Benson Hill(BHIL)2021-03-30 16:00IPO and Financial Proceeds - The company completed its initial public offering (IPO) on January 8, 2021, generating gross proceeds of $402.5 million from 40,250,000 units, with an additional $52.5 million from the underwriters' over-allotment option[30]. - The trust account held $402.5 million at the time of the IPO closing, which is intended to fund the company's initial business combination[31]. - The company has funds available for a business combination amounting to up to $388,412,500 after deducting $14,087,500 in deferred underwriting discounts and commissions[56]. - Public stockholders will have the opportunity to redeem shares of Class A common stock at a per-share price equal to the aggregate amount in the trust account prior to the business combination[69]. - If the company fails to complete its initial business combination by January 8, 2023, it will redeem public shares and liquidate[78]. - If the initial business combination is not completed within 24 months, proceeds from the sale of private placement warrants will fund the redemption of public shares[372]. - Up to $1,500,000 in loans from the sponsor or affiliates may be convertible into warrants at a price of $2.00 per warrant[375]. Business Focus and Market Opportunity - The company aims to focus on businesses in the sustainability sector, which includes clean energy, sustainable food, transportation, and environmental services, capitalizing on the management team's investment experience[32]. - The global investment in sustainability is projected to require approximately $59 trillion in capital investment across the energy ecosystem through 2040, indicating a significant market opportunity[35]. - The International Energy Agency estimates that annual investments in clean energy and energy efficiency need to increase six times by 2050 compared to 2015, with $2.4 trillion needed annually through 2035 to meet climate goals[35]. - The company has identified a compelling opportunity set in sustainability due to increasing global focus and investment trends, which are expected to drive growth across various sectors[33]. - The UN estimates that food waste has a combined social, environmental, and economic cost of $2.5 trillion annually, highlighting the potential for investment in sustainable food practices[35]. - The company intends to leverage macroeconomic, environmental, and social trends to identify attractive investment opportunities in the sustainability sector[34]. - The company aims to identify and combine with a target in the Sustainability sector that complements its management team's experience and represents a compelling investment opportunity[37]. - The company will focus on targets that are well positioned to participate in the dynamic growth of the Sustainability sector and have a positive environmental and social impact[41]. Management and Governance - The management team is focused on generating attractive risk-adjusted returns for stockholders by identifying market leaders in sustainability[32]. - The company has a thorough due diligence process that includes meetings with management, document reviews, and financial information assessments[45]. - The company believes its management team's extensive network and experience will provide a substantial number of potential business combination targets[50]. - The company is not currently engaged in any operations and intends to effectuate its initial business combination using cash from its initial public offering proceeds[57]. - The board of directors is divided into three classes, with each class serving a three-year term[347]. - The first class of directors' term will expire at the first annual meeting of stockholders, while the second and third classes will expire at the second and third annual meetings, respectively[347]. - The company may not hold an annual meeting of stockholders until after completing its initial business combination[348]. - The board of directors will consist of three individuals nominated by the sponsor upon the completion of an initial business combination[349]. - The audit committee is composed of three independent directors, ensuring compliance with NYSE standards[355]. - The compensation committee is responsible for reviewing and approving the compensation of all officers on an annual basis[359]. - The company has adopted a code of ethics applicable to its officers and directors, which is available upon request[363]. - The board has established corporate governance guidelines that cover various areas including director responsibilities and evaluation of senior management[364]. Risks and Challenges - The company is subject to risks associated with being a blank check company with no operating history and no revenues, which may affect its ability to achieve business objectives[12]. - The company may seek to complete its initial business combination with financially unstable or early-stage companies, which presents inherent risks[57]. - The company may encounter intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[79]. - The company may face limitations in acquiring target businesses due to financial statement requirements under U.S. GAAP or International Financial Reporting Standards[84]. - The development of internal controls for potential target businesses may increase the time and costs necessary to complete acquisitions[85]. - Potential conflicts of interest exist as officers and directors may have obligations to other entities, impacting their time allocation[370]. - Officers and directors may have conflicts of interest in evaluating business combinations due to multiple affiliations[374]. - The company may face conflicts of interest if officers and directors are involved in other blank check companies during the search for a business combination[374]. - The company is not prohibited from pursuing a business combination with an affiliated company, provided an independent opinion confirms its fairness[379]. Compliance and Reporting - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[83]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[332]. - The company evaluated its disclosure controls and procedures as of December 31, 2020, and concluded they were effective[339]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal controls[336]. - There are no material litigation or governmental proceedings currently pending against the company or its management team[86]. - The company has no material litigation or governmental proceedings currently pending against it or its management team[351].