Benson Hill: From $2B SPAC Valuation to Credit Bid Sale and Chapter 7

In September 2021, the St. Louis-based specialty soybean company completed a merger with Star Peak Corp II that valued the enterprise at approximately $2 billion, with backing from investors including GV (Google Ventures), BlackRock, Bunge, and Louis Dreyfus. By March 2025, the company filed voluntary chapter 11 petitions in Delaware with $137.5 million in assets and $110.7 million in liabilities, as detailed in the First Day Declaration. Six months later, after a credit bid sale to its DIP lenders, the case converted to chapter 7 liquidation, and management declared the common stock "worthless."

Company Background and Operating History

Founding and Technology Platform (2012-2020).

Benson Hill was founded in 2012 by Matt Crisp, Todd Mockler, and Tom Brutnell. Mockler, a plant scientist at the Donald Danforth Plant Science Center and Chief Technology Officer of the company, focused on genomics and computational biology. The founding team developed the CropOS platform, which combined machine learning, simulations, and genetics to optimize plant growth, initially focusing on specialty soybeans with enhanced protein content for food and feed applications.

According to Crunchbase data, Benson Hill raised a total of $282.3 million in known venture capital funding across multiple rounds. Early backers included GV (the venture-capital arm of Alphabet Inc.), Bunge Ltd., Louis Dreyfus Co., S2G Ventures, and Mercury Fund.

In November 2020, Benson Hill closed a $150 million Series D funding round led by Wheatsheaf Group (the agri-food investment arm of the Grosvenor estate) and GV. The round included participation from Argonautic Ventures, CDPQ, Emart, GS Group, Louis Dreyfus Company, iSelect Fund, Fall Line Capital, Mercury Fund, Prelude Ventures, Prolog Ventures, and S2G Ventures.

The SPAC Merger and Public Market Debut (2021).

In May 2021, the company announced plans to merge with Star Peak Corp II in a deal valued at $2 billion. The transaction closed on September 30, 2021, with shares beginning trading on the New York Stock Exchange under the ticker "BHIL."

The merger delivered approximately $319 million in gross proceeds to the combined company, including $94 million in cash from Star Peak's former trust account and $225 million from an oversubscribed and upsized fully committed common stock PIPE. Investors in the PIPE included funds managed by BlackRock, Van Eck Associates, Hedosophia, Lazard Asset Management, and Post Holdings.

The transaction received approximately 98.7% of votes cast at the special meeting approving the business combination. All existing Benson Hill shareholders rolled 100% of their equity holdings into the new public company. At its debut, Benson Hill represented the estimated enterprise value of approximately $1.35 billion.

Following the merger, Benson Hill became what St. Louis Public Radio described as "the go-to success story of St. Louis' developing innovation system."

Operating Results and Asset Sales (2022-2024).

Benson Hill focused on plant-based meat protein that, according to local media coverage, "didn't deliver the intended results." The company operated soy processing plants in Seymour, Indiana and Creston, Iowa.

The company reported net losses from continuing operations of $99.7 million for 2022 and $111.3 million for 2023. Through the first nine months of 2024, the net loss from continuing operations reached $66.2 million. The Q3 2024 Adjusted EBITDA was a loss of $12.6 million, compared with a $14.4 million loss in the prior year period.

Cash and marketable securities declined from $48.9 million at the end of 2023 to $14.4 million by Q3 2024.

In October 2023, Benson Hill sold its Seymour, Indiana processing plant for approximately $36 million, resulting in a gain of $19.0 million. In February 2024, the company divested its Creston, Iowa soy processing business to White River Soy Processing for gross proceeds of $72 million. The Creston facility, which produced soy meal, oil, and food-grade products, employed approximately 55 team members who continued under the new ownership.

Interim CEO Deanie Elsner characterized the divestitures as supporting "our strategic plan to reshape our organization and transition to an asset-light business model with an expanded focus on animal feed markets."

Leadership Changes and Founder Departures.

Leadership changes followed. In January 2023, co-founder Todd Mockler died suddenly at his home at age 52. Mockler had served as Chief Technology Officer. Jim Carrington, president and CEO of the Danforth Center, noted that "when the history is all written, [Mockler] is going to be a key player" in the region's agricultural technology ecosystem.

Five months later, in June 2023, CEO and co-founder Matt Crisp resigned. Crisp, who had co-founded the company with the goal of bringing "necessary innovation and disruption that has been sorely lacking across the agri-food value chain," agreed to serve as a consultant to the board for 12 months. Deanie Elsner, a board member since 2019 with prior experience as President, CEO, and Director of Charlotte's Web Holdings, was named interim CEO.

Elsner brought consumer products experience from Kellogg Company, Kraft Foods, Quaker Oats, Johnson & Johnson, and Procter & Gamble. The board continued searching for a permanent CEO through 2024. At the time of the bankruptcy filing, Daniel Cosgrove, the Chief Administrative Officer, was appointed interim CEO.

Pre-Filing Distress and the Path to Bankruptcy

February 2025 Workforce Reduction.

By February 2025, the company furloughed 43 employees—approximately 36% of its remaining workforce. Company officials declined to predict how long the furlough period would last.

The North Dakota subsidiary Dakota Dry Bean Inc. sold substantially all the assets of its pea products business in a $23.2 million deal. Benson Hill also relocated its headquarters office.

Just days before the chapter 11 filing, Benson Hill posted a notice of late filing with the SEC, indicating the company was unable to make a "reasonable estimate" of results for its 2024 annual report.

The Filing Decision.

On March 20, 2025, Benson Hill, Inc. and eight affiliated debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the District of Delaware. The cases were jointly administered under Case No. 25-10539 before the Honorable Judge Thomas M. Horan.

Dan Jacobi, Chairman of the Board, stated that the board had "worked diligently to transform our business, including reducing costs, divesting assets, retiring debt, and optimizing our operations by transitioning to a licensing model." Ultimately, the board determined that chapter 11 was "the best path forward" given "industry challenges and financial constraints."

At filing, Benson Hill reported total assets of $137.5 million and total liabilities of $110.7 million. Liabilities were primarily unsecured trade and contract claims.

The 363 Sale Process

DIP Financing and First Day Motions.

Benson Hill entered chapter 11 with a commitment for $11 million in debtor-in-possession financing from a group of existing investors, as outlined in the DIP Financing Motion. The DIP lenders included S2G Investments, LLC; Expedition Ag Holdings, LLC; Steve Kahn; and ProAgInvest, LLC.

The Bankruptcy Court approved the company's initial first-day motions on March 25, 2025, including authorization for the DIP financing with $3 million available immediately upon entry of the Interim DIP Order on March 24, 2025. Additional first-day relief included authorization for critical vendors, employee wages and benefits, utilities, and cash management.

Bidding Procedures and Stalking Horse Designation.

From the outset, the chapter 11 cases were structured around a Section 363 sale of substantially all assets, as set forth in the Sale Motion. The DIP lenders positioned themselves as the stalking horse bidder.

Stalking Horse Bidders:

• S2G Builders Food & Agriculture Fund III, LP (affiliate of S2G Investments)
• Expedition Ag Holdings, LLC
• Steve Kahn
• ProAgInvest, LLC

The purchase price structure centered on a credit bid of the DIP obligations pursuant to Section 363(k), plus assumption of certain liabilities and closing costs. The stalking horse received standard bid protections including an expense reimbursement equal to the lesser of 4% of the purchase price or $600,000, and the right to serve as backup bidder if outbid.

The Bankruptcy Court entered the Bidding Procedures Order on April 23, 2025, and the Stalking Horse Designation Order on May 5, 2025.

Sale Outcome and Closing.

No competing bids emerged through the auction process.

The DIP lenders won the auction via credit bid, and the Bankruptcy Court entered the Sale Order on May 22, 2025—63 days from the petition date. The sale closed at 11:59 p.m. on May 23, 2025, with the assets transferred to Confluence Genetics, LLC, an entity spearheaded by Expedition Ag Partners and S2G Investments.

Confluence Genetics: The Asset Acquirer

Confluence Genetics was spearheaded by Expedition Ag Partners and S2G Investments—the same firms that led the DIP financing and credit bid acquisition.

Leadership. Mike DeCamp, President and CEO of Expedition Ag Partners, serves as Executive Chairman of the Confluence Genetics board. DeCamp led the DIP financing for Benson Hill. Kim Hurst was named CEO of the new entity.

Acquired assets: The acquisition included more than 350 patents issued or pending related to soybean genetics and the CropOS platform. Confluence Genetics established its headquarters at 1200 Research Boulevard in Creve Coeur, Missouri—the same St. Louis-area location where Benson Hill had operated.

Operations: Confluence Genetics operates with approximately 60 employees. The company has committed to honor all contracts with farmers growing specialty soybeans for Benson Hill in 2025 and expects to plant its genetics on more than 450,000 acres in 2025.

Strategic focus: Confluence Genetics has announced a focus on ultra-high protein soybean genetics for animal feed markets.

As DeCamp noted in local media coverage, "the innovation developed at Benson Hill remains local." He stated: "It's great to know there is a remnant of what that company was that's still here in St. Louis with a new lease on life."

Post-Sale Wind-Down and chapter 7 Conversion

Wind-Down Operations.

Following the credit bid sale closing on May 23, 2025, the debtors continued wind-down operations to address remaining estate matters. Multiple lease and contract rejection motions were filed post-closing as the estates shed remaining obligations. All professionals submitted final fee applications for approval.

A claim from the North Dakota Department of Agriculture required estimation proceedings. The bar date for general creditor claims was established on June 3, 2025, with the final claims register filed on September 26, 2025.

Motion to Convert and Stock Status.

On September 2, 2025, the debtors filed a Motion to Convert the chapter 11 cases to chapter 7 liquidation. The motion acknowledged that after the sale, insufficient estate assets remained to fund distributions to creditors or support a reorganization plan.

In connection with the conversion motion, the company stated that stockholders would not receive any distributions in or after the liquidation proceedings and declared that shares of common stock were "worthless."

Nasdaq had announced delisting on July 2, 2025, with Form 25-NSE filed with the SEC to remove the common stock from Nasdaq listing. The stock continued trading on OTC markets under the ticker BHILQ, falling to approximately $0.01 by late 2025—a 99.9% decline from the $10 SPAC merger price.

The Bankruptcy Court entered the Conversion Order on September 23, 2025, approximately six months after the original chapter 11 filing. A chapter 7 trustee was appointed to administer remaining estate assets.

Industry Context: Alternative Protein Sector Trends (2024-2025)

Benson Hill's filing took place during broader distress in the alternative protein sector. According to Green Queen's industry analysis, between September 2024 and August 2025, more than 40 major alternative protein ventures either shuttered, underwent mergers, fell into bankruptcy or liquidation, or were acquired at discounted valuations.

Sector breakdown by product category:

• Meat analogues: 18 deals
• Dairy alternatives: 10 deals
• Other alternative protein: Remaining transactions

Geographic distribution:

• Europe: 23 deals
• North America: 16 deals
• Asia-Pacific: 5 notable events

The industry publication characterized 2024-2025 as "a difficult year for alt protein startups," with the sector "recalibrating around stronger, well-capitalized incumbents." Alternative protein was experiencing its "first widespread shakeout—a sign both of maturation and a need for strategic pivots."

Valuation and Capital Access Challenges.

According to Finerva's 2025 valuation analysis, the median EV/Revenue multiple for AgTech companies in Q4 2024 was just 1.3x—a single-digit multiple typically indicating that profit margins within the industry are not high.

The report noted that while the sector saw increasing returns during the pandemic—with 2021 a record year—the cost of living crisis and supply chain disruption reduced investor appetite, particularly past Series A funding rounds.

Industry observers pointed to biomanufacturing capacity as a constraint. As one noted, "No VC is going to come offer the capex for you to build a $100 million, $200 million plant anymore."

Professional Retentions and Fees

The Benson Hill chapter 11 cases involved multiple professional retentions.

Investment banking fees. Piper Sandler's engagement included monthly fees of $100,000 payable in advance, plus a $2,500,000 completion fee upon consummation of a restructuring transaction. Additional fee provisions covered new capital raises at tiered rates: 2% for senior secured debt, 4% for junior or unsecured debt, and 6% for equity capital.

Unsecured Creditors' Committee. Goodwin Procter served as primary counsel with Blank Rome providing Delaware-specific expertise. GlassRatner provided financial advisory services to the committee.

Key Timeline

Frequently Asked Questions

What caused Benson Hill's bankruptcy?

The company reported persistent operating losses in 2022-2024, sold processing plants in Indiana and Iowa, furloughed employees in February 2025, and filed a notice of late filing with the SEC just days before the chapter 11 petitions.

Who acquired Benson Hill's assets?

Confluence Genetics, LLC acquired substantially all of Benson Hill's assets through a credit bid at the bankruptcy auction. Confluence Genetics is a new entity formed by the DIP lenders—S2G Investments, Expedition Ag Holdings, Steve Kahn, and ProAgInvest—the same investors who provided the $11 million DIP financing facility. Mike DeCamp of Expedition Ag Partners serves as Executive Chairman, and Kim Hurst was named CEO.

What happened to Benson Hill shareholders?

Shareholders received no distributions and their equity was declared worthless. Nasdaq suspended trading of Benson Hill stock on March 27, 2025, just days after the bankruptcy filing. The exchange announced delisting on July 2, 2025. The stock continued trading on OTC markets under ticker BHILQ, falling to approximately $0.01 by late 2025—a more than 99% decline from the $10 SPAC merger price.

How much DIP financing did Benson Hill secure?

The company secured $11 million in DIP financing from a group of existing investors (S2G Investments, Expedition Ag Holdings, Steve Kahn, and ProAgInvest). The facility carried a 15% PIK interest rate with a 20% default rate. An initial $3 million was available immediately upon entry of the interim order, with the remainder available upon final approval.

How long did the bankruptcy process take?

The 363 sale process took 63 days from the petition date (March 20, 2025) to entry of the sale order (May 22, 2025). The case then proceeded through wind-down activities before converting to Chapter 7 on September 23, 2025—approximately six months after the original filing.

What assets did Confluence Genetics acquire?

The acquisition included more than 350 patents (issued or pending) covering Benson Hill's proprietary soybean genetics and CropOS technology platform, customer contracts, and the company's headquarters operations at 1200 Research Boulevard in Creve Coeur, Missouri. Confluence Genetics operates with approximately 60 employees and has committed to honor all 2025 farmer contracts covering over 450,000 planted acres.

Were there competing bids for Benson Hill?

No competing bids emerged through the auction process. The DIP lenders' credit bid was the only qualifying bid.

What is Confluence Genetics doing with the technology?

Confluence Genetics has announced a focus on ultra-high protein soybean genetics for animal feed markets.

How much did Benson Hill raise as a private company?

Benson Hill raised $282.3 million in venture capital funding before going public, according to Crunchbase data. A $150 million Series D in November 2020 was led by Wheatsheaf Group and GV. The 2021 SPAC merger with Star Peak Corp II then provided approximately $319 million in gross proceeds at a $2 billion valuation.

Why did the case convert to chapter 7?

After the credit bid sale closed, insufficient estate assets remained to fund distributions to unsecured creditors or support any form of reorganization plan. The conversion motion acknowledged that the estates could not sustain chapter 11 administrative costs.

Who is the claims agent for Benson Hill?

Stretto serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

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