Benson Hill SPAC Presentation Deck slide image

Benson Hill SPAC Presentation Deck

BENSON HILL Disclaimer This presentation was prepared exclusively by Goldman Sachs & Co. LLC ("GS"), Credit Suisse Securities (USA) LLC ("Credit Suisse") and Barclays Capital Inc. ("Barclays") (and, together with GS and Credit Suisse, "we" or "us") on a confidential basis and is being delivered to a limited number of accredited investors who have agreed to hold it in confidence. This presentation may not be copied or reproduced, or shown to or reviewed with any person other than the intended recipient and its authorized representatives. Although the information contained herein is believed to be accurate, GS, Credit Suisse, Barclays and each of the other parties mentioned herein, including for the avoidance of doubt, Star Peak Corp II ("Star Peak II") and Benson Hill, Inc. ("Benson Hill") (as well as each of their respective directors, officers, shareholders, members, partners and representatives), expressly disclaims liability for, and makes no expressed or implied representation or warranty with respect to, any information contained in or omitted from this presentation, or any other information or communication (whether written or oral) transmitted to any prospective investor. Only those representations and warranties made in a definitive agreement with any person shall have any legal effect. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE PERFORMANCE. The recipient of this presentation acknowledges that it is (a) aware that United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing and selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (b) that the recipient will neither use, nor cause any third party to use, this investor presentation or any information contained herein in violation of the Securities Exchange Act of 1934, as amended, including, without limitation, Rule 10b-5 thereunder. Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast, "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward- looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and anticipated financial impacts of the proposed business combination between Star Peak II and Benson Hill (the "Business Combination"). These statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of respective management of Benson Hill and Star Peak II and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Benson Hill and Star Peak II. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination or that the approval of stockholders is not obtained; failure to realize the anticipated benefits of the proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to Benson Hill; risks related to the timing of expected business milestones; the effects of competition on Benson Hill's business; the amount of redemption requests made by Star Peak Il's public stockholders; the ability of Star Peak II or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; the impact of the global COVID-19 pandemic; and those risk factors discussed in Star Peak Il's registration statement on Form S-1 (Reg. No. 333-251488) under the heading "Risk Factors," and other documents Star Peak II has, or will, file with the Securities and Exchange Commission ("SEC"). If any of these risks materialize or the underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Star Peak II nor Benson Hill presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Star Peak Il's and Benson Hill's expectations, plans or forecasts of future events and views as of the date of this presentation. While Star Peak II and Benson Hill may elect to update these forward-looking statements at some point in the future, Star Peak II and Benson Hill specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Star Peak Il's and Benson Hill's assessments as of any date subsequent to the date of this presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Star Peak II, Benson Hill, nor any of their respective affiliates have any obligation to update this presentation. Although all information and opinions expressed in this presentation were obtained from sources believed to be reliable and in good faith, no representation or warranty, express or implied, is made as to its accuracy or completeness. This presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with Star Peak II and Benson Hill. 2
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