Star Peak Corp II

Officer exculpation narrows the personal liability of officers for breaches of the duty of care, so the two charter items together ask holders to compress the share count and reduce what management can be sued for at the same meeting. Executive turnover is already priced in: of the 211,820 restricted units granted to Mr. Freeman on March 9, 2023, 70,606 vested on March 16, 2024 and the remaining 141,214 were cancelled under his separation agreement when his employment ended.

The registered figure is built from Benson Hill's capitalisation after conversion: 147,562,680 of the shares are itemised, of which 130,000,000 are issuable in respect of Benson Hill's outstanding common stock after giving effect to conversion of all of its preferred stock into common. So the preferred converts before the exchange rather than being paid a preference, and the gap between 130,000,000 and the 149,600,000 registered is what the option, warrant and other components add on top.

The registered total is unchanged but its makeup is not — a category of options has been carved out of the 130,000,000 shares issuable in respect of Benson Hill's common stock, so the same ceiling now covers a slightly different set of instruments. The 17,562,680 shares of restricted New Benson Hill Common Stock still sit in escrow, vesting only on the earn-out thresholds. Because the total did not move while a component was removed, this is a reallocation inside the cap rather than a change in the dilution a holder faces.

More than a tenth of the registered stock is contingent and escrowed: 17,562,680 shares are restricted Earn Out Shares held in escrow that vest only on earn-out thresholds achieved before the third anniversary of closing, and a further 2,037,320 shares back Earn Out Awards to be granted to certain Benson Hill option holders — with both amounts adjustable one-for-one before consummation. The 130,000,000 base already gives effect to conversion of all Benson Hill preferred stock and includes shares reserved for future exercise of converted options and warrants.

The composition is unchanged and remains heavily contingent: of 147,562,680 shares, 130,000,000 go to Benson Hill's common holders after conversion of all preferred, including shares reserved for options and warrants that convert at closing, while 17,562,680 are restricted Earn Out Shares held in escrow that vest only on earn-out thresholds achieved before the third anniversary of the closing. A further 2,037,320 shares cover Earn Out Awards granted to certain option holders, and the two earn-out buckets are capped in aggregate.

A large slice of the registered stock is contingent rather than delivered: of 147,562,680 shares, 130,000,000 go to Benson Hill's common holders after conversion of all preferred and include shares reserved for converted options and warrants, while 17,562,680 are Earn Out Shares held in escrow that vest only on earn-out thresholds achieved before the third anniversary of closing. A further 2,037,320 shares cover Earn Out Awards granted to option holders, and the filing caps Earn Out Shares plus Earn Out Awards at 19,600,000 in aggregate.