As filed
    with the Securities and Exchange Commission on June 21,
    2011
 
 Registration
    No. 333-173440
     SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
 
 Amendment No. 5
 
 to
 Form S-1
 REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
 KiOR, Inc.
 (Exact name of registrant as
    specified in charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

2860(Primary Standard
    Industrial
    Classification Code Number)

51-0652233(I.R.S. Employer
    Identification Number)   13001 Bay Park Road
    Pasadena, Texas 77507(281) 694-8700 (Address, including zip
    code, and telephone number, including area code, of
    registrants principal executive offices)
 Christopher A. Artzer
    Vice President, General Counsel and Secretary
    13001 Bay Park Road
    Pasadena, Texas 77507(281) 694-8700 (Address, including zip
    code, and telephone number, including area code, of agent for
    service)
  With a copy to:
 Felix P. Phillips
    Troy S. Lee
    Baker Botts L.L.P.
    One Shell Plaza
    910 Louisiana
    Houston, Texas
    77002-4995(713) 229-1234

Andrew S. Williamson
    Latham & Watkins LLP
    140 Scott Drive
    Menlo Park, California 94025
    (650) 328-4600   Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   CALCULATION
    OF REGISTRATION FEE
  Proposed MaximumTitle of Each Class of


Amount to be



Offering Price Per



Proposed Maximum Aggregate



Amount ofSecurities to be Registered


Registered(1)



Share(2)



Offering Price(1)(2)



Registration Fee(3)Class A common stock, par value $0.0001 per share



11,500,000



$
21.00



$
241,500,000



$
28,039   (1)
    
    Includes 1,500,000 shares of Class A common stock
    issuable upon exercise of the underwriters option to
    purchase additional shares to cover over-allotments, if any.(2)
    
    Estimated solely for the purpose of calculating the registration
    fee pursuant to Rule 457(a) under the Securities Act of
    1933.(3)
    
    $28,039 previously paid.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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##### 



The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.


SUBJECT TO COMPLETION, DATED JUNE 21, 2011
 
  10,000,000 Shares
  
  Class A
    Common Stock
      Prior to this
    offering, there has been no public market for KiOR, Inc.
    Class A common stock. We anticipate that the initial public
    offering price will be between $19.00 and $21.00 per share. We
    have applied to list our Class A common stock on The Nasdaq
    Global Market under the symbol KIOR.
  Upon completion of
    this offering, we will have two classes of authorized common
    stock: Class A common stock and Class B common stock.
    The rights of the holders of our Class A common stock and
    our Class B common stock are identical, except with respect
    to voting and conversion. Each share of our Class A common
    stock is entitled to one vote per share and will not convert
    into any other shares of our capital stock. Each share of our
    Class B common stock is entitled to 10 votes per share and
    will convert into one share of our Class A common stock
    upon the occurrence of specified events. Please read
    Description of Capital Stock  Common
    Stock  Conversion.
  Entities affiliated
    with Khosla Ventures and Artis Capital Management, L.P., two of
    our principal stockholders, have indicated an interest in
    purchasing shares of our Class A common stock in this
    offering at the initial public offering price up to an aggregate
    of 3,500,000 shares. Because this indication of interest is
    not a binding agreement or commitment to purchase, these
    existing investors may elect not to purchase shares in this
    offering. The underwriters will receive the same discount from
    any shares of our Class A common stock purchased by these
    existing investors as they will from any other shares of our
    Class A common stock sold to the public in this offering.
 
  Entities affiliated
    with Khosla Ventures will, following the completion of this
    offering and assuming the purchase of 3,500,000 shares of
    our Class A common stock that may be acquired by them in
    this offering, own shares of our Class A common stock and
    Class B common stock representing approximately 72% of the
    combined voting power of our outstanding common stock. Khosla
    Ventures II, L.P. has agreed not to sell any of the
    46,259,738 shares of our common stock that it beneficially
    owns, representing approximately 47% of our outstanding common
    stock immediately prior to this offering, for a period of
    360 days after the date of this prospectus.
 
  We are selling
    10,000,000 shares of our Class A common stock through
    the underwriters.
  The underwriters
    have an option to purchase a maximum of 1,500,000 additional
    shares to cover over-allotments of shares, if any.
  Investing in our
    Class A common stock involves risks. Please read Risk
    Factors on page 13.
  UnderwritingPrice to

Discounts and

Proceeds toPublic

Commissions

KiORPer Share

$

$

$Total

$

$

$   Delivery of the
    shares of Class A common stock will be made on or
    about          ,
    2011.
  Neither the
    Securities and Exchange Commission nor any state securities
    commission has approved or disapproved of these securities or
    determined if this prospectus is truthful or complete. Any
    representation to the contrary is a criminal offense.
  Credit
    Suisse
    UBS Investment Bank
    Goldman, Sachs & Co.      Piper
    Jaffray
    Citi
    Deutsche Bank Securities  The date of this
    prospectus
    is          ,
    2011.




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TABLE OF
    CONTENTS
   
 PageProspectus
    Summary


1Risk
    Factors


13Special
    Note Regarding Forward-Looking Statements


32Market,
    Industry and Other Data


33Use of
    Proceeds


34Dividend
    Policy


34Capitalization


35Dilution


39Selected
    Consolidated Financial Data


42Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


44Industry


67Business


76Management


93Executive
    Compensation


102Certain
    Relationships and Related Person Transactions


118Principal
    Stockholders


121Description
    of Capital Stock


125Shares Eligible
    for Future Sale


131Material
    United States Federal Income Tax Consequences


133Underwriting


138Notice to
    Canadian Residents


142Legal
    Matters


144Experts


144Where You
    Can Find More Information


144Index to
    Consolidated Financial Statements


F-1      You should rely only on the information contained in this
    prospectus. We and the underwriters have not authorized anyone
    to provide you with information different from that contained in
    this prospectus. We are offering to sell, and seeking offers to
    buy, shares of Class A common stock only in jurisdictions
    where offers and sales are permitted. The information contained
    in this prospectus is accurate only as of the date on the front
    cover of this prospectus, or such other dates as are stated in
    this prospectus, regardless of the time of delivery of this
    prospectus or of any sale of our Class A common stock.
 i




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##### 



PROSPECTUS
    SUMMARY  This summary highlights information contained elsewhere in
    this prospectus. You should read the following summary together
    with the more detailed information appearing in this prospectus,
    including Risk Factors, Selected Consolidated
    Financial Data, Managements Discussion and
    Analysis of Financial Condition and Results of Operations,
    Business and our consolidated financial statements
    and related notes before deciding whether to purchase shares of
    our Class A common stock. Unless the context otherwise
    requires, the terms KiOR, the Company,
    we, us and our in this
    prospectus refer to KiOR, Inc. and its subsidiaries.
  Overview
          per-unit per-unit ultra-low
 1




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##### 




    Real.  Our technology produces high-quality
    hydrocarbon blendstocks that we believe will drop in
    to the existing transportation fuels infrastructure for use in
    vehicles on the road today. Our fuels are not ethanol or FAME
    diesel. Unlike ethanol, which is generally subject to a 10% to
    15% blend wall, we believe that our gasoline and diesel
    blendstocks can be used as components in formulating a variety
    of fuel products meeting specifications of ASTM International
    for finished gasoline and diesel derived from petroleum-based
    blendstocks.
    Renewable.  Our proprietary technology platform
    allows us to convert a variety of low-cost, abundant and
    sustainable non-food biomass, including woody biomass, such as
    whole tree chips, logging residues, branches and bark,
    agricultural residues, such as sugarcane bagasse, and energy
    crops, such as switchgrass and miscanthus, into renewable
    transportation fuels that we believe will help to satisfy
    mandates under the Renewable Fuel Standard program, or RFS2.
    Rural.  We plan to locate our commercial
    production facilities in rural areas near sources of low-cost,
    abundant and sustainable
    non-food
    biomass, which we believe will help revitalize rural communities
    impacted by closed paper mills.
    Repeatable.  We plan to employ a copy
    exact modular design for our standard commercial
    production facilities that can be replicated in numerous
    locations with abundant and sustainable non-food feedstock in
    the southeastern United States and beyond, which we believe will
    help us reduce our capital costs. After we commercialize our
    technology, our repeatable renewable crude oil production
    process will effectively eliminate the exploration risk
    experienced by traditional exploration and production companies.      Renewable Fuel Category

% Lifecycle GHG ReductionCorn ethanol (renewable fuel)


25
%Sugarcane ethanol (advanced biofuel)


71
%Biodiesel (biomass-based diesel)


76
%KiOR gasoline blendstocks (cellulosic biofuel)


82
%KiOR diesel blendstocks (cellulosic diesel)


83
%   Our
    Technology
  biomass-to-renewable
 2




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##### 



Our
    Facilities
  scale-up
  scale-up
  facility-by-facility
    Our
    Feedstock Strategy
 3




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##### 



Our
    Distribution Plan
        Our
    Market
 4




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##### 



Our
    Competitive Strengths
    
    Our renewable fuel products are hydrocarbons compatible with
    the existing transportation fuels
    infrastructure.  Unlike other renewable fuels such
    as ethanol or biodiesel, our gasoline and diesel blendstocks are
    compatible hydrocarbons that can drop in to the
    existing petroleum-based transportation fuels infrastructure
    interchangeably with their petroleum-based counterparts to
    produce various fuel products. In addition, due to the higher
    energy content of our gasoline and diesel blendstocks, we
    believe that our transportation fuels will sell at a premium to
    ethanol. Currently, we expect to compete in the mandated
    renewable fuels market against corn ethanol, sugarcane ethanol
    and biodiesel, as well as in the general market for gasoline and
    diesel fuels.  
    We combine proprietary technology with well-established FCC
    and other refining processes.  We have developed a
    technology platform that uses our proprietary catalyst systems,
    process design and know-how, while leveraging well-established
    FCC and other refining processes, to convert a variety of
    cellulosic biomass into high-quality gasoline and diesel
    blendstocks. As of June 9, 2011, we had 70 pending
    original patent application families containing over 2,000
    pending claims.  
    Our BFCC process provides product flexibility and higher
    yields of more valuable products.  Our BFCC
    process affords us flexibility to tailor our blendstock product
    spectrum to attain higher overall product yields, as well as
    higher proportions of valuable transportation fuels. Our
    realized yield of gasoline and diesel blendstocks from our
    renewable crude oil is approximately 90%, which is higher than
    the yields that are typically attained when refining
    petroleum-based crude oil.
    Our technology is feedstock flexible, and we have identified
    low-cost, abundant and sustainable feedstock.  Our
    technology platform is feedstock flexible and has been
    successfully tested on a variety of biomass. We believe that our
    feedstock flexibility will allow us to use the most
    cost-effective feedstock or combination of feedstocks at a given
    location. We have selected Southern Yellow Pine whole tree chips
    as our primary feedstock because of their abundant, sustainable
    supply and generally
 5




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##### 



stable pricing history. We expect that our ability to use
    logging residues, branches and bark will enable us to lower our
    feedstock costs.  
    We have secured or identified strategic locations for our
    commercial production facilities.  The site for
    our initial-scale commercial production facility and the sites
    that we have identified for our next four planned standard
    commercial production facilities are situated in the Southeast
    near abundant Southern Yellow Pine feedstock and a number of
    potential significant customers and have access to rail,
    pipelines (including the Colonial pipeline, which transports
    approximately 100 million gallons of fuels per day to the
    Northeast), inland and gulf waterways and other transportation
    channels. We believe that former workers dislodged by the
    closings of paper mills in the Southeast could provide an
    available skilled labor force for us.
    We believe that we have a better use for woodchip
    feedstock.  Based on current prices, and if we
    meet our target production cost metrics, and if competition for
    feedstock develops in a region, we believe that we may be able
    to afford higher prices for feedstock than paper mills.
    We have an experienced management team.  Our
    executive officers and senior operational managers have
    extensive experience in research and development, new product
    development, capital project execution, feedstock procurement,
    plant operations and technology commercialization across the
    catalyst, refining, chemicals and forest products industries.  Our
    Strategy
    
    We have adopted a build, own and operate
    strategy.  We plan to build, own and operate our
    commercial production facilities in the United States. We began
    constructing our 500 BDT per day initial-scale commercial
    production facility in Columbus, Mississippi in the first
    quarter of 2011, with production expected to begin in the second
    half of 2012. We intend to construct our 1,500 BDT per day
    standard commercial production facilities, beginning in the
    third quarter of 2012 with our first planned facility in Newton,
    Mississippi.
    We plan to deploy BFCC facilities using copy
    exact principles.  We plan to employ a
    modular design that can be replicated for our subsequent
    standard commercial production facilities. Utilizing learning
    from our initial commercial production facilities, we plan to
    deploy a copy exact strategy of standardized modular
    1,500 BDT per day designs to reduce our capital costs,
    implement best practices, reduce operating costs, increase
    personnel flexibility and facilitate fast deployment of new
    production facilities. We also expect to develop a remote
    electronic facilities management control center in Houston,
    Texas. We believe that commercially available feedstock sources
    exist to support significant expansion opportunities in
    biomass-rich regions in the United States and globally. At a
    later date, we may consider larger or smaller standardized
    facility sizes to optimize the scale for local feedstock
    availability and transportation costs.
    We plan to expand our base of prospective
    customers.  We believe that we will be able to
    sell our renewable hydrocarbon-based products to a variety of
    potential customers, including independent refiners, integrated
    oil companies, distributors of finished products, such as
    terminal or rack owners, and end users of petroleum products,
    such as transportation companies, fleets or petrochemical
    operators. We also intend to seek certification of our
    blendstocks for use in jet fuel.
    We intend to maximize our feedstock flexibility and reduce
    costs.  Our technology platform has been
    successfully tested on a variety of biomass. We plan to reduce
    our feedstock costs by increasing our use of lower grade woody
    biomass, such as logging residues, branches and bark, at our
    planned commercial production facilities. Longer term, we
    believe that the flexibility of our proprietary catalyst systems
    will enable us to co-feed many of our plants with a variety of
    other types of renewable cellulosic biomass,
 6




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##### 



including other woody biomass, such as poplar and eucalyptus
    tree chips, agricultural residues, such as sugarcane bagasse,
    and energy crops, such as sorghum, switchgrass and miscanthus.  
    We intend to leverage our technology and expertise to
    increase our yields and the efficiency of our
    process.  We have focused on enhancing our
    proprietary technology and processes through each stage of
    development. This effort focuses on continuously improving our
    proprietary catalyst systems, optimizing the reactor design and
    operating conditions and enhancing our renewable crude oil
    processing technology. We have increased our overall process
    yield of biomass to renewable fuel from approximately
    17 gallons per BDT to approximately 67 gallons per BDT.
    Our research and development efforts are focused on increasing
    this yield to approximately 92 gallons per BDT.
    We believe that we will be able to compete with
    petroleum-based transportation fuels.  Although we
    benefit from mandated policies such as RFS2, we expect that our
    standard commercial production facilities will be able to
    produce our gasoline and diesel blendstocks on a
    cost-competitive basis with existing petroleum-based
    counterparts without government subsidies at current pricing. We
    also expect to be able to compete in non-mandated international
    transportation fuels markets, as well as mandated international
    transportation fuels markets, such as the European biodiesel
    market, that have historically commanded higher prices per
    gallon.
    We plan to expand internationally through a variety of
    structures. Over time, we intend to expand internationally
    through direct operations and joint venture structures. We are
    actively exploring opportunities to expand internationally in
    countries with abundant, sustainable, non-food feedstocks
    available at costs lower than or competitive with domestic
    feedstocks. In March 2011, we hired a President of International
    with executive experience in international operations to lead
    our global expansion efforts.
    We plan to drive brand loyalty for
    KiOR.  We plan to capitalize on the
    increasing global trend in green awareness to differentiate our
    renewable transportation fuels from petroleum-based
    alternatives. In the long term, we believe that we will have a
    substantial marketing opportunity with a variety of large,
    fuel-intensive prospective customers seeking sustainable,
    renewable transportation fuel options.  Risks
    Affecting Us
    
    we are a development stage company with a limited operating
    history, have not generated any revenue and have a history of
    net losses, and we expect significant increases in our costs and
    expenses to result in continuing losses as we seek to
    commercialize our renewable transportation fuels;
    we have no experience producing renewable transportation fuels
    at the scale needed for the development of our business or in
    building the facilities necessary for such production, and we
    will not succeed if we cannot effectively scale our proprietary
    technology platform and process design;
    the actual cost of constructing, operating and maintaining the
    facilities necessary to produce our renewable transportation
    fuels in commercial volumes may be significantly higher than we
    plan or anticipate;
    we will need substantial additional capital in the future in
    order to finance the construction of our planned standard
    commercial production facilities and to expand our business, and
    we may be unable to obtain such capital on terms acceptable to
    us or at all;
    the production of our renewable transportation fuels will
    require significant amounts of feedstock, and we may be unable
    to obtain amounts of feedstock sufficient to satisfy our
    commitments to our potential customers at the costs we
    anticipate or at all;
 7




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
    existing alternative uses for biomass may increase feedstock
    prices to uneconomic levels or otherwise limit feedstock
    availability;
    we may be unable to obtain patent or other protection for our
    proprietary technologies and, even if we obtain such protection,
    we may be unable to prevent other parties from infringing on our
    patents and other proprietary rights; and
    we face challenges in obtaining EPA fuel registration and market
    acceptance of our renewable transportation fuels, and our
    business would be harmed if they are not registered by the EPA
    and accepted by prospective customers in the transportation
    fuels market.  Our Dual
    Class Capital Structure
      Corporate
    Information
  (281) 694-8700. http://www.kior.com.
    Conversion
    Metrics
    Gallons of EthanolGallons



Equivalent (GEE)*



Barrels



Metric tons**



Liters1


=


1.70


=


0.0238


=


0.00333


=


3.79     *
    
    Based on energy content of 130,000 btu/gallon average for
    gasoline and diesel blendstocks**
    
    Based on density of 0.88 g/mL
 8




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##### 



THE
    OFFERING
  Shares of Class A common stock offered by us
    
    10,000,000 shares  Conversion
    
    Upon completion of this offering, all outstanding shares of our
    Series A and
    Series A-1
    convertible preferred stock will convert automatically into
    shares of our common stock (which will be redesignated as
    Class B common stock) and all outstanding shares of our
    Series B and Series C convertible preferred stock will
    convert automatically into shares of our Class A common
    stock.Shares of our common stock to be outstanding after this
    offering:  Class A common stock
    
    37,987,302 shares  Class B common stock
    
    61,848,696 shares  Option to purchase additional shares of Class A common stock
    
    We have granted the underwriters a
    30-day
    option to purchase up to 1,500,000 additional shares of our
    Class A common stock at the initial public offering price
    to cover over-allotments, if any.  Use of proceeds
    
    We estimate that the net proceeds we will receive from this
    offering, after deducting estimated underwriting discounts and
    other estimated offering expenses payable by us, will be
    approximately $185.6 million, or approximately
    $213.8 million if the underwriters option to purchase
    additional shares is exercised in full. We plan to use the net
    proceeds we will receive from this offering to fund a portion of
    the capital expenditures, including front-end engineering and
    procurement services and long-lead equipment, for our planned
    first standard commercial production facility in Newton,
    Mississippi. We intend to use any remaining net proceeds for
    general corporate purposes, including the costs associated with
    being a public company. Please read Use of Proceeds.  Proposed Nasdaq Global Market symbol
    
    KIORRisk factors
    
    You should carefully read and consider the information set forth
    under the heading Risk Factors and all other
    information set forth in this prospectus before investing in our
    Class A common stock.    
    as of March 31, 2011, 8,041,880 shares of Class A
    common stock issuable upon the exercise of outstanding stock
    options at a weighted-average exercise price of $1.98 per
    share;  
    as of March 31, 2011, 7,049,454 shares of Class B
    common stock issuable upon the exercise of outstanding stock
    options at a weighted-average exercise price of
    $0.08375 per share;
 9




---



##### 




    456,822 shares of our Class A common stock issuable upon
    the exercise of warrants outstanding as of March 31, 2011,
    at a weighted-average exercised price of $2.152 per share; 
  
    18,750 shares (assuming a conversion price that is 80% of
    an assumed initial public offering price of $20.00 per share,
    the midpoint of the price range set forth on the cover page of
    this prospectus) of our Class A common stock issuable upon
    the exercise of 61,200 warrants that we were required to issue
    as of March 31, 2011 at a weighted-average exercise price
    of $4.902 per share; 
  
    411,312 shares of our Class B common stock issuable upon
    the exercise of warrants outstanding as of March 31, 2011,
    at a weighted-average exercise price of $0.4863 per share;
    2,199,936 shares of Class A common stock reserved for
    future issuance as of March 31, 2011 under our amended and
    restated 2007 Stock Option/Stock Issuance Plan;
    1,708,266 shares of our Class B common stock reserved
    for future issuance as of March 31, 2011 under our amended
    and restated 2007 Stock Option/Stock Issuance Plan; and
    9,983,600 shares of Class A common stock reserved for
    future issuance under our 2011 Long-Term Incentive Plan, which
    will become effective upon the completion of this offering, as
    more fully described in Executive Compensation 
    2011 Long-Term Incentive Plan.    
    gives effect to a 4-for-1 stock split in April 2010 and a
    2-for-1 stock split, which was completed on June 9, 2011;
    gives effect to the automatic conversion effective upon the
    completion of this offering of all shares of our Series A
    convertible preferred stock and
    Series A-1
    convertible preferred stock into shares of our Class B
    common stock on a 1-to-1 basis;
    gives effect to the automatic conversion effective upon the
    completion of this offering of all shares of our Series B
    convertible preferred stock into shares of our Class A
    common stock on a 1-to-1 basis;
    gives effect to the automatic conversion upon the completion of
    this offering of all shares of our Series C convertible
    preferred stock (issued in April 2011) into shares of our Class
    A common stock, assuming a conversion price that is 80% of an
    assumed initial public offering price of $20.00 per share
    (the midpoint of the price range set forth on the cover page of
    this prospectus) (see Capitalization 
    Conversion of Our Series C Convertible Preferred
    Stock for conversion ratio adjustments that may be
    applicable upon future events, such as the completion of this
    offering);
    assumes the adoption of our amended and restated certificate of
    incorporation and our amended and restated bylaws upon the
    completion of this offering; and
    assumes the underwriters do not exercise their option to
    purchase up to 1,500,000 additional shares of our Class A
    common stock.
 10




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SUMMARY
    CONSOLIDATED FINANCIAL DATA
    Three Months EndedYears Ended December 31,


March 31,2008


2009


2010


2010


2011(In thousands, except per share amounts)Consolidated Statement of Operations Data:Research and development expenses

$
(3,643
)

$
(9,961
)

$
(22,042
)

$
(4,381
)

$
(7,271
)General and administrative expenses


(1,867
)


(2,987
)


(8,083
)


(1,226
)


(4,189
)Depreciation and amortization expense


(178
)


(688
)


(1,656
)


(279
)


(523
)Loss from operations


(5,688
)


(13,636
)


(31,781
)


(5,886
)


(11,983
)Interest income


71



65



34







Beneficial conversion feature expense










(10,000
)






Interest expense, net of amounts capitalized






(242
)


(1,812
)


(367
)


Foreign currency gain (loss)


(236
)


(215
)






8



Loss from change in fair value of warrant liability










(2,365
)






(1,410
)Loss before income taxes


(5,853
)


(14,028
)


(45,924
)


(6,245
)


(13,393
)Income tax expense


(13
)


(31
)


(3
)






Net loss

$
(5,866
)

$
(14,059
)

$
(45,927
)

$
(6,245
)

$
(13,393
)Net loss per share of common stock, basic and diluted(1)

$
(0.10
)

$
(0.24
)

$
(0.56
)

$
(0.11
)

$
(0.16
)Weighted-average common shares outstanding, basic and diluted(1)


14,400



14,400



15,382



14,774



16,330Pro forma net loss per share of common stock, basic and diluted
    (unaudited)(1)

$
(0.13
)

$
(0.24
)

$
(0.61
)

$
(0.11
)

$
(0.16
)Weighted-average common shares used in computing pro forma net
    loss per share of common stock, basic and diluted (unaudited)(1)


45,084



58,972



74,722



59,346



85,381
 11




---



##### 



As of March 31, 2011As

As FurtherActual

Adjusted(2)

Adjusted(3)Consolidated Balance Sheet DataCash and cash equivalents

$
21,947


$
103,560



289,135Property, plant and equipment, net


55,969



55,969



55,969Total assets


82,213



163,826



349,660Long-term debt, including current portion


9,234



35,847



35,847Convertible preferred stock


134,384



189,384



Total stockholders equity (deficit)


(74,807
)


(74,807
)


305,047  
    (1)
    
    See Note 2 to our consolidated financial statements
    appearing elsewhere in this prospectus for an explanation of the
    method used to calculate (a) net loss per share of common
    stock, basic and diluted, (b) pro forma net loss per share
    of common stock, basic and diluted and (c) weighted-average
    number of shares used in the computation of the per share
    amounts.(2)
    
    On an as adjusted basis to reflect borrowings under our
    interest-free loan from the Mississippi Development Authority
    from April 1, 2011 through May 13, 2011 of
    $26.6 million and issuance of Series C convertible
    preferred stock in April 2011 in the amount of
    $55.0 million. For further discussion, please read
    Capitalization.(3)
    
    On an as adjusted basis to reflect borrowings under our
    interest-free loan from the Mississippi Development Authority
    from April 1, 2011 through May 13, 2011 of
    $26.6 million and issuance of Series C convertible
    preferred stock in April 2011 in the amount of
    $55.0 million and on an as further adjusted basis to
    reflect the conversion of our Series A, Series A-1,
    Series B and Series C convertible preferred stock into
    Class A common stock and Class B common stock as
    described in  The Offering 
    Conversion, the issuance by us of 10,000,000 shares
    of Class A common stock in this offering and the
    application of our estimated net proceeds from this offering as
    set forth under Use of Proceeds as if this offering
    occurred on March 31, 2011. For further discussion, please
    read Capitalization.
 12




---



##### 



RISK
    FACTORS  Investing in our Class A common stock involves a high
    degree of risk. You should carefully consider the following
    risks and all other information contained in this prospectus,
    including our consolidated financial statements and the related
    notes, before investing in our Class A common stock. If any
    of the following risks materialize, our business, prospects,
    financial condition and operating results could be materially
    harmed. In such case, the price of our Class A common stock
    could decline, and you may lose some or all of your
    investment.
  Risks
    Related to Our Business and Industry
  We are
    a development stage company and have not generated any revenue,
    and our business will not succeed if we are unable to
    commercialize successfully our renewable transportation
    fuels.
    
    technical challenges developing our commercial production
    processes that we are unable to overcome;
    our ability to finance the roll-out of our planned standard
    commercial production facilities, including securing private or
    public debt and/or equity financing, project financing and/or
    federal, state and local government incentives;
    our ability to achieve commercial-scale production of renewable
    transportation fuels on a cost-effective basis and in the time
    frame we anticipate;
    our ability to secure and maintain customers to purchase any
    renewable transportation fuels we produce from our planned
    commercial production facilities;
    our ability to produce renewable transportation fuels that meet
    our potential customers specifications;
    our ability to secure access to sufficient feedstock quantities
    at economic prices;
    our ability to secure and maintain all necessary regulatory
    approvals for the production, distribution and sale of our
    renewable transportation fuels and to comply with applicable
    laws and regulations; and
    actions of direct and indirect competitors that may seek to
    enter the renewable transportation fuels markets in competition
    with us or that may seek to impose barriers to one or more
    aspects of the renewable transportation fuels business that we
    are pursuing.  We
    have a history of net losses, and we expect significant
    increases in our costs and expenses to result in continuing
    losses as we seek to commercialize our renewable transportation
    fuels.
   13




---



##### 



We
    have no experience producing renewable transportation fuels at
    the scale needed for the development of our business or in
    building the facilities necessary for such production, and we
    will not succeed if we cannot effectively scale our proprietary
    technology platform and process design.
  first-of-kind
  The
    actual cost of constructing, operating and maintaining the
    facilities necessary to produce our renewable transportation
    fuels in commercial volumes may be significantly higher than we
    plan or anticipate.
  and/or
    We
    will need substantial additional capital in the future in order
    to expand our business.
     14




---



##### 



We may
    be unable to obtain regulatory approval for the registration of
    our products as transportation fuels or as cellulosic biofuel
    under applicable regulatory requirements. The denial or delay of
    any of such approvals could delay our commercialization efforts
    and adversely impact our potential customer relationships,
    business and results of operations.
      Our
    offtake agreements for the sale and purchase of the gasoline,
    diesel and fuel oil blendstocks from our initial-scale
    commercial production facility under construction are subject to
    the satisfaction of certain technical, commercial and production
    requirements. If we fail to meet these requirements, our
    commercialization plan could be delayed or harmed.
   15




---



##### 



We
    face challenges in obtaining market acceptance of our renewable
    transportation fuels, and our business would be harmed if they
    are not accepted by prospective customers in the transportation
    fuels market.
    We
    have limited experience in structuring arrangements with
    prospective customers for the purchase of our renewable
    transportation fuels, including price mechanisms that allow us
    to realize the benefit of any government incentives our
    renewable transportation fuels generate for ourselves or our
    potential customers, and we may not succeed in this essential
    aspect of our business.
      The
    price of renewable fuel credits may reduce demand for our
    products.
     16




---



##### 



Changes
    in government regulations, including mandates, tax credits,
    subsidies and other incentives, could have a material adverse
    effect upon our business and results of
    operations.
      We may
    be unable to realize expected economies of scale, reduce our
    feedstock costs, increase our overall yields and optimize the
    composition of our renewable transportation fuels, which could
    limit our ability to sell our products at competitive prices and
    materially and adversely affect our business and
    prospects.
    The
    production of our renewable transportation fuels will require
    significant amounts of feedstock, and we may be unable to
    acquire sufficient amounts of feedstock to produce the amount of
    our products that we commit to sell to potential customers, or
    we may experience difficulties or incur costs obtaining such
    feedstock.
   17




---



##### 



The
    price of woody biomass and other renewable feedstock could
    increase or become volatile, or their availability could be
    reduced, which would increase the production costs of our
    renewable transportation fuels.
  and/or
  We may
    be unable to locate facilities near low-cost, abundant and
    sustainable sources of biomass and adequate infrastructure,
    which may affect our ability to produce cost-effective renewable
    transportation fuels.
    A
    disruption in our supply chain for components of our proprietary
    catalyst system could materially disrupt or impair our ability
    to produce renewable transportation fuels.
    Our
    business will be subject to fluctuations in commodity
    prices.
     18




---



##### 



Growth
    may place significant demands on our management and our
    infrastructure.
    We may
    incur significant costs complying with environmental laws and
    regulations, and failure to comply with these laws and
    regulations could expose us to significant
    liabilities.
      Climate
    change legislation, regulatory initiatives and litigation could
    result in increased operating costs.
   19




---



##### 



Loss
    of key personnel, including key management personnel and key
    technical personnel, or failure to attract and retain additional
    personnel could delay our product development programs and harm
    our research and development efforts and our ability to meet our
    business objectives.
  first-of-kind
    Weather,
    natural disasters and accidents may significantly affect our
    results of operations and financial condition.
   20




---



##### 



We may
    be subject to product liability claims and other claims of our
    potential customers.
        Our
    quarterly operating results may fluctuate in the future. As a
    result, we may fail to meet or exceed the expectations of
    research analysts or investors, which could cause our stock
    price to decline.
    
    our ability to achieve or maintain profitability;
    the feasibility of producing our renewable transportation fuels
    on a commercial scale;
    our ability to manage our growth;
    fluctuations in the price of and demand for petroleum-based
    products;
    the availability of cost-effective renewable feedstock sources;
    the existence of government programs and incentives or
    regulation;
    potential issues related to our ability to report accurately our
    financial results in a timely manner;
    our dependence on, and the need to attract and retain, key
    management and other personnel;
    our ability to obtain, protect and enforce our intellectual
    property rights;
    potential advantages that our competitors and potential
    competitors may have in securing funding or developing projects;
    our ability to obtain additional capital that may be necessary
    to expand our business;
    business interruptions such as hurricanes, natural disasters and
    accidents;
    our ability to comply with laws and regulations;
    our ability to properly handle and dispose of hazardous
    materials used in our business; and
    our ability to use our net operating loss carryforwards to
    offset future taxable income. 21




---



##### 



Our
    ability to use our net operating loss carryforwards to offset
    future taxable income may be subject to certain
    limitations.
    If we
    fail to maintain an effective system of internal controls, we
    might be unable to report our financial results accurately or
    prevent fraud; in that case, our stockholders could lose
    confidence in our financial reporting, which would harm our
    business and could negatively impact the price of our
    stock.
  Form 10-K
  Implementing
    a new enterprise resource planning system could interfere with
    our business or operations and could adversely impact our
    financial position, results of operations and cash
    flows.
  and/or
 22




---



##### 



International
    expansion is one of our growth strategies, and international
    operations will expose us to additional risks that we do not
    face in the United States, which could have an adverse effect on
    our operating results.
    
    building and managing experienced foreign workforces and
    overseeing and ensuring the performance of foreign
    subcontractors;
    increased travel, infrastructure and legal and compliance costs
    associated with multiple international locations;
    additional withholding taxes or other taxes on our foreign
    income, and tariffs or other restrictions on foreign trade or
    investment;
    imposition of, or unexpected adverse changes in, foreign laws or
    regulatory requirements, many of which differ from those in the
    United States;
    increased exposure to foreign currency exchange rate risk;
    longer payment cycles for sales in some foreign countries and
    potential difficulties in enforcing contracts and collecting
    accounts receivable;
    difficulties in repatriating overseas earnings;
    general economic conditions in the countries in which we
    operate; and
    political unrest, war, incidents of terrorism or responses to
    such events.    Risks
    Related to Our Intellectual Property
  There
    are many companies developing technology in this area of
    business, and other parties may have intellectual property
    rights which could limit our ability operate
    freely.
   23




---



##### 




    infringement and other intellectual property claims, which could
    be costly and time consuming to litigate, whether or not the
    claims have merit, and which could delay getting our products to
    market and divert management attention from our business;
    substantial damages for past infringement, which we may have to
    pay if a court determines that our products or technologies
    infringe upon a competitors patent or other proprietary
    rights;
    a court prohibition from selling or licensing our technologies
    or future products unless the holder licenses the patent or
    other proprietary rights to us, which it would not be required
    to do; and
    if a license is available from a third party, an obligation to
    pay substantial royalties or grant cross licenses to our patents
    or proprietary rights.    Our
    patent applications may not result in issued patents, which may
    allow competitors to more easily exploit technology similar to
    ours.
    Our
    ability to compete may decline if we are required to enforce or
    defend our intellectual property rights through costly
    litigation or administrative proceedings.
   24




---



##### 



Confidentiality
    agreements with employees and others may not adequately prevent
    disclosures of trade secrets and other proprietary
    information.
    Competitors
    and potential competitors who have greater resources and
    experience than we do may develop products and technologies that
    compete with ours or may use their greater resources to gain
    market share at our expense.
  and/or
     25




---



##### 



Risks
    Related to Securities Markets and Investments in Our
    Class A Common Stock
  No
    public market for our Class A common stock currently exists
    and an active trading market may not develop or be sustained
    following this offering.
    Our
    share price may be volatile and you may be unable to sell your
    shares at or above the offering price.
    
    actual or anticipated fluctuations in our financial condition
    and operating results;
    the position of our cash, cash equivalents and marketable
    securities;
    actual or anticipated changes in our growth rate relative to our
    competitors;
    actual or anticipated fluctuations in our competitors
    operating results or changes in their growth rate;
    announcements of technological innovations by us, our
    collaborators or our competitors;
    announcements by us, our customers or our competitors of
    significant acquisitions, strategic partnerships, joint ventures
    or capital commitments;
    the entry into, modification or termination of customer
    contracts;
    additions or losses of customers;
    additions or departures of key management, scientific or other
    personnel;
    competition from existing technologies and products or new
    technologies and products that may emerge;
    issuance of new or updated research reports by securities or
    industry analysts;
    fluctuations in the valuation of companies perceived by
    investors to be comparable to us;
    disputes or other developments related to proprietary rights,
    including patents, litigation matters and our ability to obtain
    patent protection for our technologies;
    changes in existing laws, regulations and policies applicable to
    our business and products, including RFS2, and the adoption or
    failure to adopt carbon emissions regulation;
    announcement or expectation of additional financing efforts;
    sales of our common stock by us, our insiders or our other
    stockholders;
    share price and volume fluctuations attributable to inconsistent
    trading volume levels of our shares;
    general market conditions in our industry; and
    general economic and market conditions, including the recent
    financial crisis.   26




---



##### 



Holders
    of our Class A common stock, which is the stock we are
    selling in this offering, are entitled to one vote per share,
    and holders of our Class B common stock are entitled to 10
    votes per share. The lower voting power of our Class A
    common stock may negatively affect the attractiveness of our
    Class A common stock to investors and, as a result, its
    market value.
    For
    the foreseeable future, Khosla Ventures will be able to control
    the selection of all members of our Board of Directors, as well
    as virtually every other matter that requires stockholder
    approval, which will severely limit the ability of other
    stockholders to influence corporate matters.
 
   
   27




---



##### 



Investors
    in our Class A common stock will not have the same
    protections generally available to stockholders of other
    Nasdaq-listed companies because we are a controlled
    company within the meaning of the Nasdaq Listing
    Rules.
    
    a majority of the Board of Directors consist of independent
    directors;
    compensation of officers be determined or recommended to the
    Board of Directors by a majority of the Boards independent
    directors or by a compensation committee comprised solely of
    independent directors; and
    director nominees be selected or recommended to the Board of
    Directors by a majority of the Boards independent
    directors or by a nominating committee that is composed entirely
    of independent directors.    A
    significant portion of our total outstanding shares of common
    stock is restricted from immediate resale but may be sold into
    the market in the near future. This could cause the market price
    of our Class A common stock to drop significantly, even if
    our business is doing well.
  180-day lock-up 360-day 180-day lock-up
   28




---



##### 



lock-up 180-day lock-up lock-up
  Participation
    in this offering by entities affiliated with Khosla Ventures
    would reduce the available public float for our
    shares.
    lock-up
  Purchasers
    in this offering will experience immediate and substantial
    dilution in the book value of their investment.
    If
    securities or industry analysts do not publish research or
    reports about our business, or publish negative reports about
    our business, our stock price and trading volume could
    decline.
   29




---



##### 



We
    have broad discretion in the use of net proceeds from this
    offering and may not use them effectively.
    We
    will incur significant increased costs as a result of operating
    as a public company, and our management will be required to
    devote substantial time to new compliance
    initiatives.
    We do
    not anticipate paying any cash dividends in the foreseeable
    future, and accordingly, stockholders must rely on stock
    appreciation for any return on their investment.
    Anti-takeover
    provisions contained in our certificate of incorporation and
    bylaws, as well as provisions of Delaware law, could impair a
    takeover attempt.
    
    dual class of common stock with each share of Class B
    common stock entitled to 10 votes while each share of
    Class A common stock is entitled only to one vote;
    authorizing the Board of Directors to issue, without stockholder
    approval, preferred stock with rights senior to those of our
    common stock;
    authorizing the Board of Directors to amend our bylaws and to
    fill board vacancies until the next annual meeting of the
    stockholders;
    prohibiting stockholder action by written consent;
    limiting the liability of, and providing indemnification to, our
    directors and officers;
    not authorizing our stockholders to call a special stockholder
    meeting; and
    requiring advance notification of stockholder nominations and
    proposals. 30




---



##### 



31




---



##### 



SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS      
    the size of the potential markets for our gasoline and diesel
    blendstocks;
    the expected production costs and cost-competitiveness of our
    gasoline and diesel blendstocks;
    the anticipated performance attributes of our renewable crude
    oil and gasoline and diesel blendstocks;
    the accuracy of our estimates regarding expenses, future revenue
    and capital requirements;
    the timing of the construction and commencement of operations at
    our planned commercial production facilities;
    achievement of advances in our technology platform and process
    design, including improvements to our yield;
    our ability to produce renewable crude oil and blendstocks at
    commercial scale;
    our ability economically to obtain feedstock;
    our ability to locate production facilities near low-cost,
    abundant and sustainable feedstock;
    the future price and volatility of petroleum-based products and
    of our current and future feedstocks;
    government regulatory certification, including certification of
    our gasoline and diesel blendstocks as cellulosic biofuels and
    registration of our blendstocks with the U.S. Environmental
    Protection Agency as fuels, and industry acceptance of our
    gasoline and diesel blendstocks, as well as certification,
    registration and acceptance of our blendstocks for use in jet
    fuel;
    government policymaking and incentives relating to renewable
    fuels;
    our ability to obtain and retain potential customers for our
    gasoline and diesel blendstocks;
    our ability to hire and retain skilled employees;
    our ability to obtain and maintain intellectual property
    protection for our products and processes; and
    the ability of our competitors, many of whom have greater
    resources than we do, to offer alternatives to our gasoline and
    diesel blendstocks.     32




---



##### 



MARKET,
    INDUSTRY AND OTHER DATA   33




---



##### 



USE OF
    PROCEEDS     DIVIDEND
    POLICY   34




---



##### 



CAPITALIZATION    
    on an actual basis;
    on an as adjusted basis to give effect to:  
    borrowings under our interest-free loan facility from the
    Mississippi Development Authority from April 1, 2011
    through June 9, 2011 of $26.6 million; and  
    the issuance of our Series C convertible preferred stock in
    April 2011 in the amount of $55.0 million; and  
    on an as further adjusted basis to give additional effect to:  
    the automatic conversion of all outstanding shares of our
    Series A and
    Series A-1
    convertible preferred stock into 44,571,576 shares of
    Class B common stock and of all outstanding shares of our
    Series B and Series C convertible preferred stock into
    27,917,302 shares of Class A common stock upon the
    completion of this offering;  
    the effectiveness of our amended and restated certificate of
    incorporation in Delaware upon the completion of this
    offering; and  
    the issuance by us of 10,000,000 shares of Class A
    common stock in this offering and the application of our
    estimated net proceeds from this offering as set forth under
    Use of Proceeds as if this offering occurred on
    March 31, 2011. 35




---



##### 



March 31, 2011As


As FurtherActual


Adjusted


Adjusted(In thousands, except share and per share data)
    (Unaudited)Cash and cash equivalents(1)

$
21,947


$
103,560


$
289,135Convertible preferred stock warrant liability

$
4,895


$
4,895


$
Long-term debt, including current portion, net of discount


9,234



35,847



35,847Series A convertible preferred stock, $0.0001 par
    value, 24,000,000 shares authorized, 24,000,000 shares
    issued and outstanding, actual and as adjusted; no shares
    authorized, issued or outstanding, as further adjusted


4,360



4,360



Series A-1
    convertible preferred stock, $0.0001 par value,
    25,600,000 shares authorized, 20,571,576 shares issued
    and outstanding, actual and as adjusted; no shares authorized,
    issued or outstanding, as further adjusted


10,024



10,024



Series B convertible preferred stock, $0.0001 par
    value, 25,000,000 shares authorized, 24,479,802 shares
    issued and outstanding, actual and as adjusted; no shares
    authorized, issued or outstanding, as further adjusted


120,000



120,000



Series C convertible preferred stock, $0.0001 par value, no
    shares and 13,000,000 shares authorized, actual and as adjusted,
    respectively; no shares and 11,219,908 issued and outstanding,
    actual and as adjusted, respectively; no shares authorized,
    issued or outstanding, as further adjusted






55,000



Stockholders equity (deficit):Class A common stock, $0.0001 par value,
    112,100,000 shares authorized, 70,000 shares issued
    and outstanding, actual and as adjusted; 250,000,000 shares
    authorized and 37,987,302 shares issued and outstanding, as
    further adjusted










4Class B common stock (formerly common stock),
    $0.0001 par value, 72,000,000 shares authorized,
    17,277,120 shares issued and outstanding, actual and as
    adjusted; 72,000,000 shares authorized and 61,848,696 shares
    issued and outstanding, as further adjusted


2



2



6Preferred stock, $0.0001 par value, no shares authorized,
    issued and outstanding, actual; 2,000,000 shares authorized and
    no shares issued and outstanding, as adjusted and as further
    adjusted










Additional paid-in capital(1)


4,908



4,908



384,754Deficit accumulated during the development stage


(79,717
)


(79,717
)


(79,717
)Total stockholders equity (deficit)(1)


(74,807
)


(74,807
)


305,047Total capitalization(1)

$
73,706


$
155,319


$
340,894  
    (1)
    
    A $1.00 increase (decrease) in the assumed initial public
    offering price of $20.00 per share, (the midpoint of the price
    range set forth on the cover page of this prospectus) would
    increase (decrease) each of cash and cash equivalents,
    additional paid-in capital, total stockholders equity and
    total capitalization 36




---



##### 



by $9.4 million, assuming no change in the number of shares
    offered by us as set forth on the cover page of this prospectus
    and after deducting the estimated underwriting discounts and
    commissions and estimated offering expenses payable by us.    
    8,041,880 shares of our Class A common stock issuable
    upon the exercise of options to purchase shares of Class A
    common stock outstanding as of March 31, 2011, at a
    weighted average exercise price of $1.98 per share;
    7,049,454 shares of our Class B common stock issuable
    upon the exercise of options to purchase shares of Class B
    common stock outstanding as of March 31, 2011, at a
    weighted average exercise price of $0.08375 per share;
    456,822 shares of our Class A common stock issuable
    upon the exercise of warrants outstanding as of March 31,
    2011, at a weighted average exercise price of $2.152 per share; 
  
    18,750 shares (assuming a conversion price that is 80% of
    an assumed initial public offering price of $20.00 per share,
    the midpoint of the price range set forth on the cover page of
    this prospectus) of our Class A common stock issuable upon
    the exercise of 61,200 warrants that we were required to issue
    as of March 31, 2011 at a weighted-average exercise price
    of $4.902 per share; 
  
    411,312 shares of our Class B common stock issuable
    upon the exercise of warrants outstanding as of March 31,
    2011 at a weighted-average exercise price of $0.4863 per share;
    2,199,936 shares of our Class A common stock reserved
    for future issuance as of March 31, 2011 under our amended
    and restated 2007 Stock Option/Stock Issuance Plan;
    1,708,266 shares of our Class B common stock reserved
    for future issuance as of March 31, 2011 under our amended
    and restated 2007 Stock Option/Stock Issuance Plan; and
    9,983,600 shares of our Class A common stock reserved for
    future issuance under our 2011 Long-Term Incentive Plan, which
    will become effective upon the completion of this offering.  Conversion
    of Our Series C Convertible Preferred Stock
       37




---



##### 



March 31, 2011As Further AdjustedTotal Shares ofSeries C





Class A CommonConvertible


Series C


Stock IssuablePreferred Stock


Convertible


upon Conversionto Class A


Preferred Stock


of Series C


Total SharesCommon Stock


to Class A


Convertible


of Class AAssumed Initial Public


Conversion Price


Common Stock


Preferred Stock(2)


Common StockOffering Price($)


($)(1)


Conversion Ratio


(e) = (c)*


Outstanding After(a)


(b) = (a)*80%


(c) = $4.902/(b)


11,219,908


This Offering(3)$
19.00


$
15.20



1:0.32250



3,618,420



38,168,222$
19.50


$
15.60



1:0.31423



3,525,640



38,075,442$
20.00


$
16.00



1:0.30638



3,437,500



37,987,302$
20.50


$
16.40



1:0.29890



3,353,657



37,903,459$
21.00


$
16.80



1:0.29179



3,273,808



37,823,610     (1)
    
    For purposes of the table set forth above, we have assumed that
    the offering will close on or before October 31, 2011, and
    have therefore assumed that the conversion price of the
    Series C convertible preferred stock will be adjusted to an
    amount equal to 80% of the offering price per share or price per
    share paid by investors in the offering.(2)
    
    Pursuant to our amended and restated certificate of
    incorporation, the number of shares of Class A common stock
    that each holder of Series C convertible preferred stock
    will be entitled to receive upon conversion thereof will be
    rounded down to the nearest whole share and each holder will
    receive cash in lieu of any fractional share that it would
    otherwise be entitled to receive. For purposes of the table set
    forth above, the number of shares of Class A common stock
    issuable to each holder upon conversion has been rounded down to
    the nearest whole share to eliminate such fractional shares.(3)
    
    Excludes:  
    8,041,880 shares of our Class A common stock issuable
    upon the exercise of options to purchase shares of Class A
    common stock outstanding as of March 31, 2011, at a
    weighted average exercise price of $1.98 per share;
    456,822 shares of our Class A common stock issuable
    upon the exercise of warrants outstanding as of March 31,
    2011, at a weighted average exercise price of $2.152 per
    share; and 
  
    18,750 shares (assuming a conversion price that is 80% of
    an assumed initial public offering price of $20.00 per share,
    the midpoint of the price range set forth on the cover page of
    this prospectus) of our Class A common stock issuable upon
    the exercise of 61,200 warrants that we were required to issue
    as of March 31, 2011 at a weighted-average exercise price
    of $4.902 per share. 
 38




---



##### 



DILUTION        Assumed initial public offering price per share





$
20.00Pro forma net tangible book value per share of Class A
    common stock and Class B common stock as of March 31,
    2011, before giving effect to this offering

$
0.69Increase in pro forma net tangible book value per share
    attributed to new investors purchasing shares in this offering


2.34Pro forma as adjusted net tangible book value per share after
    this offering






3.03Dilution per share to investors in this offering





$
16.97  
   
     39




---



##### 



Shares Purchased

Total Consideration

Average PriceNumber

Percent

Amount

Percent

per Share(In thousands other than percentages and per share data)Existing stockholders


89,836



90
%

$
119,472



37.4
%

$
1.33Investors participating in this offering


10,000



10



200,000



62.6



20.00Total


99,836



100
%

$
319,472



100
%         
    8,041,880 shares of our Class A common stock issuable
    upon the exercise of options to purchase shares of Class A
    common stock outstanding as of March 31, 2011, at a
    weighted average exercise price of $1.98 per share;
    7,049,454 shares of our Class B common stock issuable
    upon the exercise of options to purchase shares of Class B
    common stock outstanding as of March 31, 2011, at a
    weighted average exercise price of $0.08375 per share;
    456,822 shares of our Class A common stock issuable
    upon the exercise of warrants outstanding as of March 31,
    2011, at a weighted average exercise price of $2.152 per share; 
  
    18,750 shares (assuming a conversion price that is 80% of
    an assumed initial public offering price of $20.00 per share,
    the midpoint of the price range set forth on the cover page of
    this prospectus) of our Class A common stock issuable upon
    the exercise of 61,200 warrants that we were required to issue
    as of March 31, 2011 at a weighted-average exercise price
    of $4.902 per share; 
  
    411,312 shares of our Class B common stock issuable upon the
    exercise of warrants outstanding as of March 31, 2011 at a
    weighted-average exercise price of $0.4863 per share;
    2,199,936 shares of our Class A common stock reserved
    for future issuance as of March 31, 2011 under our amended
    and restated 2007 Stock Option/Stock Issuance Plan;
    1,708,266 shares of our Class B common stock reserved
    for future issuance as of March 31, 2011 under our amended
    and restated 2007 Stock Option/Stock Issuance Plan; and 40




---



##### 




    9,983,600 shares of our Class A common stock reserved for
    future issuance under our 2011 Long-Term Incentive Plan, which
    will become effective upon the completion of this offering.     41




---



##### 



SELECTED
    CONSOLIDATED FINANCIAL DATA    July 23, 2007(Date ofInception)











Three Monthsthrough











EndedDecember 31,


Years Ended December 31,


March 31,2007


2008


2009


2010


2010


2011(In thousands, except per share amounts)Consolidated Statement of Operations Data:Research and development expenses

$
(196
)

$
(3,643
)

$
(9,961
)

$
(22,042
)

$
(4,381
)

$
(7,271
)General and administrative expenses


(277
)


(1,867
)


(2,987
)


(8,083
)


(1,226
)


(4,189
)Depreciation and amortization expense


(15
)


(178
)


(688
)


(1,656
)


(279
)


(523
)Loss from operations


(488
)


(5,688
)


(13,636
)


(31,781
)


(5,886
)


(11,983
)Interest income






71



65



34







Beneficial conversion feature expense














(10,000
)






Interest expense, net of amounts capitalized










(242
)


(1,812
)


(367
)


Foreign currency gain (loss)


16



(236
)


(215
)






8



Loss from change in fair value of warrant liability














(2,365
)






(1,410
)Loss before income taxes


(472
)


(5,853
)


(14,028
)


(45,924
)


(6,245
)


(13,393
)Income tax expense






(13
)


(31
)


(3
)






Net loss

$
(472
)

$
(5,866
)

$
(14,059
)

$
(45,927
)

$
(6,245
)

$
(13,393
)Net loss per share of common stock, basic and diluted(1)

$
(0.02
)

$
(0.10
)

$
(0.24
)

$
(0.56
)

$
(0.11
)

$
(0.16
)Weighted-average shares of common stock outstanding, basic and
    diluted(1)


14,400



14,400



14,400



15,382



14,774



16,330Pro forma net loss per share of common stock, basic and diluted
    (unaudited)(1)

$
(0.02
)

$
(0.13
)

$
(0.24
)

$
(0.61
)

$
(0.11
)

$
(0.16
)Weighted-average common shares used in computing pro forma net
    loss per share of common stock, basic and diluted (unaudited)(1)


29,040



45,084



58,972



74,722



59,346



85,381   42




---



##### 



As ofAs of December 31,

March 31,2007

2008

2009

2010

2011(In thousands)Consolidated Balance Sheet DataCash and cash equivalents

$
1,310


$
7,061


$
5,176


$
51,350


$
21,947Property, plant and equipment, net






2,506



10,526



34,880



55,969Total assets


3,956



12,718



18,522



88,841



82,213Long-term convertible promissory note to stockholder










15,000







Long-term debt, including current portion










4,049



9,517



9,234Convertible preferred stock


1,444



14,384



14,384



134,384



134,384Total stockholders equity (deficit)


2,127



(3,646
)


(17,252
)


(62,123
)


(74,807
)     (1)
    
    See Note 2 to our consolidated financial statements
    appearing elsewhere in this prospectus for an explanation of the
    method used to calculate (a) net loss per share of common
    stock, basic and diluted, (b) pro forma net loss per share
    of common stock, basic and diluted and (c) weighted-average
    number of shares used in the computation of the per share
    amounts. 43




---



##### 



MANAGEMENTS
    DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The following discussion and analysis of our financial
    condition and results of operations should be read together with
    our consolidated financial statements and the other financial
    information appearing elsewhere in this prospectus. This
    discussion contains forward-looking statements that involve
    risks and uncertainties. Our actual results could differ
    materially from those anticipated in the forward-looking
    statements as a result of various factors, including those
    discussed below and those discussed in the section entitled
    Risk Factors included elsewhere in this prospectus.
    Due to the fact that we have not generated any revenue, we
    believe that the financial information contained in this
    prospectus is not indicative of, or comparable to, the financial
    profile that we expect to have if and when we begin to generate
    revenue. Except to the extent required by law, we undertake no
    obligation to update publicly any forward-looking statements for
    any reason, even if new information becomes available or other
    events occur in the future.
  Overview
    biomass-to-renewable
       44




---



##### 



per-unit per-unit
  Our
    Commercialization Plan
         45




---



##### 



facility-by-facility
  long-lead
    Fundamentals
    of Our Business
  biomass-to-renewable
      
    Feedstock.  The largest component of our cost
    of goods sold will be the cost of procuring and preparing the
    biomass we feed into our BFCC process. Our BFCC process can
    convert a variety of biomass feedstock, including woody biomass,
    such as whole tree chips, logging residues, branches and bark,
    agricultural residues, such as sugarcane bagasse, and energy
    crops, such as switchgrass and miscanthus. Our feedstock prices
    are a function of feedstock acquisition, harvesting,
    transportation and processing costs. We have selected Southern
    Yellow Pine whole tree chips as our primary feedstock because of
    their abundant supply and generally stable pricing history. For
    the first quarter of 2011, the average cost of delivered, clean
    chip mill chips from Southern Yellow Pine was $72.30 per BDT,
    according to Timber Mart-South. Our actual feedstock costs may
    be higher or lower, depending on then-prevailing market
    conditions. We plan to reduce our feedstock costs by increasing
    our use of lower grade woody biomass, such as logging residues,
    branches and bark, at our initial commercial production
    facilities.
    Facility-related fixed costs.  As an industrial
    process, our facilities will require a baseline level of
    staffing consisting of process engineering, monitoring staff,
    testing personnel, health safety and environmental personnel and
    maintenance personnel. Other fixed costs include maintenance
    materials and casualty and liability insurance, as well as ad
    valorem and property taxes. 46




---



##### 




    Other variable costs.  We expect to use natural
    gas in our BFCC process. We also expect to incur other variable
    costs for our catalysts for our biomass conversion and
    hydrotreating processes.  start-up
      
    Economies of scale.  We expect to realize
    incidental cost savings benefits as a result of the increased
    scale of our planned standard commercial production facilities.
    We plan to expand the throughput capacity from 500 BDT per day
    in our initial-scale commercial production facility to 1,500 BDT
    per day in our subsequent planned standard commercial production
    facilities. As a result, we expect to be able to spread the
    fixed baseline facilities costs and personnel costs across a
    larger volume of production, achieving a lower
    per-unit
    labor cost.
    Learning curve efficiencies.  Engineering
    principles indicate a downward trend in costs and construction
    time of like-kind capital projects completed in progression. As
    we begin construction of our planned commercial production
    facilities, we expect to identify cost and time savings that we
    can employ in subsequent projects to reduce our overall capital
    investment per unit over time. In the long term, by largely
    replicating our subsequent commercial production facilities, we
    hope to further reduce our capital investment and operating
    costs through replication and familiarity.
    Conversion yield.  Conversion yield is the
    barrel of saleable products achieved from our process for each
    BDT of feedstock. Conversion yield is maximized primarily
    through optimization of our catalyst systems that increase the
    proportion of hydrogen and carbon in the biomass feedstock that
    are converted into saleable products rather than coke, water or
    gaseous byproducts. We have increased our overall process yield
    of blendstocks from approximately 17 gallons per BDT to
    approximately 67 gallons per BDT. Our research and
    development efforts are focused on increasing this yield to
    approximately 92 gallons per BDT.
    Composition of blendstock
    fractions.  Blendstock fractions refer to the
    relative composition of the blendstocks derived from processing
    crude oils. Within limits, we can adjust the fractions of
    gasoline, diesel and fuel oil blendstocks produced from our
    renewable crude oil, which may be tailored to potential customer
    requirements and pricing opportunities for these components. In
    our demonstration unit, we have varied the volume output of
    gasoline blendstock from 37% to 61%, diesel blendstock from 31%
    to 55% and fuel oil blendstock from 8% to 9%.  Financial
    Operations Overview
  Revenue and cost of goods sold.
  Research and Development Expenses. biomass-to-renewable
  General and Administrative Expenses.
 47




---



##### 



Depreciation and Amortization
    Expense.
  Interest Income.
  Beneficial Conversion Feature Expense.
  Interest Expense.
  Foreign Currency Loss.
  Loss from Change in Fair Value of Warrant
    Liability.
  Income Tax Expense.
  Critical
    Accounting Policies and Estimates
   48




---



##### 



Impairment
    of Long-Lived Assets and Intangible Assets
      scale-up
    Stock-Based
    Compensation
   49




---



##### 



2009

2010

2011Risk-free interest rate

0.8%  1.1%

0.5%  0.8%

2.13%Expected volatility

95.4%  137.2%

98.8%  137.2%

84.0%Expected lives (in years)

1.8  3.8

1.4  1.8

5.5Expected forfeiture rate

0.0%

0.0%

0.0%Expected dividend yield

0.0%

0.0%

0.0%                50




---



##### 



Number ofGrant

Options

Exercise



IntrinsicGrant Type

Date

Granted

Price

Fair Value

ValueEmployee

April 23, 2009


6,644,120


$
0.0838


$
0.0838
(1)


Nonemployee

April 23, 2009


360,000


$
0.0838


$
0.0838
(2)


Employee

December 30, 2009


3,355,200


$
0.09


$
0.09
(3)


Employee

March 17, 2010


575,200


$
0.09


$
0.09
(3)


Nonemployee

March 17, 2010


40,000


$
0.09


$
0.09
(4)


Employee

July 28, 2010


3,992,918


$
1.98


$
1.98
(5)


Nonemployee

July 28, 2010


725,740


$
1.98


$
1.98
(6)


Employee

December 2, 2010


346,400


$
1.98


$
1.98
(3)


Nonemployee

December 2, 2010


558,660


$
1.98


$
1.98
(3)


Employee

March 18, 2011


2,428,262


$
1.98


$
7.0245
(7)

$
5.045     (1)
    
    1,165,712 of these options vested immediately. The remaining
    options vest according to our standard vesting conditions, which
    provide for vesting of 20% of the options after one year of
    service and
    1/60th of

    the options vesting each month thereafter. All options fully
    vest after five years of service.  (2)
    
    240,000 of these options vest quarterly over four years. The
    remaining options vest according to our standard vesting
    conditions, which provide for vesting of 20% of the options
    after one year of service and
    1/60th of

    the options vesting each month thereafter. All options fully
    vest after five years of service.  (3)
    
    All of these options vest according to our standard vesting
    conditions, which provide for vesting of 20% of the options
    after one year of service and
    1/60th of

    the options vesting each month thereafter. All options fully
    vest after five years of service.(4)
    
    All of these options vested immediately.  (5)
    
    1,064,048 of these options vest upon meeting certain milestones
    determined by the Board of Directors and 1,170,470 vest monthly
    over four years.  (6)
    
    66,920 of these options vested immediately and 461,740 vest at
    5% per quarter over five years.  (7)
    
    All of these options vest 100% on the fifth anniversary of the
    grant date. We will record the fair value of the awards,
    totaling $14.6 million, as compensation expense ratably on
    a quarterly basis over the five-year vesting period.       51




---



##### 




    any recent arms length transactions in any of our common
    or preferred equity securities;
    the likelihood and timing of our potential initial public
    offering, including accomplishment of identified milestones
    required for such a transaction;
    prospects for a liquidity event, including an initial public
    offering or a company sale, liquidation or other terminal
    transaction;
    prospects for, and potential magnitude of future cash flows from
    our operations as determined by customary cash flow discounting
    methodologies;
    anticipated future capital needs, including the potential
    dilution attendant any forecast future capital requirements;
    achievement of any product certifications requisite to
    commercial sale of our products;
    the market for biofuels company equity securities, as reflected
    in the recent stock price performance of the class;
    recent changes in the risks inherent in execution of our
    business plan;
    success of our research and development activities;
    general trends in the renewable fuels industry; and
    macro-economic events affecting the value of equity investments
    generally.   52




---



##### 



Estimated Fair MarketValuation Date

Value per ShareDecember 31, 2008

$
0
.0838September 30, 2009

$
0
.0900May 31, 2010

$
1
.9800March 18, 2011

$
7
.0245     
    we issued Series A convertible preferred stock and
    Series A-1
    convertible preferred stock generating an aggregate of
    $14.4 million in net proceeds at $0.1813 per share and
    $0.4863 per share, respectively;  
    we successfully achieved proof of concept of our
    biomass-to-renewable
    fuel technology platform and planned to construct a
    demonstration facility;
    our business plan was predicated on manufacturing and selling
    our intermediate renewable oil product directly into the
    refinery market, thereby avoiding the capital intensity of
    installing hydrotreating equipment at our BFCC plants;
    our capital requirements were predicated on a 500 BDT per day
    facility cost without a hydrotreating unit;
    we had entered into a letter of intent with a significant
    industry partner for their joint testing of our renewable crude
    oil, possible involvement in feedstock supply and funding of
    production facilities;
    we had filed 50 original patent applications relating to our
    BFCC technology platform;
    we internally assessed our probability of an initial public
    offering at 25% and of a residual dissolution or other
    non-favorable terminal event at 70%; and
    we had established several milestones, including:  
    constructing our demonstration unit capable of processing 10 BDT
    per day;
    raising an additional $40 million of equity in the third
    quarter of 2010 to help build a commercial production
    facility; and
    obtaining a Department of Energy, or DOE, loan guarantee to help
    build a commercial production facility.    
    we completed construction of our demonstration unit and
    commenced operations at that unit;  
    we issued Series B convertible preferred stock in two
    separate, arms length transactions during April 2010
    generating an aggregate $110 million in net proceeds at an
    equivalent of $4.902 per share;  
    we arranged a subsequent $45 million Series B
    financing round expected to close in July 2010;
    we had filed additional patent applications relating to our BFCC
    technology platform;
    we internally assessed our probability of an initial public
    offering at 60% (up from 25% previously) and of a residual
    dissolution or other non-favorable terminal event at 40% (down
    from 70% previously); 53




---



##### 




    we had established several substantial milestones, including:  
    a probable $55 million Series C financing round in the
    first quarter of 2011;
    a $9 million capital finance facility from a private
    financial institution in September 2010;
    receipt of a DOE term sheet for a loan guarantee to help build a
    commercial production facility; and
    entering into one or more offtake agreements for our product.    
    the financings contemplated in May 2010 had not occurred;
    the interest in and demand for alternative fuels was unchanged
    during this period because crude oil prices and supplies were
    relatively stable;
    our business plan evolved to contemplate substantial additional
    capital costs for the construction of hydrotreating facilities
    decreasing the future cashflows expected to be generated from
    each project relative to our prior plan and creating additional
    financing risk;
    we had yet to attain any of the following milestones making it
    unlikely we would be able to access the public capital markets
    in the near term:  
    entering into one or more offtake agreements for our product;
    submission of our EPA fuel registration petition;
    entering into engineering arrangements for our initial-scale
    commercial production facility in Columbus, Mississippi;
    obtaining a final $75 million loan agreement for the
    Columbus, Mississippi facility;
    closing a $60 million private financing round to fund the
    equity portion of the Columbus, Mississippi facility;
    updating the strategic plan for commercial viability without
    government programs or incentives; and
    receipt of a DOE term sheet for a loan guarantee to help build a
    commercial production facility.    
    the $60 million private financing round to fund the equity
    portion of our Columbus, Mississippi facility had not occurred;
    the interest in and demand for alternative fuels remained strong
    because crude oil prices and supplies were beginning to be
    affected by potential impacts on the supply chain from the
    Middle East due to internal conflicts in Egypt and
    Libya; and
    we had attained, or were very near to attaining, certain
    milestones deemed necessary to our ability to access the capital
    markets, including:  
    we executed an offtake agreement with Hunt for the gasoline,
    diesel and fuel oil blendstocks produced from our Columbus,
    Mississippi facility;
    we submitted our RFS2 pathway petition to the EPA;
    we executed an agreement with KBR for the engineering,
    procurement and construction of our Columbus facility; 54




---



##### 




    we signed our $75 million loan agreement with the State of
    Mississippi to fund a portion of our Columbus facility;
    we received a term sheet from the DOE for a loan guarantee to
    fund a portion of our planned standard commercial production
    facilities; and
    we updated our strategic plan to provide for commercial
    viability without government programs or incentives beyond 2022.    
    our perceived likelihood of a successful initial public offering
    increased materially due to our filing of a registration
    statement with the SEC on April 11, 2011 for an IPO, the
    continued favorable IPO market for renewable fuel offerings,
    including a successful peer company offering, and our
    achievement of all of our pertinent IPO milestones;  
    we closed a $75 million interest-free loan with the
    Mississippi Development Authority and had drawn
    $26.6 million under the loan to help fund construction of
    our initial-scale commercial production facility in Columbus,
    Mississippi;  
    we closed a $55 million Series C round of financing
    with existing investors, further validating the continued
    support of our equity investors to fund our future growth;  
    we broke ground on the Columbus facility and construction was
    proceeding on schedule and on budget;  
    we signed offtake agreements for the Columbus facility with two
    additional counterparties, Catchlight Energy LLC and FedEx
    Corporate Services, Inc., further validating the customer demand
    for our blendstock products;  
    we believe that satisfactory sources of additional or
    alternative financing to the DOE loan would be available to fund
    the construction of our planned standard commercial production
    facilities beginning in the second half of 2012; and  
    we believe that we could successfully increase the size of this
    offering to $200 million, providing the reasonable prospect
    for our successfully raising substantial additional equity
    capital to partially fund our future construction plans, thereby
    reducing our expected need to rely on debt financing.     55




---



##### 



Fair
    Value of Warrants Issued In Connection with Equipment and
    Business Loans
  Series A-1
  Series A-1
      Income
    Taxes
     56




---



##### 



Results
    of Operations
    Three Months EndedYears Ended December 31,


March 31,2008


2009


2010


2010


2011(Amounts in thousands)Consolidated Statement of Operations Data:Operating expenses:Research and development expenses

$
(3,643
)

$
(9,961
)

$
(22,042
)

$
(4,381
)

$
(7,271
)General and administrative expenses


(1,867
)


(2,987
)


(8,083
)


(1,226
)


(4,189
)Depreciation and amortization expense


(178
)


(688
)


(1,656
)


(279
)


(523
)Loss from operations


(5,688
)


(13,636
)


(31,781
)


(5,886
)


(11,983
)Interest income


71



65



34







Beneficial conversion feature expense










(10,000
)






Interest expense, net of amounts capitalized






(242
)


(1,812
)


(367
)


Foreign currency loss


(236
)


(215
)






8



Loss from change in fair value of warrant liability










(2,365
)






(1,410
)Loss before income taxes


(5,853
)


(14,028
)


(45,924
)


(6,245
)


(13,393
)Income tax expense


(13
)


(31
)


(3
)






Net loss

$
(5,866
)

$
(14,059
)

$
(45,927
)

$
(6,245
)

$
(13,393
)  57




---



##### 



Comparison
    of Three Months Ended March 31, 2010 and 2011
  Operating
    Expenses
  Three Months Ended


Increase/March 31,


(decrease)2010


2011


$


%(Dollars in thousands)Operating expenses:Research and development expenses

$
(4,381
)


(7,271
)

$
2,890



66
%General and administrative expenses


(1,226
)


(4,189
)


2,963



242
%Depreciation and amortization expense


(279
)


(523
)


244



87
%Total operating expenses

$
(5,886
)

$
(11,983
)

$
6,097   Research and Development Expenses.
  General and Administrative Expenses.
  Depreciation and Amortization Expense.
  Other
    Income (Expense), Net
  Interest Expense.
  Foreign Currency Loss.
 58




---



##### 



Comparison
    of Years Ended December 31, 2009 and 2010
  Operating
    Expenses
  Years EndedDecember 31,


Increase in 20102009


2010


$


%(Dollars in thousands)Operating expenses:Research and development expenses

$
(9,961
)

$
(22,042
)

$
12,081



121
%General and administrative expenses


(2,987
)


(8,083
)


5,096



171
%Depreciation and amortization expense


(688
)


(1,656
)


968



141
%Total operating expenses

$
(13,636
)

$
(31,781
)

$
18,145   Research and Development Expenses.
  General and Administrative Expenses.
  Depreciation and Amortization Expense.
  Other
    Income (Expense), Net
  Beneficial Conversion Feature
    Expense.
  Interest Expense.
 59




---



##### 



Foreign Currency Loss.
  Loss from Change in Fair Value of Warrant
    Liability.
  Comparison
    of Years Ended December 31, 2008 and 2009
  Operating
    Expenses
  Years EndedDecember 31,


Increase in 20092008


2009


$


%(Dollars in thousands)Operating expenses:Research and development expenses

$
(3,643
)

$
(9,961
)

$
6,318



173
%General and administrative expenses


(1,867
)


(2,987
)

$
1,120



60
%Depreciation and amortization expense


(178
)


(688
)

$
510



287
%Total operating expenses

$
(5,688
)

$
(13,636
)

$
7,948   Research and Development Expenses.
  General and Administrative Expenses.
  Depreciation and Amortization Expense.
  Other
    Income (Expense), Net
  Interest Expense.
  Foreign Currency Loss.
 60




---



##### 



Liquidity
    and Capital Resources
      
    Funding the construction and startup of our initial-scale
    commercial production facility under construction in Columbus,
    Mississippi. We estimate that this initial-scale commercial
    production facility, including a hydrotreater, will cost
    approximately $190 million to complete, of which we had
    paid $29.1 million as of March 31, 2011. We expect to
    spend approximately $150 million over the next
    12 months to complete construction of this facility. We
    expect our Columbus facility to commence production by the
    second half of 2012.
    Funding the construction and startup of our planned first
    commercial production facility in Newton, Mississippi at an
    estimated cost of approximately $350 million and the first
    train of our two-train centralized hydrotreating facility at an
    estimated cost of approximately $110 million. We expect to
    begin construction of this facility in the third quarter of
    2012. We expect to spend between approximately $50 million
    and $70 million over the next 12 months on capital
    expenditures, including front-end engineering and procurement
    services and long-lead equipment, for this facility.
    Funding our anticipated continued operating losses through at
    least 2013.  Issuance
    of Series C Convertible Preferred Stock
  Series A-1
    Mississippi
    Development Authority Loan
   61




---



##### 



Additional
    Financing Requirements
    facility-by-facility
   62




---



##### 



Long-Term
    Debt
    December 31,


March 31,2009


2010


2011(Amounts in thousands)Long-Term Debt:Equipment loans

$
4,165


$
3,710


$
3,507Business loan






6,327



6,194Less: unamortized debt discounts


(116
)


(520
)


(467
)Long-term debt, net of discount


4,049



9,517



9,234Less: current portion


(1,667
)


(4,480
)


(667
)Long-term debt, less current portion, net of discount

$
2,382


$
5,037


$
8,567Convertible promissory note to stockholder

$
15,000


$



$
   Equipment
    Loans
  Equipment Loan #1.
    Equipment Loan #2.
  Business
    Loan
    Amendments
    of Equipment and Business Loans
   63




---



##### 



Convertible
    Promissory Note to Stockholder
      Cash
    Flows
  Three Months EndedYears Ended December 31,

March 31,2008

2009

2010

2010

2011(Amounts in thousands)Net cash provided by (used in):Operating activities

$
(4,416
)

$
(12,401
)

$
(30,505
)

$
(6,194
)

$
(12,455
)Investing activities

$
(3,116
)

$
(8,438
)

$
(23,488
)

$
(4,997
)

$
(16,641
)Financing activities

$
12,940


$
19,164


$
100,382


$
7,608


$
(307
)   Operating activities.
  Investing Activities.
 64




---



##### 



Financing Activities. Series A-1
  Contractual
    Obligations
    Less Than


1 - 3


4 - 5


AfterTotal


1 Year


Years


Years


5 Years(Amounts in thousands)Equipment loansPrincipal

$
3,797


$
2,080


$
1,717


$



$
Interest(1)


254



193



61







Business loansPrincipal


6,607



2,400



4,207







Interest(1)


852



571



281







Operating leases


773



540



233







Purchase commitments(2)


28,657



28,657











Total contractual obligations

$
40,940


$
34,441


$
6,499


$



$
     (1)
    
    Interest rates are more fully described in Note 6 of our
    consolidated financial statements.(2)
    
    Purchase commitments related to the construction of our
    initial-scale commercial production facility in Columbus,
    Mississippi.  Off-Balance
    Sheet Arrangements
    Seasonality
    Recent
    Accounting Pronouncements
   65




---



##### 



Quantitative
    and Qualitative Disclosures About Market Risk
  Interest
    Rate Risk
    Foreign
    Currency Risk
   66




---



##### 



INDUSTRY      The
    Traditional Oil Industry
  Overview
        Exploration &
    Production
      and/or
   67




---



##### 



Refining
      Refining
    Economics
      The
    Renewable Fuels Industry
  Overview
      
    Renewable Fuel:  A fuel produced from renewable
    biomass that replaces or reduces the quantity of fossil fuel
    present in transportation fuel, heating oil or jet fuel. A
    renewable fuel must also reduce lifecycle greenhouse gas
    emissions by at least 20% compared to a 2005 baseline for the
    fuel it supplants. The EISA requirement for the volume of all
    renewable fuel was 12.95 billion gallons in 2010,
    increasing to 20.5 billion gallons in 2015 and reaching
    36.0 billion gallons in 2022. 68




---



##### 




    Advanced Biofuel:  A renewable fuel, other than
    corn ethanol, that reduces lifecycle greenhouse gas emissions by
    at least 50%. Advanced biofuel is a subset of renewable fuel. Of
    the total EISA requirement for the volume of renewable fuel, at
    least 950 million gallons of renewable fuel was required to
    be advanced biofuel in 2010, increasing to 5.5 billion
    gallons in 2015 and reaching 21.0 billion gallons in 2022.
    Biomass-based Diesel:  A renewable fuel meeting
    the definition of either biodiesel or non-ester renewable diesel
    that reduces lifecycle greenhouse gas emissions by at least 50%.
    Biomass-based diesel is a subset of advanced biofuel and cannot
    be co-processed with petroleum. Of the total EISA requirement
    for the volume of renewable fuel, at least 650 million
    gallons of advanced biofuel was required to be biomass-based
    diesel in 2010, with volumes for 2015 and 2022 to be established
    by the U.S. Environmental Protection Agency, or EPA, but in
    no event less than 1.0 billion gallons.
    Cellulosic Biofuel:  A renewable fuel derived
    from any cellulose, hemicellulose or lignin that reduces
    lifecycle greenhouse gas emissions by at least 60%. Cellulosic
    biofuel is a subset of advanced biofuel. Of the total EISA
    requirement for the volume of renewable fuel, at least
    100 million gallons of advanced biofuel was required to be
    cellulosic biofuel in 2010, increasing to 3.0 billion
    gallons in 2015 and reaching 16.0 billion gallons in 2022.  Cash Cost
    and Market Price for Renewable Fuels
  Sugarcane


BiodieselCorn ethanol


ethanol


(biomass-based(renewable fuel)


(advanced biofuel)


diesel)Cash cost

$
2.412



Unavailable


$
4.770(1
)Market price

$
2.587



$3.889


$
5.148(1
)     Sources:
  (1)
    
    On a per gallon of ethanol equivalent basis, this equates to a
    production cost of $3.180 and market price of $3.432. 69




---



##### 



70




---



##### 



Government
    Programs, Incentives and Regulations
    RFS2,
    RINs and Waiver Credits
         71




---



##### 




    a Waiver Credit, which only meets an obligated partys
    cellulosic renewable volume obligation, or RVO, plus an advanced
    RIN, which meets their advanced and renewable RVOs; or
    a cellulosic RIN, which meets their cellulosic, advanced and
    renewable RVOs.        Cellulosic
    Biofuel Tax Credit
    U.S.
    Department of Energy Loan Guarantee Program
   72




---



##### 



California
    Low Carbon Fuel Standard
  S-1-07
    The
    Forest Products Industry
  Overview
  biomass-to-renewable
 73




---



##### 



Abundant
    Supply
          
  Source:
    RISI, Inc.
   74




---



##### 



Source:
    RISI, Inc. Converted from billions of cubic feet using 0.0178
    dry tons per cubic foot.
  (1)
    
    Approximately
    annual average.(2)
    
    Harvests
    from operable forests only.  Favorable
    Feedstock Economics
      
  Sources:
    Timber
    Mart-South for Stumpage data (nominal dollars per green ton
    adjusted assuming 2.5% annual inflation to base year 2010 and
    50% moisture content). USDA Forest Service for Growth and
    Removals. Net growth is gross growth minus loss of volume due to
    mortality. Includes Alabama, Arkansas, Florida, Georgia,
    Kentucky, Louisiana, Mississippi, North Carolina, Oklahoma,
    South Carolina, Tennessee, Texas and Virginia. Dry ton is
    defined as 2,000 pounds of woody material at 0% moisture
    content. 75




---



##### 



BUSINESS  Overview
          per-unit per-unit
    
    Real.  Our technology produces high-quality
    hydrocarbon blendstocks that we believe will drop in
    to the existing transportation fuels infrastructure for use in
    vehicles on the road today. Our gasoline and diesel blendstocks
    can be used as components in formulating a wide variety of fuel
    products meeting specifications of ASTM International for
    finished gasoline and diesel derived from petroleum-based
    blendstocks. Our fuels are not ethanol or FAME diesel. Unlike
    ethanol, which is generally subject to a 10% to 15% blend wall,
    our gasoline and diesel blendstocks can be used as components in
    formulating a variety of fuel products meeting specifications of
    ASTM International for finished gasoline and diesel derived from
    petroleum-based blendstocks. 76




---



##### 




    Renewable.  Our proprietary technology platform
    allows us to convert a wide variety of low-cost, abundant and
    sustainable non-food biomass, including woody biomass, such as
    whole tree chips, logging residues, branches and bark,
    agricultural residues, such as sugarcane bagasse, and energy
    crops, such as switchgrass and miscanthus, into renewable
    transportation fuels. In this regard, we believe that
    transportation fuels produced from our process will help to
    satisfy mandates under the Renewable Fuel Standard program, or
    RFS2. We have selected Southern Yellow Pine whole tree chips as
    our primary feedstock because of their abundant, sustainable
    supply and generally low-cost and stable pricing history
    compared to feedstocks used by traditional biofuels companies.
    Rural.  We plan to locate our commercial
    production facilities in rural areas near sources of low-cost,
    abundant and sustainable biomass. We also consider the proximity
    of a potential site to our prospective customers, the adequacy
    of infrastructure, the availability of labor to operate our
    facilities and the award of any state or local incentives. We
    believe that our rural focus not only will help us reduce our
    operating costs, but also will revitalize rural economies
    impacted by closed paper mills.
    Repeatable.  We plan to employ a modular design
    for our standard commercial production facilities that can be
    replicated in numerous locations with abundant and sustainable
    non-food feedstock in the southeastern United States and beyond.
    We believe that this copy exact design will help us
    to reduce our capital costs, implement learned best practices
    and facilitate rapid deployment of new production facilities.
    After we commercialize our technology, our repeatable renewable
    crude oil production process will effectively eliminate the
    exploration risk experienced by traditional exploration and
    production companies.  biomass-to-renewable
    400-times 50-times facility-by-facility
   77




---



##### 



Renewable Fuel Category

% Lifecycle GHG ReductionCorn ethanol (renewable fuel)


25
%Sugarcane ethanol (advanced biofuel)


71
%Biodiesel (biomass-based diesel)


76
%KiOR gasoline blendstocks (cellulosic biofuel)


82
%KiOR diesel blendstocks (cellulosic diesel)


83
%   Our
    Market
       78




---



##### 



Our
    Competitive Strengths
    
    Our renewable fuel products are hydrocarbons compatible with
    the existing transportation fuels
    infrastructure.  Unlike other renewable fuels such
    as ethanol, which is alcohol-based, or biodiesel, which is
    composed of fatty acids, our gasoline and diesel blendstocks are
    compatible hydrocarbons that can drop in to the
    existing petroleum-based transportation fuels infrastructure,
    including pipelines, interchangeably with their petroleum-based
    counterparts to produce various fuel products, including
    finished gasoline and diesel. In addition, due to the higher
    energy content of our gasoline and diesel blendstocks, we
    believe that our transportation fuels will sell at a premium to
    ethanol. Currently, we expect to compete in the mandated
    renewable fuels market against corn ethanol, sugarcane ethanol
    and biodiesel and in the general market for gasoline and diesel
    fuels.  
    We combine proprietary technology with well-established FCC
    and other refining processes.  We have developed a
    technology platform that uses our proprietary catalyst systems,
    process design and know-how, while leveraging well-established
    FCC and other refining processes, to convert a variety of
    cellulosic biomass into high-quality gasoline and diesel
    blendstocks. We believe that our in-house catalytic development
    program affords us a significant advantage in terms of
    developmental lifecycle time and efficacy of our research and
    development investment. As of June 9, 2011, we had 70
    pending original patent application families containing over
    2,000 pending claims covering different aspects of our
    technology, including our proprietary catalyst systems and
    process design. By leveraging our technological innovations with
    well-established FCC processes with their long and successful
    track record and demonstrated
    scale-up
    cost, we believe we have significantly reduced our operating
    risk.  
    Our BFCC process provides product flexibility and higher
    yields of more valuable products.  Our BFCC
    process affords us flexibility to tailor our blendstock product
    spectrum to attain higher overall product yields, as well as
    higher proportions of valuable transportation fuels. Our
    realized yield of gasoline and diesel blendstocks from our
    renewable crude oil is approximately 90%, which is higher than
    the yields that are typically attained when refining
    petroleum-based crude oil. Our proprietary catalyst systems also
    afford us the flexibility to vary our light product mix between
    gasoline and diesel blendstocks based on market conditions and
    prices, customer requirements and proximity to end markets.
    Our technology is feedstock flexible, and we have identified
    low-cost, abundant and sustainable feedstock.  Our
    technology platform is feedstock flexible and has been
    successfully tested on a variety of biomass. We believe that our
    feedstock flexibility will allow us to use the most
    cost-effective feedstock or combination of feedstocks at a given
    location. We have selected Southern Yellow Pine whole tree chips
    as our primary feedstock because of their abundant supply and
    generally stable pricing history. This non-food feedstock has a
    low cost relative to other traditional renewable biomass and a
    long lifecycle that we believe significantly dampens price
    volatility compared to seasonal feedstocks that depend more on
    weather and other short-term supply and demand dynamics. We
    expect that our ability to use logging residues, branches and
    bark will enable us to lower our feedstock costs.
    We have secured or identified strategic locations for our
    commercial production facilities.  The site for
    our initial-scale commercial production facility and the sites
    that we have identified for our next four planned standard
    commercial production facilities are situated in the Southeast
    near abundant Southern Yellow Pine feedstock and have access to
    rail, pipelines (including the Colonial pipeline, which
    transports approximately 100 million gallons of fuels per
    day to the Northeast), inland and gulf waterways and other
    transportation channels. We also have identified four additional
    potential site locations for subsequent standard commercial
    production facilities in the southeastern United States. We
    believe that former workers dislodged by the closings of paper
    mills in the Southeast could provide an available skilled labor
    force for us. 79




---



##### 




    We believe that we have a better use for woodchip
    feedstock.  Based on current prices, and if we
    meet our target production cost metrics, and if competition for
    feedstock develops in a region, we believe that we may be able
    to afford higher prices for feedstock than paper mills.
    We have an experienced management team.  Our
    executive officers and senior operational managers have
    extensive experience in research and development, new product
    development, capital project execution, feedstock procurement,
    plant operations and technology commercialization across the
    catalyst, refining, chemicals and forest products industries. We
    believe that the experience of our management team provides us
    with valuable relevant experience, which we believe will enhance
    our ability to commercialize our products, grow our business and
    improve our technology.  Our
    Strategy
    
    We have adopted a build, own and operate
    strategy.  We plan to build, own and operate our
    commercial production facilities in the United States. We began
    constructing our 500 BDT per day initial-scale commercial
    production facility in Columbus, Mississippi in the first
    quarter of 2011, with production expected to begin in the second
    half of 2012. We intend to construct our 1,500 BDT per day
    standard commercial production facilities, which are designed to
    have three times the capacity of our initial-scale commercial
    production facility, beginning in the third quarter of 2012 with
    our first planned facility in Newton, Mississippi.
    We plan to deploy BFCC facilities using copy
    exact principles.  We are designing our
    initial-scale commercial production facility to process 500 BDT
    per day and our subsequent standard commercial production
    facilities to process 1,500 BDT per day, and we plan to employ a
    modular design that can be replicated for our subsequent
    standard commercial production facilities. Utilizing learning
    from our initial commercial production facilities, we plan to
    deploy a copy exact strategy of standardized modular
    designs to reduce our capital costs, implement best practices,
    reduce operating costs, increase personnel flexibility and
    facilitate fast deployment of new production facilities. We also
    expect to develop a remote electronic facilities management
    control center in Houston, Texas. We believe that commercially
    available feedstock sources exist to support significant
    expansion opportunities in biomass-rich regions in the United
    States and globally. At a later date, we may consider larger or
    smaller standardized facility sizes to optimize the scale for
    local feedstock availability and transportation costs.
    We plan to expand our base of prospective
    customers.  We believe that we will be able to
    sell our renewable hydrocarbon-based products to a variety of
    potential customers, including independent refiners, integrated
    oil companies, distributors of finished products, such as
    terminal or rack owners, and end users of petroleum products,
    such as transportation companies, fleets or petrochemical
    operators. We also intend to seek certification of our
    blendstocks for use in jet fuel. We believe that this broad
    potential customer base will allow us to maximize the value we
    receive for our products, as well as make us less dependent on
    any one customer or market.
    We intend to maximize our feedstock flexibility and reduce
    costs.  Our technology platform is feedstock
    flexible and has been successfully tested on a variety of
    biomass. We plan to reduce our feedstock costs by increasing our
    use of lower grade woody biomass, such as logging residues,
    branches and bark, at our planned commercial production
    facilities. Longer term, we believe that the flexibility of our
    proprietary catalyst systems will enable us to co-feed many of
    our plants with a variety of other types of renewable cellulosic
    biomass, including other woody biomass, such as poplar and
    eucalyptus tree chips, agricultural residues, such as sugarcane
    bagasse, and energy crops, such as sorghum, switchgrass and
    miscanthus. We believe that our feedstock flexibility will allow
    us to expand the geographic scope of our business, identify
    locations with proximity to multiple feedstocks and use the most
    cost-effective feedstock or combination of feedstocks at a given
    location. 80




---



##### 




    We intend to leverage our technology and expertise to
    increase our yields and the efficiency of our
    process.  We have focused on enhancing our
    proprietary technology and processes through each stage of
    development. This effort focuses on continuously improving our
    proprietary catalyst systems, optimizing the reactor design and
    operating conditions and enhancing our renewable crude oil
    processing technology. We have increased our overall process
    yield of biomass renewable fuel from approximately
    17 gallons of blendstocks per BDT to approximately 67
    gallons per BDT. Our research and development efforts are
    focused on increasing this yield to approximately 92 gallons per
    BDT. We believe that as we build and operate our initial-scale
    commercial production facility and subsequent standard
    commercial production facilities, we will also be able to
    realize operational efficiencies and reduce our production costs
    on a
    per-unit
    basis.
    We believe that we will be able to compete with
    petroleum-based transportation fuels.  Over time,
    our goal is to achieve commercial viability without reliance on
    government incentives, mandates or tariffs. Although we benefit
    from mandated policies such as RFS2, we expect that our standard
    commercial production facilities will be able to produce our
    gasoline and diesel blendstocks on a cost-competitive basis with
    existing petroleum-based counterparts without government
    subsidies at current pricing. We also expect to be able to
    compete in non-mandated international transportation fuels
    markets, as well as mandated international transportation fuels
    markets, such as the European biodiesel market, that have
    historically commanded higher prices per gallon.
    We plan to expand internationally through a variety of
    structures. Over time, we intend to expand internationally
    through direct operations and joint venture structures. We are
    actively exploring opportunities to expand internationally in
    countries with abundant, sustainable, non-food feedstocks
    available at costs lower than or competitive with domestic
    feedstocks. In March 2011, we hired a President of International
    with executive experience in international operations to lead
    our global expansion efforts.
    We plan to drive brand loyalty for
    KiOR.  We believe our products will
    provide new domestic sources of liquid transportation fuels,
    sustainably utilizing local renewable resources to help further
    energy independence and reduce greenhouse gas emissions. We plan
    to capitalize on the increasing global trend in green awareness
    to differentiate our renewable transportation fuels from
    petroleum-based alternatives. In the long term, we believe that
    we will have a substantial marketing opportunity with a variety
    of large, fuel-intensive prospective customers seeking
    sustainable, renewable transportation fuel options. These
    potential customers may include distributors of finished
    products, such as terminal or rack owners, and end users of
    petroleum products such as transportation companies, fleets or
    municipalities that would place a premium on environmentally
    friendly products.  Our
    Technology
  biomass-to-renewable
 81




---



##### 



Scaling
    Our Technology
   82




---



##### 



400-times scale-up
  50-times scale-up
    Increasing
    Our Yield
    state-of-the-art
   83




---



##### 



Our
    Feedstock Strategy
      co-feeding per-acre
    50-50
 84




---



##### 



Our Site
    Strategy
          Our
    Distribution Plan
         85




---



##### 



Intellectual
    Property
         86




---



##### 



Regulatory
    Approvals
    Cellulosic
    Biofuel
        Part 79
    Registration of Our Fuels
  case-by-case
   87




---



##### 



Cellulosic
    Biofuel Tax Credit
    Research
    and Development
      Years Ended December 31,


Three Months Ended2008


2009


2010


2010


2011(In thousands)Laboratory research

$
3,419


$
4,373


$
2,819


$
359


$
1,337Pilot plant






3,936



6,145



1,178



2,348Demonstration unit










11,374



2,361



3,325Intellectual property


224



1,652



1,704



483



261Total

$
3,643


$
9,961


$
22,042


$
4,381


$
7,271   Competition
      
    the scope of qualification of fuels under RFS2;
    compatibility with the existing liquid fuels infrastructure;
    product performance and other measures of quality;
    price;
    ability to produce meaningful volumes; and
    reliability of supply.    
    product performance and other measures of quality;
    price;
    ability to produce meaningful volumes; and 88




---



##### 




    reliability of supply.    Environmental
    and Other Regulatory Matters
    
    the federal Clean Air Act, or CAA, and analogous state laws that
    impose obligations related to air emissions;
    the federal Comprehensive Environmental Response, Compensation,
    and Liability Act, also known as CERCLA or the Superfund law,
    and analogous state laws that regulate the cleanup of hazardous
    substances that may be or have been released at properties
    currently or previously owned or operated by us or at locations
    to which our wastes are or have been transported for disposal;
    the federal Water Pollution Control Act, also known as the Clean
    Water Act, and analogous state laws that regulate discharges
    from our facilities into state and federal waters, including
    wetlands;
    the federal Resource Conservation and Recovery Act, also known
    as RCRA, and analogous state laws that impose requirements for
    the storage, treatment and disposal of solid and hazardous waste
    from our facilities;
    the Endangered Species Act; and
    the Toxic Substances Control Act and analogous state laws that
    impose requirements on the use, storage and disposal of various
    chemicals and chemical substances at our facilities.     89




---



##### 



Clean Air Act Regulation.
  Hazardous Substances and Wastes. and/or and/or and/or
    Water Discharges.
 90




---



##### 



Construction Permits.
  Safety.
  OSHA. right-to-know and/or
    TSCA.
  Climate Change.
 91




---



##### 



Facilities
    22-acre
  Employees
    Legal
    Proceedings
   92




---



##### 



MANAGEMENT  Executive
    Officers, Directors and Key Employees
    
 Name

Age

PositionExecutive OfficersFred Cannon


59


President, Chief Executive Officer and DirectorJohn H. Karnes


49


Chief Financial OfficerWilliam K. Coates


44


Chief Operating OfficerJoseph S. Cappello


45


President of InternationalJohn Kasbaum


52


Senior Vice President of CommercialChristopher A. Artzer


39


Vice President, General Counsel and SecretaryNon-Employee DirectorsRalph Alexander


56


DirectorJagdeep Singh Bachher


38


DirectorSamir Kaul


37


DirectorJohn Melo


44


DirectorPaul OConnor


55


DirectorWilliam Roach


54


DirectorGary L. Whitlock


61


DirectorKey EmployeesMichael J. Adams


62


Vice President of Process EngineeringAndre Ditsch


34


Vice President of StrategyJohn Hacskaylo


51


Vice President of Research and DevelopmentMichael P. McCollum


56


Vice President of SupplyEdward J. Smith


62


Vice President of Engineering and ConstructionDaniel J. Strope


62


Vice President of Technology  
 
 
  Executive
    Officers
  Fred Cannon 30-year
  John H. Karnes
 93




---



##### 



William K. Coates
  Joseph S. Cappello
  John Kasbaum
  Christopher A. Artzer
  Non-Employee
    Directors
  Ralph Alexander
 94




---



##### 



Anglo-American
  Jagdeep Singh Bachher, Ph.D.,
  Samir Kaul
  John Melo e-business
  Paul OConnor
 95




---



##### 



William Roach, Ph.D.,
  Gary L. Whitlock
  Key
    Employees
  Michael J. Adams
  Andre Ditsch, Ph.D.
  John Hacskaylo, Ph.D.
 96




---



##### 



Michael P. McCollum, Ph.D.
  Edward J. Smith
  Daniel J. Strope, Ph.D.
  Board of
    Directors
   97




---



##### 




    that a majority of our Board of Directors consists of
    independent directors, as defined under the rules of
    The Nasdaq Global Market;
    that the compensation of our executive officers be determined,
    or recommended to the Board of Directors for determination, by
    independent directors constituting a majority of the independent
    directors of the board in a vote in which only independent
    directors participate or by a compensation committee comprised
    solely of independent directors; and
    that director nominees be selected, or recommended to the Board
    of Directors for selection, by independent directors
    constituting a majority of the independent directors of the
    board in a vote in which only independent directors participate
    or by a nomination committee comprised solely of independent
    directors.        Audit
    Committee
  Rule 10A-3
  
    to review our external financial reporting;
    to engage our independent auditors; and
    to review our procedures for internal auditing and the adequacy
    of our internal accounting controls.  http://www.kior.com
  Nominating
    and Corporate Governance Committee
   98




---



##### 




    to recommend to the Board of Directors proposed nominees for
    election to the Board of Directors by the stockholders at annual
    meetings, including an annual review as to the renominations of
    incumbents and proposed nominees for election by the Board of
    Directors to fill vacancies that occur between stockholder
    meetings; and
    to make recommendations to the Board of Directors regarding
    corporate governance matters and practices.  http://www.kior.com
  Compensation
    Committee
    
    to administer our stock plans and incentive compensation plans,
    including our stock incentive plans, and in this capacity, make
    all option grants or awards to our directors and employees under
    such plans;
    to make recommendations to the Board of Directors with respect
    to the compensation of our chief executive officer and our other
    executive officers; and
    to review key employee compensation policies, plans and programs.  http://www.kior.com
  Compensation
    Committee Interlocks and Insider Participation
      Code of
    Business Conduct and Ethics
  http://www.kior.com
  Compensation
    of Directors
   99




---



##### 



Director
    Compensation for the Year Ended December 31, 2010
  Fees Earned or

OptionName

Paid in Cash

Awards(1)(2)

TotalRalph Alexander

$
5,000


$
202,542


$
207,542Jagdeep Singh Bachher










Samir Kaul










John Melo

$
12,500


$
202,542


$
215,042Paul OConnor










William Roach

$
12,500


$
202,542


$
215,042Gary L. Whitlock

$
2,500


$
202,542


$
205,042     (1)
    
    All non-employee directors not affiliated with any of our other
    stockholders have been granted 230,870 options to purchase
    shares of Class A common stock at an exercise price of
    $1.98 with 5% of the option shares vesting upon the completion
    of each fiscal quarter measured from the applicable vesting
    commencement date in a series of 20 successive and equal
    quarterly installments over the 60-month period measured from
    the vesting commencement dates. The options are not exercisable
    for any additional option shares following the cessation of
    service.(2)
    
    Amounts in this column reflect the grant date fair value of each
    award computed in accordance with Financial Accounting Standards
    Board Accounting Standards Codification, or FASB ASC, Topic
    718. These amounts do not correspond to the actual value that
    will be recognized by the directors. Our assumptions with
    respect to the calculation of stock-based compensation expenses
    are set forth above in Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations  Critical Accounting Policies and
    Estimates  Stock-Based Compensation. The
    assumptions used in the valuation of these awards are consistent
    with the valuation methodologies specified in the notes to our
    consolidated financial statements included elsewhere in this
    prospectus.  Limitation
    on Liability and Indemnification
    
    any breach of the directors duty of loyalty to us or to
    our stockholders;
    acts or omissions not in good faith or that involve intentional
    misconduct or a knowing violation of law;
    unlawful payment of dividends or unlawful stock repurchases or
    redemptions; and
    any transaction from which the director derived an improper
    personal benefit. 100




---



##### 



101




---



##### 



EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
      
    Fred Cannon, our President and Chief Executive Officer
    (CEO);
    T. Kevin DeNicola, our former Chief Financial Officer
    (CFO); and
    John Kasbaum, our Senior Vice President of Commercial.      Redesignation
    of Common Stock
    Compensation
    Philosophy and Objectives
    
    attract and retain a management team with the combined
    experience, knowledge and skills necessary to commercialize our
    renewable transportation fuels technology;
    incentivize our management team to achieve our strategic
    objectives; and
    create long-term stockholder value by aligning the financial
    interests of our management team with those of our stockholders.     102




---



##### 




    further developing our approach to executive compensation;
    establishing an appropriate peer group for compensation
    purposes; and
    providing benchmark compensation data regarding companies,
    including our competitors, with which we compete for executive
    talent.    Elements
    of Compensation for our Named Executive Officers
      Base Salaries. day-to-day
  Annual Bonuses.
 103




---



##### 



Equity Compensation.
       104




---



##### 



Compensation
    Decision Process
  start-up
       105




---



##### 



Other
    Executive Benefits
    
    health and dental insurance;
    vacation, sick days and personal days;
    life insurance and supplemental life insurance;
    long-term disability insurance;
    a 401(k) plan;
    flexible spending accounts;
    an employee assistance program; and
    income tax planning assistance.    Other
    Compensation Policies and Practices
  Tax considerations.
  Section 1.162-27(f),
  Policy regarding the timing of equity
    awards.
  Policy regarding restatements of performance
    measures.
 106




---



##### 



Stock ownership policies.
  Summary
    Compensation Table
    Summary
    Compensation Table
  Non-EquityStock

Option

Incentive Plan

All OtherSalary

Awards

Awards

Compensation

Compensation

TotalName and Principal Position

Year

($)

($)(1)

($)(1)

($)

($)

($)Fred Cannon


2010



299,897







1,960,343



118,800(2
)


8,881



2,387,921President and Chief Executive OfficerT. Kevin DeNicola(3)


2010



235,686















903



236,589Former Chief Financial OfficerJohn Kasbaum


2010



140,750







491,288







5,713



637,751Senior Vice President Commercial     (1)
    
    The amounts shown under Stock Awards and
    Option Awards in the above table reflect the grant
    date fair value of these awards as determined in accordance with
    Financial Accounting Standards Board, or FASB, Accounting
    Standards Codification, or ASC, Topic 718,
    Compensation  Stock Compensation, excluding the
    effects of estimated forfeitures. We based the fair value of
    stock awards on the market price of the shares awarded on the
    grant date. We calculated the value of stock option awards using
    the Black-Scholes option-pricing model. See Note 2 to our
    consolidated financial statements in this prospectus for a
    discussion of the valuation assumptions used in the valuation of
    option awards. Please see the  Grants of Plan-Based
    Awards Table for more information regarding equity awards
    granted during fiscal year 2010.  (2)
    
    In lieu of a cash bonus for the period of employment ended in
    June 2010, Mr. Cannon was awarded 60,000 fully vested
    shares of Class A common stock (subject to transfer
    restrictions) on July 29, 2010 with respect to achievement
    of the milestones described above in  Elements
    of Compensation for Our Named Executive Officers 
    Annual Bonuses in order to conserve our cash resources.
    Milestones were set based on full completion rather than
    percentage of completion and thus we do not provide thresholds
    or maximums as part of our annual performance bonus program.
    Based on the then-current $1.98 fair market value of our stock,
    an award of 60,000 shares was determined. While milestones
    were structured with a focus on full completion, our Board of
    Directors recognized the superior attainment of the prescribed
    milestones and desired to reward this superior attainment by
    awarding a bonus in an amount greater than that set forth in
    Mr. Cannons employment agreement.  (3)
    
    Mr. DeNicolas employment with us terminated effective
    in January 2011. 107




---



##### 



Grants of
    Plan-Based Awards
    Grants of
    Plan-Based Awards for Fiscal Year 2010
  All OtherStock


All OtherAwards:


Option AwardsEstimated Future


Number


Number of


Exercise or


Grant Date FairPayouts Under Non-


of Shares


Securities


Base Price of


Value of StockEquity Incentive Plan


of Stock


Underlying


Option


and OptionName

Grant Date


Awards(1)


or Units


Options(2)


Awards(3)


Awards(4)(#)


(#)


($/Sh)


($)Mr. Cannon


03/22/2010







895,520
(5)










51,98507/28/2010











1,064,048



1.98



933,48907/28/2010











1,170,470



1.98



1,026,85307/29/2010







60,000
(6)










52,63807/28/2010



100,000Mr. Kasbaum


07/28/2010











560,000



1.98



491,288     (1)
    
    Milestones were set based on full completion rather than
    percentage of completion and thus we do not provide thresholds
    or maximums as a part of our annual performance bonus program.
    Our performance program is described above in  
    Elements of Compensation for Named Executive
    Officers  Annual Bonuses. Actual amounts
    awarded in 2010 are included in the   Summary
    Compensation Table above.  (2)
    
    Grants of 1,064,048 options to Mr. Cannon are subject to
    vesting upon achievement of three milestones determined by the
    Board of Directors, with 1/3 of the shares vesting with each
    achievement. The first and second milestones have been achieved:
    the execution of the memorandum of understanding with the
    Mississippi Development Authority, which occurred in November
    2010, and the execution of a commercially acceptable product
    offtake agreement, which was signed with Hunt Refining Company,
    or Hunt, in February 2011. The third milestone, the mechanical
    completion of our
    initial-scale
    commercial production facility under construction in Columbus,
    Mississippi, has not yet been achieved. Other grants vest as to
    20% of the original number of shares on the first anniversary of
    the vesting commencement date and as to an additional 1/60th of
    the original number of shares each month thereafter until the
    fifth anniversary of the vesting commencement date, subject to
    continued service through each relevant vesting date. 100%, or
    50% with respect to Mr. Kasbaum, of unvested options are
    subject to immediate vesting upon a change of control of our
    company and termination of employment following a change of
    control, as further described below in
     Potential Benefits upon Termination Following
    a Change of Control. All options were granted under our
    amended and restated 2007 Stock Option/Stock Issuance Plan.  (3)
    
    Represents the fair market value of a share of our Class A
    common stock and Class B common stock, as determined by our
    Board of Directors, on the respective option grant date. For a
    discussion of our methodology for determining the fair market
    value of our Class A common stock and Class B common
    stock, please read Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations  Critical Accounting Policies and
    Estimates  Stock-Based Compensation elsewhere
    in this prospectus.(4)
    
    Reflects the grant date fair value of each award as determined
    in accordance with FASB ASC Topic 718, excluding the effects of
    estimated forfeitures. We based the fair value of stock awards
    on the market price of the shares awarded on the grant date. We
    calculated the value of stock option awards using the
    Black-Scholes option-pricing model. See Note 2 to our
    consolidated financial statements in this prospectus for a
    discussion of the valuation assumptions used in the valuation of
    option awards.  (5)
    
    Mr. Cannon was awarded 895,520 fully vested shares of
    Class B common stock (subject to transfer restrictions) on
    March 23, 2010 with respect to achievement of milestones
    for 2009. 108




---



##### 



(6)
    
    Mr. Cannon was awarded 60,000 fully vested shares of
    Class A common stock (subject to transfer restrictions) on
    July 29, 2010 with respect to achievement of the milestones
    described above in  Elements of Compensation
    for Our Named Executive Officers  Annual
    Bonuses. Shares were fully vested upon date of grant,
    subject to certain transfer restrictions, and were granted in
    lieu of an annual cash bonus.  Outstanding
    Equity Awards at Fiscal Year End
    Outstanding
    Equity Awards at Fiscal Year-End 2010
  Option AwardsEquityIncentivePlanAwards:Number of

Number of

Number ofSecurities

Securities

SecuritiesUnderlying

Underlying

UnderlyingUnexercised

Unexercised

Unexercised

Option

OptionOptions

Options

Options

Exercise

Vesting

Option(#)

(#)

(#)

Price

Commencement

ExpirationName

Grant Date

Exercisable(1)

Unexercisable

Unearned

($)

Date

DateMr. Cannon


04/23/2009



3,085,720







1,200,004



0.0838



06/15/2008



04/22/2019(2
)07/28/2010



1,170,470







1,024,162



1.98



06/01/2010



07/27/2020(3
)07/28/2010



1,064,048







354,680



1.98







07/27/2020(4
)Mr. DeNicola


12/30/2009



298,134



1,077,866







0.09



12/16/2009



04/20/2011(2
)Mr. Kasbaum


07/28/2010



560,000







560,000



1.98



06/01/2010



07/27/2020(2
)     (1)
    
    Options granted under the amended and restated 2007 Stock
    Option/Stock Issuance Plan prior to 2011 allowed for the option
    to be exercised prior to vesting with the stock acquired on
    exercise being subject to certain transfer restrictions and
    repurchase rights of the company at the lesser of fair market
    value or the exercise price, with such repurchase rights lapsing
    at such time as the underlying options would have vested.  (2)
    
    Grants vest as to 20% of the original number of shares on the
    first anniversary of the vesting commencement date and as to an
    additional 1/60th of the original number of shares each month
    thereafter until the fifth anniversary of the vesting
    commencement date, subject to continued service through each
    relevant vesting date; additionally, options to purchase 685,712
    shares granted to Mr. Cannon vested on the grant date.
    100%, or 50% with respect to Mr. Kasbaum, of unvested options
    are subject to rights to immediate vesting upon a change of
    control of our company and termination of employment following a
    change of control, as further described below in
     Potential Benefits upon Termination Following
    a Change of Control. Mr. DeNicolas options have
    been forfeited as his employment with us terminated in January
    2011. All options were granted under our amended and restated
    2007 Stock Option/Stock Issuance Plan.  (3)
    
    Grants vest in a series of 48 successive equal monthly
    installments upon the optionees completion of each
    additional month of service over a
    48-month
    period measured from the vesting commencement date. If an
    optionee exercises options prior to vesting, the option shares
    initially will be unvested until such time as the underlying
    options would have vested and are subject to repurchase by us at
    the lower of the exercise price or the fair market value per
    share at the time of optionees cessation of service. 100%
    of unvested options are subject to rights to immediate vesting
    upon a change of control of our company and termination of
    employment following a change of control, as further described
    below in  Potential Benefits upon Termination
    Following a Change of Control. All options were granted
    under our amended and restated 2007 Stock Option/Stock Issuance
    Plan.(4)
    
    Grants vest upon achievement of three milestones determined by
    the Board of Directors, with 1/3rd of the shares vesting with
    each achievement. The first and second milestones have been
    achieved: the execution of the memorandum of understanding with
    the Mississippi Development Authority, which occurred in 109




---



##### 



November 2010, and the execution of a commercially acceptable
    product offtake agreement, which was signed with Hunt in
    February 2011. The third milestone, the mechanical completion of
    our initial-scale commercial production facility under
    construction in Columbus, Mississippi, has not yet been achieved.  Option
    Exercises and Stock Vested During Fiscal 2010
    Potential
    Benefits upon Termination Following a Change of
    Control
        Termination Without CauseWithin 12 Months Following aChange of ControlName

Value of Accelerated OptionsMr. Cannon

$
2,275,508
(1)Mr. DeNicola


Mr. Kasbaum


     (1)
    
    This amount is equal to the product of (a) 100%, or 50% in
    the case of Mr. Kasbaum, of the number of shares underlying
    unexercised options that would vest immediately upon termination
    without cause following a change of control, assuming a
    December 31, 2010, change of control and employment
    termination and (b) the excess of $1.98 per share, which
    represents our Board of Directors determination of the
    fair market value of our common stock as of December 2,
    2010, over the exercise price of the option.  Employment
    Arrangements with Executives
   110




---



##### 



Fred Cannon.
  T. Kevin DeNicola.
  John Kasbaum.
  Joseph Cappello.
  John Karnes.
 111




---



##### 



Christopher Artzer.
  William K. Coates.
  Amended
    and Restated 2007 Stock Option/Stock Issuance Plan
   112




---



##### 



Option Grant Program.
        Stock Issuance Program.
 113




---



##### 



2011
    Long-Term Incentive Plan
    Objectives.
  Eligibility.
  Shares Available for Awards.
      Administration.
 114




---



##### 



Awards.
    Stock Options.
  Stock Appreciation Rights.
  Stock Award.
  Restricted Stock Unit Award.
 115




---



##### 



Cash Awards.
  Performance Awards.
  Performance Stock Units.
  Payment of Awards; Deferral; No
    Dividends. i.e.
  Assignability.
  Change in Control.
  Amendment.
  Duration.
  Form S-8
 116




---



##### 



401(k)
    Retirement Plan
    Indemnification
    Agreements
   117




---



##### 



CERTAIN
    RELATIONSHIPS AND RELATED PERSON TRANSACTIONS      Financings
  Series A-1
  Series A-1, Series A-1, Series A-1,
  Stockholder
    Agreements
   118




---



##### 



Agreements
    with BIOeCON
        Letter of
    Intent with Khosla Ventures
    Letter of
    Intent with AIMCo
     119




---



##### 



Participation
    in the Initial Public Offering
    Policies
    and Procedures for Related Person Transactions
      
    we or any of our subsidiaries is a participant; and
    any related person has a direct or indirect interest.   120




---



##### 



PRINCIPAL
    STOCKHOLDERS    
    each person who is known by us to own beneficially 5% or more of
    our outstanding Class A common stock and Class B
    common stock;
    each of our named executive officers;
    each of our directors; and
    all of our executive officers and directors as a group
    (12 persons).       121




---



##### 



over-allotment
 
  Shares Beneficially Owned Before Offering

Shares Beneficially Owned After Offering% of









% ofClass A

Class B

Total

Class A

Class B

TotalCommon Stock(5)

Common Stock(6)

Voting

Common Stock(5)

Common Stock(6)

VotingShares

%

Shares

%

Power

Shares

%

Shares

%

Power5% StockholdersEntities affiliated with Khosla Ventures(1)(11)


9,097,434



32.5



46,259,738



74.8



73.0



9,097,434



23.9



46,259,738



74.8



71.9Entities affiliated with Artis Capital Management, L.P.(2)(11)


11,449,918



40.9











1.8



11,449,918



30.1











1.7Entities affiliated with Alberta Investment Management
    Corporation(3)


7,369,950



26.3











1.1



7,369,950



19.4











1.1BIOeCON B.V.(4)










13,191,838



21.3



20.4











13,191,838



21.3



20.1Directors and Named Executive OfficersFred Cannon(7)


1,061,982



3.7



3,021,236



4.7



4.7



1,061,982



2.7



3,021,236



4.7



4.6T. Kevin DeNicola






































John Karnes






































John Kasbaum


112,000



*











*



112,000



*











*William K. Coates






































Joseph S. Cappello






































Christopher A. Artzer






































Ralph Alexander


34,630



*











*



34,630



*











*Jagdeep Singh Bachher(8)


7,369,950



26.3











1.1



7,369,950



19.4











1.1Samir Kaul(9)






































John Melo


46,174



*











*



46,174



*











*Paul OConnor(10)










13,191,838



21.3



20.4











13,191,838



21.3



20.1William Roach


46,174



*











*



46,174



*











*Gary L. Whitlock


34,630



*















34,630



*











*Executive officers and directors as a group (13 persons)(7)


8,705,540



29.7



16,213,074



25.3



25.5



8,705,540



22.2



16,213,074



25.3



25.2     *
    
    Less than one percent.(1)
    
    Includes 42,449,224 shares of Class B common stock
    held by Khosla Ventures II, L.P. (Khosla II),
    3,330,514 shares of Class B common stock held by members or
    affiliates of members of Khosla Ventures Associates II, LLC
    (KVA II), 480,000 shares of Class B common
    stock held by Khosla Ventures III, L.P. (Khosla III)
    and 9,097,434 shares of Class A common stock held by
    Khosla III. Vinod Khosla is the managing member of VK Services,
    LLC (VK Services). VK Services is the manager of
    each of KVA II and Khosla Ventures Associates III, LLC
    (KVA III). KVA II is the general partner of
    Khosla II and KVA III is the general partner of Khosla III.
    The members or affiliates of members of KVA II who directly hold
    shares of Class B common stock have granted Khosla II voting and
    investment power with respect to such shares. Vinod Khosla, VK
    Services, KVA II and KVA III may be deemed to have indirect
    beneficial ownership of the shares held by Khosla II,
    members or affiliates of members of KVA II and Khosla III, as
    applicable. Vinod Khosla, VK Services and KVA II disclaim
    beneficial ownership of the shares held by 122




---



##### 



Khosla II and members or affiliates of members of KVA II, except
    to the extent of their respective pecuniary interests therein.
    Vinod Khosla, VK Services and KVA III disclaim beneficial
    ownership of the shares held by Khosla III, except to the extent
    of their respectively pecuniary interests therein. The address
    for Mr. Khosla and these entities is 3000 Sand Hill Road,
    Building 3, Suite 170, Menlo Park, CA 94025.(2)
    
    Includes 65,394 shares of Class A common stock held by
    Artis Partners, L.P., 306,963 shares of Class A common
    stock held by Artis Partners 2X, L.P., 257,014 shares of
    Class A common stock held by Artis Partners
    (Institutional), L.P., 1,855,593 shares of Class A
    common stock held by Artis Partners 2X (Institutional), L.P.,
    545,654 shares of Class A common stock held by Artis
    Aggressive Growth, L.P., 712,814 shares of Class A
    common stock held by Artis Partners Ltd., 3,436,818 shares
    of Class A common stock held by Artis Partners 2X Ltd.,
    956,178 shares of Class A common stock held by Artis
    Aggressive Growth Master Fund, L.P., 1,301,198 shares of
    Class A common stock held by Artis Private Growth Partners,
    L.P., 476,012 shares of Class A common stock held by
    Artis Private Growth Partners II, L.P., 117,146 shares of
    Class A common stock held by APG2, L.P. and
    1,419,134 shares of Class A common stock held by Artis
    Private Growth Partners Entrepreneurs Fund, L.P. A principal of
    Artis Capital Management, L.P. is related to an executive
    officer of Goldman, Sachs & Co., one of the underwriters of
    this offering. The address for each of these entities is c/o
    Artis Capital Management, L.P., One Market Plaza, Steuart Street
    Tower, Suite 2700, San Francisco, California 94105.(3)
    
    Includes 2,645,812 shares of Class A common stock held
    by 1538731 Alberta Ltd. and 4,724,138 shares of
    Class A common stock held by 1538716 Alberta Ltd. The
    address for each of these entities is c/o Alberta Investment
    Management Corporation (AIMCo),
    1100-10830
    Jasper Avenue, Edmonton, AB, Canada T5J 2B3.(4)
    
    The address of BIOeCON B.V. is Hogebrinkerweg 15 e, 3871 KM
    Hoevelaken, the Netherlands.(5)
    
    Class A common stock has a voting right of one vote per
    share.(6)
    
    Class B common stock has a voting right of 10 votes
    per share.(7)
    
    24,918,614 shares beneficially owned includes the following
    shares that are subject to options that are currently
    exercisable or will become exercisable within 60 days of
    April 30, 2011.  Shares SubjectName of Beneficial Owner

to OptionsRalph Alexander


34,630Fred Cannon


3,127,698John Kasbaum


112,000John Melo


46,174William Roach


46,174Gary Whitlock


34,630Total


3,401,306
   (8)
    
    Dr. Bachher, one of our directors, is the Chief Operating
    Officer of AIMCo and as such may be deemed to have voting and
    investment power with respect to shares held by entities
    affiliated with AIMCo. Dr. Bachher disclaims beneficial
    ownership of all of these shares. The address for
    Dr. Bachher and these entities is
    1100-10830
    Jasper Avenue, Edmonton, AB, Canada T5J 2B3. 
  (9)
    
    Mr. Kaul, one of our directors, is a member of KVA II and
    KVA III, the general partner of Khosla II and Khosla III,
    respectively.  Mr. Kaul has no voting or investment power
    with respect the shares of our common stock beneficially owned
    by these entities.  Mr. Kaul disclaims beneficial ownership of
    such shares except to the extent of his pecuniary interest
    therein, including 1,408,020 shares of Class B common stock
    held by The Kaul Family Trust Dated July 20, 2009 and
    504,000 shares of Class B common stock held in trusts for
    the benefit of Mr. Kauls children. Mr. Kaul is
    the trustee of The Kaul Family Trust Dated July 20,
    2009, and each of Mr. Kaul, Mr. Kauls wife and
    Mr. Kauls father are trustees of the trusts for the
    benefit of Mr. Kauls children, but Khosla II has been
    granted voting and investment control over such shares. The
    address for Mr. Kaul and these entities is 3000 Sand Hill
    Road, Building 3, Suite 170, Menlo Park, CA 94025. 
 123




---



##### 



(10)
    
    Paul OConnor, one of our directors and stockholders, is
    the founder, an indirect controlling stockholder and Director of
    Science and Technology of BIOeCON B.V. As such, he may be deemed
    to have voting and investment power over the shares held by
    BIOeCON B.V. The address for Mr. OConnor and BIOeCON
    B.V. is Hogebrinkerweg 15 e, 3871 KM Hoevelaken,
    the Netherlands.(11)
    
    Entities affiliated with Khosla Ventures and Artis Capital
    Management, L.P. have indicated an interest in purchasing shares
    of our Class A common stock in this offering at the initial
    public offering price up to an aggregate of
    3,500,000 shares. Because this indication of interest is
    not a binding agreement or commitment to purchase, these
    principal stockholders may elect not to purchase shares in this
    offering. However, if any shares are purchased by these
    stockholders, the number of shares of Class A common stock
    beneficially owned, the percentage of Class A common stock
    beneficially owned and the percentage of total voting power held
    after the offering will differ from that set forth in the table
    above. Assuming the purchase of all 3,500,000 shares in
    this offering by one of these stockholders, the number of shares
    of Class A common stock beneficially owned by such
    stockholder would increase by 3,500,000 shares, the
    percentage of Class A common stock beneficially owned by
    such stockholder would increase by 9.2% and the percentage of
    total voting power held by such existing investor would increase
    by 0.5%. 124




---



##### 



DESCRIPTION
    OF CAPITAL STOCK      
    250,000,000 shares of our Class A common stock,
    $0.0001 par value per share;  
    70,800,000 shares of our Class B common stock,
    $0.0001 par value per share (we refer to the Class A
    common stock and the Class B common stock collectively as
    common stock); and  
    2,000,000 shares of preferred stock, $0.0001 par value
    per share.    Common
    Stock
  Dividend
    Rights
    Voting
    Rights
    Conversion
   125




---



##### 




    Voluntary Conversion.  Each share of our
    Class B common stock is convertible into one share of our
    Class A common stock at any time, at the option of the
    holder.
    Mandatory Conversion.  All shares of our
    Class B common stock will convert into shares of our
    Class A common stock on a
    1-for-1
    basis upon the affirmative vote of holders of at least a
    majority of the shares of Class B common stock outstanding.    No
    Preemptive or Similar Rights
    Right
    to Receive Liquidation Distributions
  winding-up,
  Preferred
    Stock
      Options
   126




---



##### 



Warrants
    Series A-1 Series A-1 Series A-1
      Registration
    Rights
  Demand
    Registration Rights
   127




---



##### 



12-month
  Piggyback
    Registration Rights
    Form S-3
    Registration Rights
  Form S-3 Form S-3 Form S-3 12-month Form S-3 12-month
  Registration
    Expenses
    Expiration
    of Registration Rights
    180-day
  Anti-Takeover
    Provisions
   128




---



##### 



Delaware
    Law
    
    the transaction is approved by the Board of Directors prior to
    the time that the interested stockholder became an interested
    stockholder;
    upon consummation of the transaction which resulted in the
    stockholders becoming an interested stockholder, the
    interested stockholder owned at least 85% of the voting stock of
    the corporation outstanding at the time the transaction
    commenced; or
    at or subsequent to such time that the stockholder became an
    interested stockholder the business combination is approved by
    the Board of Directors and authorized at an annual or special
    meeting of stockholders by at least two-thirds of the
    outstanding voting stock which is not owned by the interested
    stockholder.  Amended
    and Restated Certificate of Incorporation and Amended and
    Restated Bylaw Provisions
    
    Dual Class Capital Structure.  We have two
    classes of common stock, Class A common stock and
    Class B common stock. Each share of our Class A common
    stock is entitled to one vote per share and is not convertible
    into any other shares of our capital stock. Each share of our
    Class B common stock is entitled to 10 votes per share. Our
    initial investors and their affiliates, who will hold the
    majority of Class B common stock following the completion
    of this offering, will, for the foreseeable future, be able to
    control the outcome of the voting on virtually all matters
    requiring stockholder approval, including the election of
    directors and significant corporate transactions such as an
    acquisition of our company.
    Board of Directors Vacancies.  Our amended and
    restated certificate of incorporation and amended and restated
    bylaws will authorize only our Board of Directors to fill vacant
    directorships. In addition, the number of directors constituting
    our Board of Directors will be set only by resolution adopted by
    a majority vote of our entire Board of Directors. These
    provisions prevent a stockholder from increasing the size of our
    Board of Directors and gaining control of our Board of Directors
    by filling the resulting vacancies with its own nominees.
    Stockholder Action; Special Meeting of
    Stockholders.  Our amended and restated
    certificate of incorporation will provide that our stockholders
    may not take action by written consent, but may only take action
    at annual or special meetings of our stockholders. Our amended
    and restated bylaws will further provide that special meetings
    of our stockholders may be called only by a majority of our
    Board of Directors, the chairman of our Board of Directors, our
    lead director, our chief executive officer or our president.
    Advance Notice Requirements for Stockholder Proposals and
    Director Nominations.  Our amended and restated
    bylaws will provide advance notice procedures for stockholders
    seeking to bring business before our annual meeting of
    stockholders, or to nominate candidates for election as
    directors at our annual meeting of stockholders. Our amended and
    restated bylaws also will specify certain requirements regarding
    the form and content of a stockholders notice. These
    provisions may preclude our stockholders from bringing matters
    before our annual meeting of stockholders or from making
    nominations for directors at our annual meeting of stockholders. 129




---



##### 




    Issuance of Blank Check Preferred
    Stock.  After the filing of our amended and
    restated certificate of incorporation, our Board of Directors
    will have the authority, without further action by the
    stockholders, to issue up to 1,000,000 shares of
    undesignated blank check preferred stock with rights
    and preferences, including voting rights, designated from time
    to time by the Board of Directors. The existence of authorized
    but unissued shares of preferred stock enables our Board of
    Directors to render more difficult or to discourage an attempt
    to obtain control of us by means of a merger, tender offer,
    proxy contest or otherwise.  
    Supermajority Voting Requirement to Amend Certain Provisions
    of Our Amended and Restated Certificate of Incorporation and
    Amended and Restated Bylaws.  Our amended and
    restated certificate of incorporation will require a
    662/3%
    stockholder vote for the adoption, amendment or repeal of any
    provision of our amended and restated bylaws and for the
    amendment or repeal of certain provisions of our amended and
    restated certificate of incorporation relating to the
    requirement that stockholder actions be effected at a duly
    called meeting, and the designated parties entitled to call a
    special meeting of the stockholders.  Transfer
    Agent and Registrar
    Stock
    Exchange Listing
   130




---



##### 



SHARES ELIGIBLE
    FOR FUTURE SALE    Sales of
    Restricted Shares
  lock-up
  lock-up lock-up
  Lock-Up
    Agreements
  lock-up
  Rule 144
     131




---



##### 



Rule 701
    Stock
    Issue Under Employee Plans
  Form S-8 lock-up
  Investors
    Rights Agreement
    Other
    Market Stand-Off Provisions
    Registration
    Rights
   132




---



##### 



MATERIAL
    UNITED STATES FEDERAL INCOME TAX CONSEQUENCES      
    financial institutions, banks and thrifts,
    insurance companies,
    real estate investment trusts,
    regulated investment companies,
    retirement plans,
    grantor trusts,
    common trust funds,
    partnerships or other pass-through entities and investors who
    hold our Class A common stock through such entities,
    dealers or traders in securities or currencies or notional
    principal contracts,
    tax-exempt entities,
    certain former citizens or long-term residents of the United
    States,
    controlled foreign corporations, passive
    foreign investment companies or corporations that
    accumulate earnings to avoid United States federal income tax,
    persons that own, or are deemed to own, more than 5% of our
    outstanding common stock (except to the extent specifically set
    forth below),
    persons deemed to sell our Class A common stock under the
    constructive sale provisions of the Internal Revenue Code of
    1986, as amended, or the Internal Revenue Code,
    persons that received shares as compensation for the performance
    of services or pursuant to the exercise of options or warrants,
    persons that will hold shares as part of a hedging
    or conversion transaction or as a position in a
    straddle or as part of synthetic
    security or other integrated transaction for
    U.S. federal income tax purposes, or
    U.S. Holders (as defined below) that have a
    functional currency other than the U.S. dollar.   133




---



##### 




    an individual who is a citizen or resident of the United States,
    a corporation (or other entity treated as a corporation for
    U.S. federal income tax purposes) created or organized in
    or under the laws of the United States, any state thereof, or
    the District of Columbia,
    an estate the income of which is subject to U.S. federal
    income taxation regardless of its source, or
    a trust if either (i) such trust was in existence on
    August 20, 1996 and validly elected to be treated as a
    United States person for U.S. federal income tax purposes
    or (ii) a court within the United States is able to
    exercise primary supervision over the administration of such
    trust and one or more United States persons have the authority
    to control all of the substantial decisions of such trust.  Non-U.S. Holder
    U.S.
    Holders
  Distributions
    on Our Class A Common Stock
       134




---



##### 



Dispositions
    of Our Class A Common Stock
    Backup
    Withholding and Information Reporting Requirements
    Non-U.S.
    Holders
  Distributions
    on Our Class A Common Stock
  Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holders Form W-8BEN Non-U.S. Holders
  Non-U.S. Holders Non-U.S. Holder Non-U.S. Holder Form W-8ECI Non-U.S. Holders
   135




---



##### 



Dispositions
    of Our Class A Common Stock
  Non-U.S. Holder
  
    the
    Non-U.S. Holder
    is a nonresident alien individual who is present in the United
    States for 183 days or more during the taxable year of the
    disposition and certain other conditions are met;
    the gain is effectively connected with the
    Non-U.S. Holders
    conduct of a trade or business in the United States (and, if
    required by an applicable income tax treaty, the gain is
    attributable to a permanent establishment of the
    Non-U.S. Holder
    in the United States); or
    our Class A common stock constitutes a United States
    real property interest by reason of our being or having
    been a United States real property holding
    corporation (USRPHC) for U.S. federal
    income tax purposes at any time within the shorter of the
    five-year period ending on the date of disposition or the period
    during which the
    Non-U.S. Holder
    held our Class A common stock.  Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holders Non-U.S. Holders, Non-U.S. Holder Non-U.S. Holder, Non-U.S. Holders
  Non-U.S. Holder Non-U.S. Holders Non-U.S. Holder Non-U.S. Holders
  Information
    Reporting and Backup Withholding
  Non-U.S. Holder, Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Form W-8BEN
 136




---



##### 



Non-U.S. Holder
  Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder non-U.S. office Non-U.S. Holder
  Non-U.S. Holder Non-U.S. Holders
  Non-U.S. Holders
  Additional
    Withholding Tax Relating to Foreign Accounts
  non-U.S. entities. U.S.-owned
   137




---



##### 



UNDERWRITING    Number ofUnderwriter

SharesCredit Suisse Securities (USA) LLCUBS Securities LLCGoldman, Sachs & Co.Piper Jaffray & Co.Citigroup Global Markets Inc.Deutsche Bank Securities Inc.Total


10,000,000     30-day
      Per Share

TotalWithout

With

Without

WithOver-allotment

Over-allotment

Over-allotment

Over-allotmentUnderwriting discounts and commissions paid by us

$



$



$



$Expenses payable by us

$



$



$



$     lock-up 16-day
 138




---



##### 



18-day
 
  lock-up lock-up lock-up lock-up 16-day lock-up lock-up 18-day
 
          
    Stabilizing transactions permit bids to purchase the underlying
    security so long as the stabilizing bids do not exceed a
    specified maximum.
    Over-allotment involves sales by the underwriters of shares in
    excess of the number of shares the underwriters are obligated to
    purchase, which creates a syndicate short position. The short
    position may be either a covered short position or a naked short
    position. In a covered short position, the number of shares
    over-allotted by the underwriters is not greater than the number
    of shares that they may purchase in the over-allotment option.
    In a naked short position, the number of shares involved is
    greater than the number of shares in the over-allotment option.
    The underwriters may close out any covered short position by
    either exercising their over-allotment option
    and/or
    purchasing shares in the open market.
    Syndicate covering transactions involve purchases of the common
    stock in the open market after the distribution has been
    completed in order to cover syndicate short positions. In
    determining the source of shares to close out the short
    position, the underwriters will consider, among other things,
    the price of 139




---



##### 



shares available for purchase in the open market as compared to
    the price at which they may purchase shares through the
    over-allotment option. If the underwriters sell more shares than
    could be covered by the over-allotment option, a naked short
    position, the position can only be closed out by buying shares
    in the open market. A naked short position is more likely to be
    created if the underwriters are concerned that there could be
    downward pressure on the price of the shares in the open market
    after pricing that could adversely affect investors who purchase
    in the offering.  
    Penalty bids permit the representatives to reclaim a selling
    concession from a syndicate member when the common stock
    originally sold by the syndicate member is purchased in a
    stabilizing or syndicate covering transaction to cover syndicate
    short positions.                 140




---



##### 



and/or
     141




---



##### 



NOTICE TO
    CANADIAN RESIDENTS  Resale
    Restrictions
    Representations
    of Purchasers
    
    the purchaser is entitled under applicable provincial securities
    laws to purchase the notes without the benefit of a prospectus
    qualified under those securities laws as it is an
    accredited investor as defined under National
    Instrument
    45-106 
    Prospectus and Registration Exemptions;
    the purchaser is a permitted client as defined in
    National Instrument
    31-103 
    Registration Requirements and Exemptions;
    where required by law, that the purchaser is purchasing as
    principal and not as agent;
    the purchaser has reviewed the text above under the heading
    Resale Restrictions; and
    the purchaser acknowledges and consents to the provision of
    specified information concerning the purchase of the notes to
    the regulatory authority that by law is entitled to collect the
    information, including certain personal information. For
    purchasers in Ontario, questions about such indirect collection
    of personal information should be directed to Administrative
    Support Clerk, Suite 1903, Box 55, 20 Queen Street West,
    Toronto, Ontario M5H 3S8 or to
    (416) 593-3684.    Rights of
    Action  Ontario Purchasers
   142




---



##### 



Enforcement
    of Legal Rights
    Taxation
    and Eligibility for Investment
   143




---



##### 



LEGAL
    MATTERS   EXPERTS     WHERE YOU
    CAN FIND MORE INFORMATION  Form S-1 http://www.sec.gov. 1-800-SEC-0330
    http://www.kior.com
  KiOR,
    Inc.
    13001 Bay Park Road
    Pasadena, Texas 77507
    Attention: Chief Financial Officer
    (281) 694-8700
  Form 10-Q,
 144




---



##### 



Index to
    Consolidated Financial Statements  Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2009 and 2010


F-3Consolidated Statements of Operations for the
    Years Ended December 31, 2008, 2009 and 2010, and for the
    Period from July 23, 2007 (date of inception) through
    December 31, 2010


F-4Consolidated Statements of Convertible Preferred
    Stock, Stockholders Equity (Deficit) and Comprehensive
    Loss for the Period from July 23, 2007 (date of inception)
    to December 31, 2010 and for the Years Ended
    December 31, 2008, 2009, and 2010


F-5Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2008, 2009 and 2010, and for the
    Period from July 23, 2007 (date of inception) through
    December 31 2010


F-6Notes to Consolidated Financial Statements


F-7Condensed Consolidated Balance Sheets as of
    December 31, 2010 and March 31, 2011 (unaudited)


F-30Condensed Consolidated Statements of Operations
    for the Three Months Ended March 31, 2010 and 2011 and for
    the Period from July 23, 2007 (date of inception) through
    March 31, 2011 (unaudited)


F-31Condensed Consolidated Statements of Convertible
    Preferred Stock and Stockholders Deficit for the Three
    Months Ended March 31, 2011 (unaudited)


F-32Condensed Consolidated Statements of Cash Flows
    for the Three Months Ended March 31, 2010 and 2011 and for
    the Period from July 23, 2007 (date of inception) through
    March 31, 2011 (unaudited)


F-33Notes to Condensed Consolidated Financial
    Statements (unaudited)


F-34  F-1




---



##### 



Report of
    Independent Registered Public Accounting Firm           F-2




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)Consolidated Balance
    Sheets
  
 December 31,2009


2010(Amounts in thousands, except share data)AssetsCurrent assets:Cash and cash equivalents

$
5,176


$
51,350Restricted cash


100



100Prepaid expenses and other current assets


74



85Total current assets


5,350



51,535Property, plant and equipment, net


10,526



34,880Intangible assets, net


2,646



2,426Total assets

$
18,522


$
88,841Liabilities, Convertible Preferred Stock and
    Stockholders Equity (Deficit)Current liabilities:Current portion of long-term debt, net of discount

$
1,667


$
4,480Accounts payable


1,802



3,207Accrued liabilities


384



671Convertible preferred stock warrants liability


155



3,185Total current liabilities


4,008



11,543Long-term convertible promissory note to stockholder


15,000



Long-term debt, less current portion, net of discount


2,382



5,037Total liabilities


21,390



16,580Commitments and contingencies (Note 8)Convertible preferred stock:Series A convertible preferred stock, $0.0001 par value,
    24,000,000 shares authorized, 24,000,000 shares issued
    and outstanding at December 31, 2009 and 2010, respectively


4,360



4,360Series A-1
    convertible preferred stock, $0.0001 par value,
    25,600,000 shares authorized, 20,571,576 shares issued
    and outstanding at December 31, 2009 and 2010, respectively


10,024



10,024Series B convertible preferred stock, $0.0001 par value,
    25,000,000 shares authorized, none and 24,479,802 issued
    and outstanding at December 31, 2009 and 2010, respectively






120,000Stockholders equity (deficit):Common stock, $0.0001 par value; 72,000,000 shares
    authorized at December 31, 2009 and 2010; 14,400,000 and
    15,820,320 issued and outstanding at December 31, 2009 and
    2010, respectively


1



2Class A common stock, $0.0001 par value; none and
    112,100,000 shares authorized at December 31, 2009 and
    2010, respectively; none and 60,000 shares issued and
    outstanding at December 31, 2009 and 2010, respectively






Additional paid-in capital


2,929



4,199Deficit accumulated during the development stage


(20,397
)


(66,324
)Accumulated other comprehensive income


215



Total stockholders equity (deficit)


(17,252
)


(62,123
)Total liabilities, convertible preferred stock and
    stockholders equity (deficit)

$
18,522


$
88,841  
   F-3




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)Consolidated Statements of
    Operations
  Period fromJuly 23, 2007(Date ofInception)throughYears Ended December 31,


December 31,2008


2009


2010


2010(Amounts in thousands, except per share data)Operating expenses:Research and development expenses

$
(3,643
)

$
(9,961
)

$
(22,042
)

$
(35,842
)General and administrative expenses


(1,867
)


(2,987
)


(8,083
)


(13,214
)Depreciation and amortization expense


(178
)


(688
)


(1,656
)


(2,537
)Loss from operations


(5,688
)


(13,636
)


(31,781
)


(51,593
)Other income (expense), net:Interest income


71



65



34



170Beneficial conversion feature expense










(10,000
)


(10,000
)Interest expense, net of amounts capitalized






(242
)


(1,812
)


(2,054
)Foreign currency loss


(236
)


(215
)






(435
)Loss from change in fair value of warrant liability










(2,365
)


(2,365
)Other expense, net


(165
)


(392
)


(14,143
)


(14,684
)Loss before income taxes


(5,853
)


(14,028
)


(45,924
)


(66,277
)Income tax expense:Current


(13
)


(31
)


(3
)


(47
)Deferred














Total income tax expense


(13
)


(31
)


(3
)


(47
)Net loss

$
(5,866
)

$
(14,059
)

$
(45,927
)

$
(66,324
)Net loss per share of common stock, basic and diluted

$
(0.10
)

$
(0.24
)

$
(0.56
)Weighted-average common shares outstanding, basic and diluted


14,400



14,400



15,382Pro forma net loss per share of common stock, basic and diluted
    (unaudited) (Note 2)

$
(0.13
)

$
(0.24
)

$
(0.61
)Weighted-average common shares used in computing pro forma net
    loss per share of common stock, basic and diluted (unaudited)
    (Note 2)


45,084



58,972



74,722    F-4




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)Consolidated Statements of
    Convertible Preferred Stock, Stockholders Equity (Deficit)
    and
    Comprehensive Loss
  DeficitClass A






Accum.


Accum.Convertible



Common


Common



Addtl


During the


Other


TotalPreferred Stock



Stock


Stock



Paid-in


Dev.


Comp.


StockholdersShrs


$



Shrs


$


Shrs


$



Capital


Stage


Income


Equity (Deficit)(Amounts in thousands)Issuance of Series A convertible preferred stock


14,400


$
2,599







$







$




$



$



$



$
Receivable from Series A convertible preferred stockholder






(1,155
)
































Issuance of common stock











14,400



1












2,598











2,599Comprehensive loss:Net loss
































(472
)






(472
)Currency translation adjustment








































Total comprehensive loss








































(472
)Balance at December 31, 2007


14,400


$
1,444




14,400


$
1






$




$
2,598


$
(472
)

$



$
2,127Collection of receivable from Series A convertible
    preferred stockholder






1,155

































Issuance of Series A convertible preferred stock


9,600



1,761

































Issuance of
    Series A-1
    convertible preferred stock


20,572



10,024

































Comprehensive loss:Net loss
































(5,866
)






(5,866
)Currency translation adjustment




































93



93Total comprehensive loss








































(5,773
)Balance at December 31, 2008


44,572


$
14,384




14,400


$
1






$




$
2,598


$
(6,338
)

$
93


$
(3,646
)Stock-based compensation- options




























331











331Comprehensive loss:Net loss
































(14,059
)






(14,059
)Currency translation adjustment




































122



122Total comprehensive loss








































(13,937
)Balance at December 31, 2009


44,572


$
14,384




14,400


$
1






$




$
2,929


$
(20,397
)

$
215


$
(17,252
)Stock-based compensation- options




























730











730Stock options exercised











524
















43











43Stock-based
    compensation- Common and Class A common stock











896







60








200











200Issuance of Series B convertible preferred stock


24,480



120,000

































Issuance of warrants on common stock




























298











298Comprehensive loss:Net loss
































(45,927
)






(45,927
)Currency translation adjustment




































(215
)


(215
)Total comprehensive loss








































(46,142
)Balance at December 31, 2010


69,052


$
134,384




15,820


$
1



60


$




$
4,200


$
(66,324
)

$



$
(62,123
)    F-5




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)Consolidated Statements of Cash
    Flows
  Period fromJuly 23, 2007(Date ofInception)Years Ended December 31,


through2008


2009


2010


December 31, 2010(Amounts in thousands)Cash flows from operating activitiesNet loss

$
(5,866
)

$
(14,059
)

$
(45,927
)

$
(66,324
)Adjustments to reconcile net loss to cash used in operating
    activities:Depreciation and amortization


178



688



1,656



2,537Stock-based compensation






331



930



1,261Non cash compensation from warrants issued on common stock










298



298Beneficial conversion feature










10,000



10,000Derivative fair value adjustments










2,365



2,365Accrued interest










534



534Amortization of debt discount






39



261



300Changes in operating assets and liabilitiesPrepaid expenses and other current assets


(96
)


239



16



96Accounts payable


1,153



463



(925
)


877Accrued liabilities


215



(102
)


287



600Net cash used in operating activities


(4,416
)


(12,401
)


(30,505
)


(47,456
)Cash flows from investing activitiesPurchases of property, plant and equipment


(2,439
)


(8,588
)


(23,488
)


(34,515
)Purchases of intangible assets


(427
)










(427
)Restricted cash


(250
)


150







(100
)Net cash used in investing activities


(3,116
)


(8,438
)


(23,488
)


(35,042
)Cash flows from financing activitiesProceeds from issuance of convertible promissory note to
    stockholder






15,000







15,000Proceeds from equipment loans






5,000



1,000



6,000Payments on equipment loans






(836
)


(1,742
)


(2,578
)Proceeds from business loans










7,000



7,000Payments on business loans










(919
)


(919
)Proceeds from stock option exercises










43



43Proceeds from issuance of Series A convertible preferred
    stock


2,916











4,360Proceeds from issuance of
    Series A-1
    convertible preferred stock


10,024











10,024Proceeds from issuance of Series B convertible preferred
    stock










95,000



95,000Net cash provided by financing activities


12,940



19,164



100,382



133,930Effect of exchange rate on cash and cash equivalents


93



40



(215
)


(82
)Net increase (decrease) in cash and cash equivalents


5,501



(1,635
)


46,174



51,350Cash and cash equivalentsBeginning of period


1,310



6,811



5,176



End of period

$
6,811


$
5,176


$
51,350


$
51,350Supplemental disclosure of cash flow informationCash paid for income taxes

$
13


$
31


$
3


$
47Cash paid for interest

$



$
203


$
1,083


$
1,286Noncash investing and financing activitiesAcquisition of purchased biomass conversion technology for
    common stock

$



$



$



$
2,599Accrued purchase of property, plant and equipment

$
72


$
1,012


$
2,330


$
2,330Convertible preferred stock warrants issued in connection with
    loans

$
155


$



$
665


$
820Common stock warrants issue in connection with compensation
    arrangements

$



$



$
298


$
298Conversion of convertible promissory note to stockholder into
    Series B convertible preferred stock

$



$



$
15,000


$
15,000    F-6




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)Notes to Consolidated Financial
    Statements
  1.
    Organization
    and Operations of the Company  Organization
      Nature
    of Business
    biomass-to-fuel
  Development
    Stage Enterprise
  biomass-to-renewable
  2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
   F-7




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
  Stock
    Split
  4-for-1 4-for-1
  Significant
    Risks and Uncertainties
    Cash
    and Cash Equivalents
    Restricted
    Cash  Certificate of Deposit
    Concentration
    of Credit Risk
    Property,
    Plant and Equipment
    Description

Useful LifeLeasehold improvements


9 yearsLab and testing equipment


5 yearsManufacturing machinery and equipment


20  30 yearsFurniture and fixtures


10 yearsComputer equipment and software


3  5 years  F-8




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    Intangible
    Assets
    Impairment
    of Long-Lived Assets
    Patents
    Unamortized
    Debt Discount
  Series A-1
  Foreign
    Currency
    Research
    and Development
   F-9




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    Capitalized
    interest
    Deferred
    Income Taxes
      Stock-Based
    Compensation
      2009

2010Risk-free interest rate

0.8%  1.1%

0.5%  0.8%Expected volatility

95.4%  137.2%

98.8%  137.2%Expected lives (in years)

1.8  3.8

1.4  1.8Expected forfeiture rate

0.0%

0.0%Expected dividend yield

0.0%

0.0%  F-10




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
  Fair
    Value of Financial Instruments
      
    Level 1  Observable inputs, such as
    quoted prices in active markets for identical assets or
    liabilities.
    Level 2  Observable inputs other than
    Level 1 prices, such as quoted prices for similar assets or
    liabilities, quoted prices in markets that are not active, or
    other inputs that are observable or can be corroborated by
    observable market data for substantially the full term of the
    assets or liabilities.
    Level 3  Unobservable inputs that are
    supported by little or no market activity and that are
    significant to the fair value of the assets or liabilities and
    which reflect managements best estimate of what market
    participants would use in pricing the asset or liability at the
    measurement date. Consideration is given to risk inherent in the
    valuation technique and the risk inherent in the inputs to the
    model.    Convertible
    Preferred Stock
    Convertible
    Preferred Stock Warrant Liability
    Net
    Loss per Share and Unaudited Pro Forma Net Loss per Share of
    Common Stock
   F-11




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
     F-12




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2008


2009


2010(Amounts in thousands, except per share data)Historical net loss per share:Numerator:Net loss

$
(5,866
)

$
(14,059
)

$
(45,927
)Net loss attributable to preferred stockholders


4,433



10,626



37,406Net loss attributable to common stockholders  basic
    and diluted

$
(1,433
)

$
(3,433
)

$
(8,521
)Denominator:Weighted-average common shares used in computing net loss per
    share of common stock  basic and diluted


14,400



14,400



15,382Net loss per share of common stock attributable to common
    stockholders  basic and diluted

$
(0.10
)

$
(0.24
)

$
(0.56
)Pro forma net loss per share (unaudited):Numerator:Net loss attributable to common stockholders  basic
    and diluted

$
(1,433
)

$
(3,433
)

$
(8,521
)Net loss attributable to preferred stockholders


(4,433
)


(10,626
)


(37,406
)Net loss in computing pro forma net loss per share of common
    stock attributable to common stockholders  basic and
    diluted

$
(5,866
)

$
(14,059
)

$
(45,927
)Denominator:Weighted-average shares of common stock used in computing net
    loss per share of common stock  basic and diluted


14,400



14,400



15,382Pro forma adjustment to reflect weighted-average effect of
    assumed conversion of convertible preferred stock


30,684



44,572



59,340Weighted-average shares of common stock used in computing pro
    forma net loss per share of common stock  basic and
    diluted


45,084



58,972



74,722Pro forma net loss per share of common stock attributable to
    common stockholders  basic and diluted

$
(0.13
)

$
(0.24
)

$
(0.61
)  F-13




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2008


2009


2010(Amounts in thousands)Convertible preferred stock (as converted basis)


30,684



44,572



59,340Convertible preferred stock warrants (as converted basis)


2



412



688Common stock warrants (as converted basis)










67Stock options






4,770



12,092Total


30,686



49,754



72,187   Recent
    Accounting Pronouncements
      3.
    Fair
    Value of Financial Instruments      December 31, 2009Level 1


Level 2


Level 3


Total(Amounts in thousands)Financial LiabilitiesConvertible preferred stock warrant liability

$



$



$
155


$
155Total financial liabilities

$



$



$
155


$
155   F-14




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
  December 31, 2010Level 1


Level 2


Level 3


Total(Amounts in thousands)Financial AssetsMoney market funds

$
45,033


$



$



$
45,033Total financial assets

$
45,033


$



$



$
45,033Financial LiabilitiesConvertible preferred stock warrant liability

$



$



$
3,185


$
3,185Total financial liabilities

$



$



$
3,185


$
3,185     Fair value as of December 31, 2009

$
155Fair value of warrants issued


665Change in fair value recorded in other expense, net


2,365Fair value as of December 31, 2010

$
3,185     4.
    Property,
    plant and equipment    December 31,2009


2010(Amounts in thousands)Property, Plant and Equipment:Construction in progress

$
5,163


$
14,604Lab and testing equipment


4,220



3,250Leasehold improvement


1,377



2,194Manufacturing machinery and equipment






16,305Computer equipment and software


64



347Furniture and fixtures


202



143Total property, plant and equipment


11,026



36,843Less: accumulated depreciation


(500
)


(1,963
)Net property, plant and equipment

$
10,526


$
34,880      F-15




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    5.
    Intangible
    Assets    December 31,2009


2010(Amounts in thousands)Intangible Assets:Purchased biomass conversion technology

$
2,626


$
2,599Accumulated amortization


(362
)


(535
)Purchased biomas conversion technology, net


2,264



2,064Technology licenses


400



400Accumulated amortization


(18
)


(38
)Technology licenses, net


382



362Intangible assets, net

$
2,646


$
2,426     2011

$
1932012


1932013


1932014


1932015


193$
965   6.
    Long-Term
    Debt and Convertible Promissory Note to Stockholder    December 31,2009


2010(Amounts in thousands)Long-Term Debt:Equipment loans

$
4,165


$
3,710Business loan






6,327Less: unamortized debt discounts


(116
)


(520
)Long-term debt, net of discount


4,049



9,517Less: current portion


(1,667
)


(4,480
)Long-term debt, less current portion, net of discount

$
2,382


$
5,037Convertible promissory note to stockholder

$
15,000


$
  F-16




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    2011

$
4,4802012


4,1992013


1,3582014-2015


$
10,037   Convertible
    Promissory Note to Stockholder
      ASC 470-20, Debt with Conversion and Other Options
  Equipment
    Loans
  Equipment Loan #1
 F-17




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    Equipment Loan #2
  Business
    Loan
      7.
    Income
    Taxes    Years Ended December 31,2008


2009


2010(Amounts in thousands)United States

$
(5,877
)

$
(14,235
)

$
(45,908
)Foreign


24



207



(16
)$
(5,853
)

$
(14,028
)

$
(45,924
)     Years Ended December 31,2008


2009


2010(Amounts in thousands)United States  current and deferred

$



$



$
Foreign  current and deferred


13



31



3$
13


$
31


$
3  F-18




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    December 31,2009


2010(Amounts in thousands)Federal net operating loss carryforward

$
6,914


$
18,055Section 195 capitalization 
    start-up
    expenditures


824



3,682Other


145



834Gross deferred tax assets


7,883



22,571Basis difference related to property and equipment


(1,514
)


(3,565
)Unremitted earnings of foreign subsidiary


(42
)


(36
)Gross deferred tax liabilities


(1,556
)


(3,601
)Net deferred tax assets


6,327



18,970Valuation allowance


(6,327
)


(18,970
)$



$
       Years Ended December 31,2008


2009


2010(Amounts in thousands)Income tax benefit at statutory rate

$
(2,049
)

$
(4,910
)

$
(16,091
)Increase (decrease) in taxes resulting from:Permanent differences


1



(36
)


3,451Foreign taxes


5







Valuation allowance on tax assets


2,056



4,977



12,643Income tax expense

$
13


$
31


$
3     8.
    Commitments
    and Contingencies  Litigation
   F-19




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
  Leases
      2011

$
5402012


1542013


792014-2015


$
773   New
    Equipment Purchases
    9.
    Related-Party
    Transactions      10.
    Stockholders
    Equity  Common
    Stock
  4-for-1
  Class A
    Common Stock
   F-20




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    Common
    Stock Warrants
    11.
    Convertible
    Preferred Stock  4-for-1 4-for-1
  Series A-1 Series A-1 Series A-1
     F-21




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    December 31, 2009Shares


LiquidationShares


Issued and


Preference per


Liquidation


CarryingAuthorized


Outstanding


Share


Amount


ValueSeries A


24,000



24,000


$
0.183


$
4,380


$
4,360Series A-1


25,600



20,572


$
0.487



10,008



10,024Total


49,600



44,572






$
14,388


$
14,384   December 31, 2010Shares


LiquidationShares


Issued and


Preference per


Liquidation


CarryingAuthorized


Outstanding


Share


Amount


ValueSeries A


24,000



24,000


$
0.183


$
4,380


$
4,360Series A-1


25,600



20,572


$
0.487



10,008



10,024Series B


24,500



24,480


$
4.902



120,001



120,000Total


74,100



69,052






$
134,389


$
134,384     Rights,
    preferences and privileges of the convertible preferred
    stock
  Voting  Series A-1
  Dividends 
  DividendAmountper shareSeries A

$
0.01465Series A-1

$
0.03890Series B

$
0.39210    F-22




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
  Liquidation Preferences 
    OriginalIssue Price(1)Series A

$
0.183Series A-1

$
0.487Series B

$
4.902     (1)
    
    Original issue price is subject to appropriate adjustment in the
    event of any stock dividend, stock split, combination or other
    similar recapitalization with respect to each series of
    convertible preferred stock.  Conversion  Series A-1 Series A-1
      Series A-1
  Redemption 
 F-23




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    12.
    Derivative
    Liabilities (Convertible Preferred Stock Warrant
    Liabilities)    Exercise


Shares as of


Fair Value as ofPrice per


December 31,


December 31,Underlying Stock

Share


2009


2010


2009


2010(Amounts in thousands, except per share data)Series A-1
    convertible preferred stock

$
0.487



412



412


$
155


$
1,975Series B convertible preferred stock

$
4.902







30







109Series B convertible preferred stock

$
2.941







278







1,101Total






412



720


$
155


$
3,185   Warrants
    Issued in Connection with Equipment Loans
  Series A-1
    Warrants
    Issued in Connection with Business Loan
   F-24




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
    Risk free interest rate


1.1
%Expected volatility


115.0
%Expected dividend yield


0.0
%Expected lives (in years)


3.0     13.
    Employee
    Benefit Plan    14.
    Stock-Based
    Compensation  2007
    Stock Option/Stock Issuance Plan
    Options 
 F-25




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
      WeightedAverageWeighted


Remaining


AggregateAverage


Contractual


IntrinsicShares


Exercise Price


Life


Value(In thousands)





(In years)


(In thousands)Outstanding at December 31, 2009


10,004


$
0.08625



9.56


$
933Granted


6,238


$
1.79365Exercised


(524
)

$
0.08375Forfeited


(310
)

$
0.08405Outstanding at December 31, 2010


15,408


$
0.77745



8.98


$
11,979Vested at December 31, 2010


5,346


$
0.17250



8.68


$
922   Common Stock Subject to Repurchase 
  Stock Grants 
  15.
    Subsequent
    Events    Engineering,
    Procurement Services and Construction Agreement
   F-26




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
  Hydrogen
    Plant Lease Agreement
  15-year start-up
  Memorandum
    of Understanding  Port Authority
    
    application by the Company for all necessary permits with
    45 days, and grant of such permits within 120 days,
    which has been completed;
    completion of a site specific plan within 60 days;
    design completion within 270 days; and
    the commencement of substantial construction within one year of
    the execution of the MOU.  and/or
  2-for-1
    Stock Split
  2-for-1 2-for-1
 F-27




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
  Amendments
    of Equipment and Business Loans
    Mississippi
    Loan Agreement
      Blendstock
    Supply Agreement
   F-28




---



##### 



KiOR,
    Inc.
    (A development stage enterprise)
    Notes to Consolidated Financial
    Statements  (Continued)
  Stock
    Options
   F-29




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)Condensed Consolidated Balance Sheets
  
 Pro FormaDecember 31,


March 31,


March 31,2010


2011


2011(unaudited)


(unaudited)(Amounts in thousands,except share data)AssetsCurrent assets:Cash and cash equivalents

$
51,350


$
21,947


$
21,947Restricted cash


100



100



100Prepaid expenses and other current assets


85



192



192Total current assets


51,535



22,239



22,239Property, plant and equipment, net


34,880



55,969



55,969Intangible assets, net


2,426



2,378



2,378Other assets






1,627



1,627Total assets

$
88,841


$
82,213


$
82,213Liabilities, Convertible Preferred Stock and
    Stockholders DeficitCurrent liabilities:Current portion of long-term debt, net of discount

$
4,480


$
667


$
667Accounts payable


3,207



7,798



7,798Accrued liabilities


671



709



709Convertible preferred stock warrants liability


3,185



4,895



Total current liabilities


11,543



14,069



9,174Long-term debt, less current portion, net of discount


5,037



8,567



8,567Total liabilities


16,580



22,636



17,741Commitments and contingencies (Note 8)Convertible preferred stock:Series A convertible preferred stock, $0.0001 par
    value, 24,000,000 shares authorized, 24,000,000 shares
    issued and outstanding at December 31, 2010 and
    March 31, 2011


4,360



4,360



Series A-1
    convertible preferred stock, $0.0001 par value,
    25,600,000 shares authorized, 20,571,576 shares issued
    and outstanding at December 31, 2010 and March 31, 2011


10,024



10,024



Series B convertible preferred stock, $0.0001 par
    value, 25,000,000 shares authorized, 24,479,802 issued and
    outstanding at December 31, 2010 and March 31, 2011


120,000



120,000



Stockholders deficit:Common stock, $0.0001 par value; 72,000,000 shares
    authorized at December 31, 2010 and March 31, 2011;
    15,820,320 and 17,277,120 issued and outstanding at
    December 31, 2010 and March 31, 2011, respectively;
    61,848,696 shares issued pro forma


2



2



6Class A common stock, $0.0001 par value;
    112,100,000 shares authorized at December 31, 2010 and
    March 31, 2011; 60,000 and 70,000 shares issued and
    outstanding at December 31, 2010 and March 31, 2011,
    respectively; 24,549,802 shares issued pro forma










3Additional paid-in capital


4,199



4,908



144,180Deficit accumulated during the development stage


(66,324
)


(79,717
)


(79,717
)Total stockholders deficit


(62,123
)


(74,807
)


64,472Total liabilities, convertible preferred stock and
    stockholders deficit

$
88,841


$
82,213


$
82,213  
   F-30




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)Condensed Consolidated Statement of
    Operations
  Period fromJuly 23,2007(Date ofInception)throughThree Months Ended March 31,


March 31,2010


2011


2011(unaudited)(Amounts in thousands,except per share data)Operating expenses:Research and development expenses

$
(4,381
)

$
(7,271
)

$
(43,113
)General and administrative expenses


(1,226
)


(4,189
)


(17,403
)Depreciation and amortization expenses


(279
)


(523
)


(3,060
)Loss from operations


(5,886
)


(11,983
)


(63,576
)Other income (expense), net:Interest income










170Beneficial conversion feature expense










(10,000
)Interest expense, net of amounts capitalized


(367
)






(2,054
)Foreign currency gain (loss)


8







(435
)Loss from change in fair value of warrant liability






(1,410
)


(3,775
)Other expense, net


(359
)


(1,410
)


(16,094
)Loss before income taxes


(6,245
)


(13,393
)


(79,670
)Income tax expense:Current










(47
)Deferred










Total income tax expense










(47
)Net loss

$
(6,245
)

$
(13,393
)

$
(79,717
)Net loss per share of common stock, basic and diluted

$
(.11
)

$
(.16
)Weighted-average common shares outstanding, basic and diluted


14,774



16,330Pro forma net loss per share of common stock, basic and diluted
    (Note 2)

$
(.11
)

$
(.16
)Weighted-average common shares used in computing pro forma net
    loss per share of common stock, basic and diluted (Note 2)


59,345



85,381    F-31




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)Condensed Consolidated Statements of Convertible
    Preferred Stock and Stockholders Deficit
  DeficitClass A






Accum.Convertible



Common


Common



Addtl


During the


TotalPreferred Stock



Stock


Stock



Paid-in


Dev.


StockholdersShrs


$



Shrs


$


Shrs


$



Capital


Stage


Deficit(unaudited)(Amounts in thousands)Balance at December 31, 2010


69,052


$
134,384




15,820


$
1



60


$




$
4,200


$
(66,324
)

$
(62,123
)Stock-based compensation  options




























604







604Stock options/warrants exercised











1,457







10








105







105Net loss
































(13,393
)


(13,393
)Balance at March 31, 2011


69,052


$
134,384




17,277


$
1



70


$




$
4,909


$
(79,717
)

$
(74,807
)    F-32




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)Condensed Consolidated Statement of Cash
    Flows
  Period fromJuly 23,2007(Date ofInception)Three Months Ended


throughMarch 31,


March 31,2010


2011


2011(unaudited)(Amounts in thousands)Cash flows from operating activitiesNet loss

$
(6,245
)

$
(13,393
)

$
(79,717
)Adjustments to reconcile net loss to cash used in operating
    activities:Depreciation and amortization


279



523



3,060Stock-based compensation


49



604



1,865Non cash compensation from warrants issued on common stock










298Beneficial conversion feature










10,000Derivative fair value adjustments






1,410



3,775Accrued interest










534Amortization of debt discount


48







300Changes in operating assets and liabilities


(325
)


(1,599
)


(26
)Net cash used in operating activities


(6,194
)


(12,455
)


(59,911
)Cash flows from investing activitiesPurchases of property, plant and equipment


(4,997
)


(16,641
)


(51,156
)Purchases of intangible assets










(427
)Restricted cash










(100
)Net cash used in investing activities


(4,997
)


(16,641
)


(51,683
)Cash flows from financing activitiesProceeds from issuance of convertible promissory note to
    stockholder










15,000Proceeds from equipment loans


1,000







6,000Payments on equipment loans


(392
)


(223
)


(2,801
)Proceeds from business loans


7,000







7,000Payments on business loans






(189
)


(1,108
)Proceeds from stock option/warrants exercises






105



148Proceeds from issuance of Series A convertible preferred
    stock










4,360Proceeds from issuance of
    Series A-1
    convertible preferred stock










10,024Proceeds from issuance of Series B convertible preferred
    stock










95,000Net cash provided/(used) by financing activities


7,608



(307
)


133,623Effect of exchange rate on cash and cash equivalents


(40
)






(82
)Net increase (decrease) in cash and cash equivalents


(3,623
)


(29,403
)


21,947Cash and cash equivalentsBeginning of period


5,176



51,350



End of period

$
1,553


$
21,947


$
21,947Noncash investing and financing activitiesAccrued purchase of property, plant and equipment

$
2,038


$
4,789    F-33




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)Notes to Condensed Consolidated Financial
    Statements (Unaudited)
  1.
    General  Organization
      Nature
    of Business
    biomass-to-fuel
  Development
    Stage Enterprise
  biomass-to-renewable
  2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
   F-34




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Form S-1/A.
  Use of
    Estimates
    Comprehensive
    Income/Loss
    Stock
    Split
  4-for-1
  Pro
    Forma Balance Sheet
  Series A-1 Series A-1
  Net
    Loss per Share of Common Stock
   F-35




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
        Three Months Ended March 31,2010


2011(Amounts in thousands, except per share data)Historical net loss per share:Numerator:Net loss

$
(6,245
)

$
(13,393
)Net loss attributable to preferred stockholders


4,690



10,831Net loss attributable to common stockholders  basic
    and diluted

$
(1,555
)

$
(2,562
)Denominator:Weighted-average common shares used in computing net loss per
    share of common stock  basic and diluted


14,774



16,330Net loss per share of common stock attributable to common
    stockholders  basic and diluted

$
(.11
)

$
(.16
)   F-36




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Three Months Ended March 31,2010


2011(Amounts in thousands)Pro forma net loss per share:Numerator:Net loss attributable to common stockholders  basic
    and diluted

$
(1,555
)

$
(2,562
)Net loss attributable to preferred stockholders


(4,690
)


(10,831
)Net loss in computing pro forma net loss per share of common
    stock attributable to common stockholders  basic and
    diluted

$
(6,245
)

$
(13,393
)Denominator:Weighted-average shares of common stock used in computing net
    loss per share of common stock  basic and diluted


14,774



16,330Pro forma adjustment to reflect weighted-average effect of
    assumed conversion of convertible preferred stock


44,571



69,051Weighted-average shares of common stock used in computing pro
    forma net loss per share of common stock  basic and
    diluted


59,345



85,381Pro forma net loss per share of common stock attributable to
    common stockholders  basic and diluted

$
(.11
)

$
(.16
)     Three Months Ended March 31,2010


2011(Amounts in thousands)Convertible preferred stock (as converted basis)


44,571



69,051Convertible preferred stock warrants (as converted basis)


595



721Common stock warrants (as converted basis)






157Stock options


9,818



14,290Total


54,984



84,219   Recent
    Accounting Pronouncements
    3.
    Fair
    Value of Financial Instruments   F-37




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
      
    Level 1  Observable inputs, such as
    quoted prices in active markets for identical assets or
    liabilities.
    Level 2  Observable inputs other than
    Level 1 prices, such as quoted prices for similar assets or
    liabilities, quoted prices in markets that are not active, or
    other inputs that are observable or can be corroborated by
    observable market data for substantially the full term of the
    assets or liabilities.
    Level 3  Unobservable inputs that are
    supported by little or no market activity and that are
    significant to the fair value of the assets or liabilities and
    which reflect managements best estimate of what market
    participants would use in pricing the asset or liability at the
    measurement date. Consideration is given to risk inherent in the
    valuation technique and the risk inherent in the inputs to the
    model.    December 31, 2010Level 1


Level 2


Level 3


TotalFinancial assetsMoney market funds

$
45,033


$



$



$
45,033Total financial assets

$
45,033


$



$



$
45,033Financial liabilitiesConvertible preferred stock warrant liability

$



$



$
3,185


$
3,185Total financial liabilities

$



$



$
3,185


$
3,185   March 31, 2011Level 1


Level 2


Level 3


TotalFinancial assetsMoney market funds

$
14,033


$



$



$
14,033Total financial assets

$
14,033


$



$



$
14,033Financial liabilitiesConvertible preferred stock warrants liability

$



$



$
4,895


$
4,895Total financial liabilities

$



$



$
4,895


$
4,895    F-38




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Fair value as of December 31, 2010

$
3,185Fair value of warrants liability for loan amendment


300Change in fair value of warrant liability


1,410Fair value as of March 31, 2011

$
4,895     4.
    Property
    , Plant and Equipment    December 31,


March 31,2010


2011(Amounts in thousands)Property, plant and equipment:Construction in progress

$
14,604


$
34,861Lab and testing equipment


3,250



3,553Leasehold improvement


2,194



2,573Manufacturing, machinery and equipment


16,305



16,830Computer equipment and software


347



428Furniture and fixtures


143



161Total property, plant and equipment


36,843



58,406Less: accumulated depreciation


(1,963
)


(2,437
)Net property, plant and equipment

$
34,880


$
55,969    F-39




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  5.
    Intangible
    Assets    December 31,


March 31,2010


2011(Amounts in thousands)Intangible assets:Purchased biomass conversion technology

$
2,599


$
2,599Accumulated amortization


(535
)


(578
)Purchased biomass conversion technology, net


2,064



2,021Technology licenses


400



400Accumulated amortization


(38
)


(43
)Technology licenses, net


362



357Intangible assets, net

$
2,426


$
2,378     6.
    Long-Term
    Debt    December 31,


March 31,2010


2011(Amounts in thousands)Long-term debt:Equipment loans

$
3,710


$
3,507Business loan


6,327



6,194Less: unamortized debt discounts


(520
)


(467
)Total debt, net of discount


9,517



9,234Less: current portion


(4,480
)


(667
)Long-term debt, net of discount

$
5,037


$
8,567   Equipment
    Loans
  Equipment Loan #1
   F-40




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Equipment Loan #2
  Business
    Loan
      Amendments
    of Equipment and Business Loan
  Subsequent Events
  Mississippi
    Loan Agreement
   F-41




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
        7.
    Income
    Taxes        8.
    Commitments
    and Contingencies  Litigation
    New
    Equipment Purchases
   F-42




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  9.
    Stockholders
    Equity  Common
    Stock Warrants
    10.
    Convertible
    Preferred Stock Warrants  Warrants
    Issued in Connection with Equipment Loans
  Series A-1
    Warrants
    Issued in Connection with Business Loan
    Convertible
    Preferred Stock Warrant Liability
   F-43




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
    Warrant
    Liability
  Long-Term Debt)
    Exercise


Shares as of


Fair Value as ofPrice per


December 31,


March 31,


December 31,


March 31,Underlying Stock/Description

Share


2010


2011


2010


2011Series A-1
    convertible preferred stock

$
0.487



411



411


$
1,975


$
2,752Series B convertible preferred stock

$
4.902



31



31



109



170Series B convertible preferred stock

$
2.941



279



279



1,101



1,654Warrant liability


















319Total






721



721


$
3,185


$
4,895   11.
    Employee
    Benefit Plan    12.
    Stock-Based
    Compensation  2007
    Stock Option/Stock Issuance Plan
   F-44




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
      Compensation Expense
      WeightedAverageShares


Exercise Price(In thousands)Outstanding at December 31, 2010


15,408


$
.7470Granted


2,428


$
1.98Exercised


(1,457
)

$
.085Forfeited


(1,288
)

$
.1039Outstanding at March 31, 2011


15,091


$
1.064   Common Stock Subject to Repurchase
 F-45




---



##### 



KIOR,
    Inc.
    (A development stage enterprise)
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)  (Continued)
  Stock Grants
  13.
    Subsequent
    Events  Issuance
    of Series C Convertible Preferred Stock
  Series A-1
  Registration
    Statement
  Form S-1
  2-for-1
    Stock Split
   F-46




---



##### 








---



##### 



Dealer Prospectus
    Delivery Obligation
  Until          ,
    2011 (25 days after commencement of this offering), all
    dealers that buy, sell, or trade shares of our Class A
    common stock, whether or not participating in this offering, may
    be required to deliver a prospectus. This delivery requirement
    is in addition to the obligation of dealers to deliver a
    prospectus when acting as underwriters and with respect to their
    unsold allotments or subscriptions.




---



##### 



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 13.
    Other
    expenses of issuance and distribution    
 Securities and Exchange Commission registration fee

$
28,039FINRA filing fee


24,650Nasdaq listing fee


150,000Accounting fees and expenses


395,000Legal fees and expenses


1,125,000Printing and engraving expenses


400,000Transfer agent and registrar fees and expenses


2,500Other expenses


300,000Total

$
2,425,189  
  Item 14.
    Indemnification
    of directors and officers         II-1




---



##### 



Item 15.
    Recent
    sales of unregistered securities    Equity Issuances
  
    In November 2007, we issued and sold 14,400,000 shares of
    our Class B common stock to an accredited investor for
    intellectual property valued at approximately $2.6 million.  
    In November 2007 and June 2008, we issued and sold an aggregate
    of 24,000,000 shares of our Series A preferred stock
    at $0.183 per share for an aggregate purchase price of
    approximately $4.4 million to an accredited investor.  
    In June 2008, we issued and sold 20,571,576 shares of our
    Series A-1
    preferred stock at $0.487 per share for an aggregate purchase
    price of approximately $10 million to an accredited
    investor.  
    From April to July 2010, we issued and sold an aggregate of
    19,379,844 shares of our Series B preferred stock at $4.902
    per share for an aggregate purchase price of approximately
    $95 million to 12 accredited investors. In addition, in
    April 2010, we issued 5,099,958 shares of our Series B
    preferred stock to an accredited investor in exercise of the
    conversion of a convertible promissory note in the amount of
    $15,000,000, representing a per share purchase price of $2.941
    per share.  
    In April 2011, we issued and sold an aggregate of
    11,219,908 shares of our Series C convertible
    preferred stock at $4.902 per share for an aggregate purchase
    price of approximately $55.0 million to eight accredited
    investors that were existing investors in our company.  Debt Issuance
  
    In August 2009, we issued a convertible promissory note in the
    amount of $15,000,000 to an accredited investor. Before any of
    the principal was repaid, this note was converted into
    5,099,958 shares of Series B preferred stock at a
    conversion price of $2.941 per share as described above.  Warrant Issuances
  
    In December 2008, we issued a warrant to purchase
    411,312 shares of our
    Series A-1
    preferred stock at an exercise price of $0.487 per share to
    Lighthouse Capital Partners VI, L.P. in connection with a
    $5 million equipment loan.  
    In January 2010, we issued warrants to purchase an aggregate of
    261,800 shares of our Series B preferred stock at an
    exercise price of $2.941 to Lighthouse Capital Partners VI, L.P.
    (183,260 shares) and Leader Lending, LLC
    (78,540 shares) in connection with a $7 million
    business loan. II-2




---



##### 




    In March 2010, we issued a warrant to purchase
    16,998 shares of our Series B preferred stock at an
    exercise price of $2.491 per share to Silicon Valley Bank in
    connection with a $1 million equipment loan.
    In April 2010, we issued a warrant to purchase
    30,600 shares of our Series B preferred stock at an
    exercise price of $4.902 per share to Lighthouse Capital
    Partners VI, L.P. in connection with the December 2008
    $5 million equipment loan.
    In July 2010, we issued three warrants to purchase an aggregate
    of 157,424 shares of our Class A common stock at an
    exercise price of $0.09 per share to consultants for services
    rendered to us. One of these warrants covering
    10,000 shares of our Class A common stock was
    exercised in March 2011 for net proceeds received by us of $900.
    In June 2011, we issued warrants to purchase an aggregate of
    10,198 shares of our Series C preferred stock at an
    exercise price of $4.902 per share to Lighthouse Capital
    Partners VI, L.P. in connection with an amendment to the
    December 2008 $5 million equipment loan.
    In June 2011, we issue warrant to purchase an aggregate of
    50,996 shares of our Series C preferred stock at an
    exercise price of $4.902 per share to Lighthouse Capital
    Partners VI, L.P. (35,698 shares) and Leader Lending, LLC
    (15,298 shares) in connection with an amendment to a
    $7 million business loan.  Options under Amended and Restated 2007 Stock Option/Stock
    Issuance Plan
  
    As of March 31, 2011, we have issued 15,091,334 shares
    of our Class A common stock and Class B common stock to
    employees, directors and consultants issuable upon the exercise
    of options to purchase under our amended and restated 2007 Stock
    Option/Stock Issuance Plan, with exercise prices ranging from
    $0.08375 to $1.98 per share.    Item 16.
    Exhibits
    and financial statement schedules    Previously Filed

FiledNumber

Exhibit

Form

File No.

Filing Date

Exhibit

Herewith1
.1

Form of Underwriting Agreement.

S-1

333-173440

May 18, 2011


1
.13
.1

Amended and Restated Certificate of Incorporation, as currently
    in effect.

S-1

333-173440

June 10, 2011


3
.13
.2

Amended and Restated Bylaws, as currently in effect.

S-1

333-173440

May 18, 2011


3
.23
.3

Form of Amended and Restated Certificate of Incorporation, to be
    in effect upon completion of this offering.

S-1

333-173440

May 18, 2011


3
.33
.4

Form of Amended and Restated Bylaws, to be in effect upon
    completion of this offering.

S-1

333-173440

May 18, 2011


3
.4 II-3




---



##### 



Previously Filed

FiledNumber

Exhibit

Form

File No.

Filing Date

Exhibit

Herewith4
.1

Specimen Stock Certificate representing Class A common
    stock.

S-1

333-173440

June 10, 2011


4
.14
.2

Amended and Restated Investors Rights Agreement dated
    April 21, 2011, among the Registrant and the
    Registrants securityholders listed therein.

S-1

333-173440

May 18, 2011


4
.24
.3

Preferred Stock Purchase Warrant issued December 30, 2008
    by KiOR, Inc. to Lighthouse Capital Partners VI, L.P.

S-1

333-173440

April 11, 2011


4
.44
.4

Preferred Stock Purchase Warrant issued January 27, 2010 by
    KiOR, Inc. to Lighthouse Capital Partners VI, L.P.

S-1

333-173440

April 11, 2011


4
.54
.5

Preferred Stock Purchase Warrant issued January 27, 2010 by
    KiOR, Inc. to Leader Equity LLC.

S-1

333-173440

April 11, 2011


4
.64
.6

Warrant to Purchase Stock issued March 17, 2010, by KiOR,
    Inc. to Silicon Valley Bank.

S-1

333-173440

April 11, 2011


4
.74
.7

Form of Class A Common Stock Purchase Warrant issued
    July 28, 2010.

S-1

333-173440

May 18, 2011


4
.74
.8

Loan and Security Agreement No. 1451, dated as of
    December 30, 2008, between KiOR, Inc. and Lighthouse
    Capital Partners VI, L.P. (the Loan 1451).

S-1

333-173440

June 1, 2011


4
.84
.9

Amendment No. 1, dated as of February 28, 2011, to
    Loan 1451.

S-1

333-173440

June 1, 2011


4
.94
.10

Amendment No. 2, dated as of April 12, 2011, to
    Loan 1451.

S-1

333-173440

May 18, 2011


4
.104
.11

Loan and Security Agreement No. 1452, dated as of
    January 27, 2010, between KiOR, Inc. and Lighthouse Capital
    Partners VI, L.P., as Agent (the
    Loan 1452).

S-1

333-173440

June 1, 2011


4
.114
.12

Amendment No. 1, dated as of June 30, 2010, to
    Loan 1452.

S-1

333-173440

May 18, 2011


4
.124
.13

Amendment No. 2, dated as of February 28, 2011, to
    Loan 1452.

S-1

333-173440

June 1, 2011


4
.134
.14

Amendment No. 3, dated as of April 12, 2011, to
    Loan 1452.

S-1

333-173440

May 18, 2011


4
.144
.15

Preferred Stock Purchase Warrant issued June 6, 2011 to
    Lighthouse Capital Partners VI, L.P.

S-1

333-173440

June 10, 2011


4
.154
.16

Preferred Stock Purchase Warrant issued June 6, 2011 to
    Lighthouse Capital Partners VI, L.P.

S-1

333-173440

June 10, 2011


4
.164
.17

Preferred Stock Purchase Warrant issued June 6, 2011 to
    Leader Lending, LLC.

S-1

333-173440

June 10, 2011


4
.175
.1

Opinion of Baker Botts L.L.P.

S-1









X 
 II-4




---



##### 



Previously Filed

FiledNumber

Exhibit

Form

File No.

Filing Date

Exhibit

Herewith10
.1

Loan Agreement, dated as of March 17, 2011, between KiOR
    Columbus LLC and the Mississippi Development Authority.

S-1

333-173440

April 11, 2011


10
.110
.2

Purchase Money Security Agreement dated March 17, 2011, between
    KiOR Columbus LLC and the Mississippi Development Authority.

S-1

333-173440

April 11, 2011


10
.210
.3

Amended and Restated 2007 Stock Option/Stock Issuance Plan.

S-1

333-173440

April 11, 2011


10
.310
.4

Form of Option Award Agreement under the Amended and Restated
    2007 Stock Option/Stock Issuance Plan.

S-1

333-173440

April 11, 2011


10
.410
.5

Form of Stock Award Agreement under the Amended and Restated
    2007 Stock Option/Stock Issuance Plan.

S-1

333-173440

April 11, 2011


10
.510
.6

Form of 409A Option Award Agreement under the Amended and
    Restated 2007 Stock Option/Stock Issuance Plan.

S-1

333-173440

June 1, 2011


10
.610
.7

Form of 2011 Long-Term Incentive Plan.

S-1

333-173440

June 10, 2011


10
.710
.8

Form of Indemnification Agreement.

S-1

333-173440

May 18, 2011


10
.810
.9

Memorandum of Understanding, dated as of April 14, 2011,
    among KiOR, Inc., KiOR Columbus, LLC, Lowndes County,
    Mississippi, the Lowndes County Port Authority and the City of
    Columbus, Mississippi.

S-1

333-173440

May 18, 2011


10
.910
.10

Hydrogen On-Site Supply Agreement, dated as of December 10,
    2010, by and between Matheson Tri-Gas, Inc. and KiOR, Inc.

S-1

333-173440

May 18, 2011


10
.1010
.11**

Feedstock Supply Agreement, dated as of May 27, 2011, between
    Catchlight Energy LLC and KiOR Columbus LLC.

S-1

333-173440

June 10, 2011


10
.1121
.1

Subsidiaries.

S-1

333-173440

May 18, 2011


2123
.1

Consent of PricewaterhouseCoopers LLP.

S-1









X23
.2

Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

S-1









X23
.3

Consent of TIAX LLC.

S-1

333-173440

April 11, 2011


23
.324
.1

Power of Attorney

S-1

333-173440

April 11, 2011


24
.199
.1*

Engineering, Procurement Services and Construction Agreement,
    dated as of January 5, 2011, between Kellogg
    Brown & Root LLC and KiOR Columbus, LLC.

S-1  
 II-5




---



##### 



*
    
    To be filed by amendment. 
  **
    
    Certain portions have been omitted pursuant to a confidential
    treatment request. Omitted information has been filed separately
    with the SEC.
    
    Management contracts or compensatory plans or arrangements.    Item 17.
    Undertakings           II-6




---



##### 



SIGNATURES
 
   
  KiOR, Inc.
  By:
    /s/  Fred
    Cannon    
   
  Signature

Title/s/  Fred
    CannonFred
    Cannon

President, Chief Executive Officer
    and Director
    (Principal Executive Officer)/s/  John
    H. KarnesJohn
    H. Karnes

Chief Financial Officer
    (Principal Financial Officer)/s/  George
    E. StaggsGeorge
    E. Staggs

Controller and Treasurer
    (Principal Accounting Officer)*Ralph
    Alexander

Director*Jagdeep
    Singh Bachher

Director*Samir
    Kaul

Director*John
    Melo

Director*Paul
    OConnor

Director*William
    Roach

Director II-7




---



##### 



Signature

Title*Gary
    L. Whitlock

Director*By:

/s/  Christopher
    A. ArtzerChristopher
    A. ArtzerAttorney-in-Fact  II-8




---



##### 



EXHIBIT INDEX
  Previously Filed

FiledNumber

Exhibit

Form

File No.

Filing Date

Exhibit

Herewith1
.1

Form of Underwriting Agreement.

S-1

333-173440

May 18, 2011


1
.13
.1

Amended and Restated Certificate of Incorporation, as currently
    in effect.

S-1

333-173440

June 10, 2011


3
.13
.2

Amended and Restated Bylaws, as currently in effect.

S-1

333-173440

May 18, 2011


3
.23
.3

Form of Amended and Restated Certificate of Incorporation, to be
    in effect upon completion of this offering.

S-1

333-173440

May 18, 2011


3
.33
.4

Form of Amended and Restated Bylaws, to be in effect upon
    completion of this offering.

S-1

333-173440

May 18, 2011


3
.44
.1

Specimen Stock Certificate representing Class A common
    stock.

S-1

333-173440

June 10, 2011


4
.14
.2

Amended and Restated Investors Rights Agreement dated
    April 21, 2011, among the Registrant and the
    Registrants securityholders listed therein.

S-1

333-173440

May 18, 2011


4
.24
.3

Preferred Stock Purchase Warrant issued December 30, 2008
    by KiOR, Inc. to Lighthouse Capital Partners VI, L.P.

S-1

333-173440

April 11, 2011


4
.44
.4

Preferred Stock Purchase Warrant issued January 27, 2010 by
    KiOR, Inc. to Lighthouse Capital Partners VI, L.P.

S-1

333-173440

April 11, 2011


4
.54
.5

Preferred Stock Purchase Warrant issued January 27, 2010 by
    KiOR, Inc. to Leader Equity LLC.

S-1

333-173440

April 11, 2011


4
.64
.6

Warrant to Purchase Stock issued March 17, 2010, by KiOR,
    Inc. to Silicon Valley Bank.

S-1

333-173440

April 11, 2011


4
.74
.7

Form of Class A Common Stock Purchase Warrant issued
    July 28, 2010.

S-1

333-173440

May 18, 2011


4
.74
.8

Loan and Security Agreement No. 1451, dated as of
    December 30, 2008, between KiOR, Inc. and Lighthouse
    Capital Partners VI, L.P. (the Loan 1451).

S-1

333-173440

June 1, 2011


4
.84
.9

Amendment No. 1, dated as of February 28, 2011, to
    Loan 1451.

S-1

333-173440

June 1, 2011


4
.94
.10

Amendment No. 2, dated as of April 12, 2011, to
    Loan 1451.

S-1

333-173440

May 18, 2011


4
.104
.11

Loan and Security Agreement No. 1452, dated as of
    January 27, 2010, between KiOR, Inc. and Lighthouse Capital
    Partners VI, L.P., as Agent (the
    Loan 1452).

S-1

333-173440

June 1, 2011


4
.114
.12

Amendment No. 1, dated as of June 30, 2010, to
    Loan 1452.

S-1

333-173440

May 18, 2011


4
.124
.13

Amendment No. 2, dated as of February 28, 2011, to
    Loan 1452.

S-1

333-173440

June 1, 2011


4
.134
.14

Amendment No. 3, dated as of April 12, 2011, to
    Loan 1452.

S-1

333-173440

May 18, 2011


4
.14 II-9




---



##### 



Previously Filed

FiledNumber

Exhibit

Form

File No.

Filing Date

Exhibit

Herewith4
.15

Preferred Stock Purchase Warrant issued June 6, 2011 to
    Lighthouse Capital Partners VI, L.P.

S-1

333-173440

June 10, 2011


4
.154
.16

Preferred Stock Purchase Warrant issued June 6, 2011 to
    Lighthouse Capital Partners VI, L.P.

S-1

333-173440

June 10, 2011


4
.164
.17

Preferred Stock Purchase Warrant issued June 6, 2011 to
    Leader Lending, LLC.

S-1

333-173440

June 10, 2011


4
.175
.1

Opinion of Baker Botts L.L.P.

S-1









X10
.1

Loan Agreement, dated as of March 17, 2011, between KiOR
    Columbus LLC and the Mississippi Development Authority.

S-1

333-173440

April 11, 2011


10
.110
.2

Purchase Money Security Agreement dated March 17, 2011, between
    KiOR Columbus LLC and the Mississippi Development Authority.

S-1

333-173440

April 11, 2011


10
.210
.3

Amended and Restated 2007 Stock Option/Stock Issuance Plan.

S-1

333-173440

April 11, 2011


10
.310
.4

Form of Option Award Agreement under the Amended and Restated
    2007 Stock Option/Stock Issuance Plan.

S-1

333-173440

April 11, 2011


10
.410
.5

Form of Stock Award Agreement under the Amended and Restated
    2007 Stock Option/Stock Issuance Plan.

S-1

333-173440

April 11, 2011


10
.510
.6

Form of 409A Option Award Agreement under the Amended and
    Restated 2007 Stock Option/Stock Issuance Plan.

S-1

333-173440

June 1, 2011


10
.610
.7

Form of 2011 Long-Term Incentive Plan.

S-1

333-173440

June 10, 2011


10
.710
.8

Form of Indemnification Agreement.

S-1

333-173440

May 18, 2011


10
.810
.9

Memorandum of Understanding, dated as of April 14, 2011,
    among KiOR, Inc., KiOR Columbus, LLC, Lowndes County,
    Mississippi, the Lowndes County Port Authority and the City of
    Columbus, Mississippi.

S-1

333-173440

May 18, 2011


10
.910
.10

Hydrogen On-Site Supply Agreement, dated as of December 10,
    2010, by and between Matheson Tri-Gas, Inc. and KiOR, Inc.

S-1

333-173440

May 18, 2011


10
.1010
.11**

Feedstock Supply Agreement, dated as of May 27, 2011,
    between Catchlight Energy LLC and KiOR Columbus LLC.

S-1

333-173440

June 10, 2011


10
.1121
.1

Subsidiaries.

S-1

333-173440

May 18, 2011


2123
.1

Consent of PricewaterhouseCoopers LLP.

S-1









X23
.2

Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

S-1









X23
.3

Consent of TIAX LLC.

S-1

333-173440

April 11, 2011


23
.324
.1

Power of Attorney

S-1

333-173440

April 11, 2011


24
.1 
 II-10




---



##### 



Previously Filed

FiledNumber

Exhibit

Form

File No.

Filing Date

Exhibit

Herewith99
.1*

Engineering, Procurement Services and Construction Agreement,
    dated as of January 5, 2011, between Kellogg
    Brown & Root LLC and KiOR Columbus, LLC.  
   
  *
    
    To be filed by amendment. 
  **
    
    Certain portions have been omitted pursuant to a confidential
    treatment request. Omitted information has been filed separately
    with the SEC.
    
    Management contracts or compensatory arrangements.   II-11