United States securities and exchange commission logo
February 26, 2021
Eric Scheyer
Chief Executive Officer
Star Peak Energy Transition Corp.
1603 Orrington Avenue, 13th Floor
Evanston, Illinois 60201
Re: Star Peak Energy
Transition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed February 12,
2021
File No. 333-251397
Dear Mr. Scheyer:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
General, page 1
1. Please comply with
prior comments 5 and 10 in your next amendment.
Unaudited Historical Comparative and Pro Forma Combined Per Share
Information of STPK and
Stem, page 19
2. We note your response
to prior comment 1. You indicate that the exchange ratio was
calculated as the
outstanding shares of Stem as of the date of this filing divided by the
65,000,000 new shares
of common stock that will be issued, or reserved for issuance, by
STPK. However, it is
not clear to us why the exchange ratio was not calculated as the
65,000,000 new shares
of common stock that will be issued divided by the outstanding
shares of Stem stock
(common and preferred) that will be exchanged for the new shares of
Eric Scheyer
Star Peak Energy Transition Corp.
February 26, 2021
Page 2
common stock. In this regard, we note your disclosure on page vi that the
exchange ratio
would have been approximately 0.217 of a share of New Stem Common Stock
for each
share of Existing Stem Stock.
Consolidated Financial Statements - Stem, Inc.
2. Summary of Significant Accounting Policies
Equity Method Investments, page F-43
3. We note your response to prior comment 6. You indicate that power is
shared with the
other investor in the SPE, who is not considered a related party
(including de facto agency
relationships) of Stem Inc. pursuant to ASC 810-10-25-38D. You also
indicate that the
power to direct the activities of the SPE that most significantly impact
the SPE s
economic performance require the consent of both you and the other
investor. Please help
us better understand how you determined that control is shared between
you and the other
investor in the SPE. Please specifically address how you determined that
the consent
provisions in your governance agreement are substantive. Please describe
how
disagreements between you and the other investor are handled when one
party does not
provide consent. Please also describe the remedies available to ensure
that the significant
activities of the SPE that most significantly impact the SPE's
performance are executed.
3. Revenue, page F-53
4. Please be advised that we are continuing to review your response to prior
comment 9.
General
5. Please provide updated executive compensation information for the most
recent fiscal year
end in response to Item 402 of Regulation S-K.
You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at
(202) 551-3709
if you have questions regarding comments on the financial statements and
related
matters. Please contact Geoff Kruczek at (202) 551-3641 or Sherry Haywood at
(202) 551-3345
with any other questions.
Sincerely,
FirstName LastNameEric Scheyer
Division of
Corporation Finance
Comapany NameStar Peak Energy Transition Corp.
Office of
Manufacturing
February 26, 2021 Page 2
cc: Matthew R. Pacey
FirstName LastName