Filed by Star Peak Energy Transition Corp. pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Star Peak Energy Transition Corp.
Commission File No. 001-39455
Star Peak Energy Transition Corp. and Stem, Inc.
Announce Registration Statement Effectiveness and April 27, 2021 Scheduled Special Meeting to Approve Business Combination
All owners of STPK Common Stock as of March 4,
2021 are encouraged to vote their shares before April 26, 2021
March 29,
2021, Evanston, Ill. – Star Peak Energy Transition Corp. (NYSE: STPK), a publicly traded special purpose acquisition
company (“Star Peak”), and Stem, Inc., a global leader in artificial intelligence (AI)-driven clean energy storage systems
(“Stem”), today announced that Star Peak’s registration statement on Form S-4 (File No. 333-251397), relating
to the previously announced merger of Star Peak and Stem, has been declared effective by the U.S. Securities and Exchange Commission.
Star Peak will mail Stockholders as of March 4, 2021 the definitive proxy statement/consent solicitation/prospectus relating to the
Special Meeting of Star Peak Stockholders (the “Special Meeting”).
The Special Meeting to approve the pending business combination is
scheduled for Tuesday, April 27, 2021, at 11:00 a.m. ET. The Special Meeting will be completely virtual and conducted via live
webcast. Holders of Star Peak’s shares of Common Stock at the close of business on the record date of March 4, 2021 are entitled
to notice of the virtual Special Meeting and should vote before 11:59 p.m. ET on April 26, 2021.
If the proposals at the Special Meeting are approved, the parties anticipate
that the business combination will close shortly thereafter, subject to the satisfaction or waiver (as applicable) of all other closing
conditions.
Star Peak
stockholders can exercise their votes online, via telephone or by mail. More information on how to vote can be found at https://stpk.starpeakcorp.com/vote.
Star Peak stockholders who need assistance voting or have questions regarding the Special Meeting may contact Star Peak’s proxy
solicitor, Morrow Sodali, toll-free at (877) 787-9239 or email Morrow Sodali at STPK.info@investor.morrowsodali.com.
About Stem
Stem provides solutions that address the challenges of today’s
dynamic energy market. By combining advanced energy storage solutions with Athena™, a world-class artificial intelligence (AI)-powered
analytics platform, Stem enables customers and partners to optimize energy use by automatically switching between battery power, onsite
generation and grid power. Stem’s solutions help enterprise customers benefit from a clean, adaptive energy infrastructure and achieve
a wide variety of goals, including expense reduction, resilience, sustainability, environmental and corporate responsibility and innovation.
Stem also offers full support for solar partners interested in adding storage to standalone, community or commercial solar projects –
both behind and in front of the meter.
Headquartered
in Millbrae, Calif., Stem is directly funded by a consortium of leading investors including Activate Capital, Angeleno Group, BNP Paribas,
Constellation Technology Ventures, Copec, Iberdrola (Inversiones Financieras Perseo), GE Ventures, Magnesium Capital, Mithril Capital
Management, Mitsui & Co. LTD., Ontario Teachers’ Pension Plan, RWE Supply & Trading, Temasek and Total Energy
Ventures. For more information, visit www.stem.com.
About Star Peak Energy Transition Corp.
Star Peak
is a blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. Star Peak is led by a management team with extensive
experience investing in the energy, energy infrastructure and renewables sectors, including Chairman, Michael Morgan and Chief Executive
Officer, Eric Scheyer. Michael Morgan is Chairman and Chief Executive Officer at Triangle Peak Partners LP and currently serves as a
director of Sunnova Energy International (NYSE: NOVA) and lead director of Kinder Morgan, Inc. (NYSE: KMI), one of the largest energy
infrastructure companies in North America, a company he joined at its founding in 1997. Eric Scheyer is a Partner at Magnetar and has
served as the Head of the Magnetar Energy and Infrastructure Group since its inception in 2005. For more information, visit https://stpk.starpeakcorp.com/.
Additional Information
This communication is being made in respect of a proposed merger transaction
(the “proposed transactions”) involving Star Peak and Stem. The proposed transactions will be submitted to stockholders of
Star Peak for their consideration and approval at a special meeting of stockholders. In connection with the proposed transactions, Star
Peak has filed a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission
(“SEC”), which will include a definitive proxy statement / prospectus / written consent solicitation to be distributed to
Star Peak stockholders in connection with Star Peak’s solicitation for proxies for the vote by Star Peak’s stockholders in
connection with the proposed transactions and other matters as described in such Registration Statement, as well as the prospectus relating
to the offer of the securities. Star Peak will mail a definitive proxy statement / prospectus / written consent solicitation and other
relevant documents to its stockholders as of the record date established for voting on the proposed transactions. Investors and security
holders of Star Peak are advised to read the definitive proxy statement / prospectus / written consent solicitation in connection with
Star Peak’s solicitation of proxies for its special meeting of stockholders to be held to approve the proposed transaction because
the proxy statement / prospectus / written consent solicitation contains important information about the proposed transaction and the
parties to the proposed transaction. Stockholders may also obtain copies of the definitive proxy statement / prospectus / written consent
solicitation, without charge at the SEC’s website at www.sec.gov or by directing a request to: Star Peak Energy Transition Corp.,
1603 Orrington Ave., 13 Floor Evanston, IL 60201.
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act.
Participants in the Solicitation
Star Peak and Stem and their respective directors, executive officers,
other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Star Peak’s
stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants
in the solicitation of Star Peak s stockholders in connection with the proposed business combination is set forth in Star Peak’s
registration statement / proxy statement that has been filed with the SEC. Investors and security holders may obtain more detailed information
regarding the names and interests in the proposed transaction of Star Peak’s directors and officers in Star Peak’s filings
with the SEC, and such information is also in the Registration Statement that has been filed with the SEC by Star Peak, which will include
the definitive proxy statement / prospectus / written consent solicitation of Star Peak for the proposed transaction.
Forward-Looking Statements
Certain statements in this communication may be considered “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally relate to future events of Star Peak or Stem’s future financial or operating performance.
For example, projections of future revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expect,” “intend,” “will,”
“estimate,” “anticipate,” “believe,” “predict,” “or“ or the negatives of these
terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking
statements are based upon estimates and assumptions that, while considered reasonable by Star Peak and its management, and Stem and its
management, as the case may be, are inherently uncertain factors that may cause actual results to differ materially from current expectations
include, but are not limited to: 1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the definitive merger agreement with respect to the business combination; 2) the outcome of any legal proceedings that may be instituted
against Star Peak, the combined company or others following the announcement of the business combination and any definitive agreements
with respect thereto; 3) the inability to complete the business combination due to the failure to obtain approval of the stockholders
of Star Peak, to obtain financing to complete the business combination or to satisfy other conditions to closing; 4) changes to the proposed
structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition
to obtaining regulatory approval of the business combination; 5) the ability to meet the New York Stock Exchange’s listing standards
following the consummation of the business combination; 6) the risk that the business combination disrupts current plans and operations
of Stem as a result of the announcement and consummation of the business combination; 7) the ability to recognize the anticipated benefits
of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 8) costs related
to the business combination; 9) changes in applicable laws or regulations; 10) the possibility that Stem or the combined company may be
adversely affected by other economic, business and/or competitive factors; 11) Stem’s estimates of its financial performance; 12)
the impact of the novel coronavirus disease pandemic and its effect on business and financial conditions; and 13) other risks and uncertainties
set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in
Star Peak’s Annual Report on Form 10-K for the year ended December 31, 2020. Nothing in this communication should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward looking statements will be achieved. You should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. Neither Star Peak nor Stem undertakes any duty to update these forward-looking statements, except
as otherwise required by law.
Contacts
Investor
Contact – Stem
Ted Durbin, Stem, Inc.
Marc Silverberg, ICR, Inc.
IR@stem.com
Media
Contact – Stem
Cory Ziskind, ICR, Inc.
stemPR@icrinc.com
Star
Peak
Tricia Quinn
Courtney Kozel
info@starpeakcorp.com
847 905 4400
Source: Star Peak Energy Transition Corp.
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