SecProbe.io

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 September 4, 2025

Saul Laureles
Chief Legal Officer
STEM, INC.
1400 Post Oak Boulevard
Suite 560
Houston, Texas 77056

 Re: STEM, INC.
 Registration Statement on Form S-3
 Filed September 2, 2025
 File No. 333-289989
Dear Saul Laureles:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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 Document September 4, 2025 Via Edgar Only United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Kristin Baldwin SEC Division of Corporation Finance Re:    Stem, Inc.     Registration Statement on Form S-3     Filed on September 2, 2025     File No. 333-289989 Dear Ms. Baldwin: Please be advised that the undersigned is the duly appointed Chief Legal Officer and Secretary of Stem, Inc. (the “Registrant”). Having been advised that the Commission has no further comments to the Registrant’s Form S-3 Registration Statement (File No. 333-289989), pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of the effective date of the Registration Statement on Monday, September 8, 2025 at 4:30 p.m., or as soon thereafter as practicable. Should you have any questions in regard to this correspondence or any other matter relating to this Registrant’s filing, please do not hesitate to contact me. Very truly yours, /s/ Saul R. Laureles Saul R. Laureles

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Document

September 12, 2022

VIA EDGAR

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re: Stem, Inc. Registration Statement on Form S-3 (File No. 333-267275) Filed September 2, 2022

Ladies and Gentlemen:

Stem, Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-267275) be accelerated and that it be declared effective on September 15, 2022 at 12:00 p.m. Eastern time, or as soon as practicable thereafter.

Please contact me at (713) 438-5104 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

STEM, INC.

/s/ Saul R. Laureles

Saul R. Laureles

Chief Legal Officer and Secretary

cc:    Kathy Witty Medford

    Senior Counsel – Corporate, Stem, Inc.

   100 California St., 14th Fl.

San Francisco, CA

94111

 T 415 937 7836

F 415 373 0484

stem.com

United States securities and exchange commission logo
September 9, 2022
Saul Laureles
Chief Legal Officer
Stem, Inc.
100 California St., 14th Floor
San Francisco, California 94111
Re:Stem, Inc.
Registration Statement on Form S-3
Filed September 2, 2022
File No. 333-267275
Dear Mr. Laureles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Scarazzo

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July 5, 2022

VIA EDGAR

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re: Stem, Inc. Registration Statement on Form S-3 (File No. 333-265612) Filed June 15, 2022

Ladies and Gentlemen:

Stem, Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-265612) be accelerated and that it be declared effective on July 8, 2022 at 12:00 p.m. Eastern time, or as soon as practicable thereafter.

Please contact me at (713) 438-5104 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

STEM, INC.

/s/ Saul R. Laureles

Saul R. Laureles

Chief Legal Officer and Secretary

cc:    John Carrington

    Chief Executive Officer, Stem, Inc.

William Bush

    Chief Financial Officer, Stem, Inc.

    Kathy Witty Medford

    Senior Counsel – Corporate, Stem, Inc.

   100 California St., 14th Fl.

San Francisco, CA

94111

 T 415 937 7836

F 415 373 0484

stem.com

United States securities and exchange commission logo
June 23, 2022
Saul Laureles
Chief Legal Officer
Stem, Inc.
100 California St., 14th Floor
San Francisco, California 94111
Re:Stem, Inc.
Registration Statement on Form S-3
Filed June 15, 2022
File No. 333-265612
Dear Mr. Laureles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John T. Gaffney

CORRESP
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August 11, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Stem, Inc.

Registration Statement on Form S-1

Filed July 19, 2021

File No. 333-257994

Ladies and Gentlemen:

Stem, Inc., a Delaware corporation
(the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective
date of the Company’s Registration Statement on Form S-1 (File No. 333-257994) be accelerated and that it be declared effective
on August 12, 2021 at 12:00 p.m. Eastern time, or as soon as practicable thereafter.

Please contact John Gaffney
of Gibson, Dunn & Crutcher LLP at (212) 351-2626 as soon as the Registration Statement has been declared effective, or if you have
any other questions or concerns regarding this matter.

    Very truly yours,

    STEM, INC.

    By:
    /s/ Saul Laureles

    Name:
     Saul Laureles

    Title:
    Chief Legal Officer and Secretary

    cc:
    Evan D’Amico

Gibson, Dunn & Crutcher LLP

    cc:

    John Carrington

    Chief Executive Officer, Stem, Inc.

    William Bush

    Chief Financial Officer, Stem, Inc.

United States securities and exchange commission logo
July 22, 2021
William Bush
Chief Financial Officer
STEM, INC.
100 California Street
San Francisco, CA 94111
Re:STEM, INC.
Registration Statement on Form S-1
Filed July 19, 2021
File No. 333-257994
Dear Mr. Bush:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact SiSi Cheng at 202-551-5004 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John T. Gaffney, Esq.

CORRESP
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June 10, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Stem, Inc.

Registration Statement on Form S-1

Filed May 26, 2021

File No. 333-256501

Ladies and Gentlemen:

Stem, Inc., a Delaware corporation
(the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective
date of the Company’s Registration Statement on Form S-1 (File No. 333-256501) be accelerated and that it be declared effective
on June 14, 2021 at 4:00 p.m. Eastern time, or as soon as practicable thereafter.

Please direct any questions
regarding this filing to John Gaffney of Gibson, Dunn & Crutcher LLP at (212) 351-2626.

    Very truly yours,

    STEM, INC.

    By:
    /s/ Saul Laureles

    Name:
    Saul Laureles

    Title:
    Chief Legal Officer and Secretary

    cc:
    Evan D’Amico

Gibson, Dunn & Crutcher LLP

    cc:

    John Carrington

    Chief Executive Officer

    William Bush

    Chief Financial Officer

    Stem, Inc.

United States securities and exchange commission logo
June 1, 2021
Saul Laureles
Chief Legal Officer
STEM, INC.
100 Rollins Rd.
Milbrae, CA 94030
Re:STEM, INC.
Form S-1
Filed May 26, 2021
File No. 333-256501
Dear Mr. Laureles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mindy Hooker at 202-551-3732 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Star Peak Energy Transition Corp.

1603 Orrington Avenue, 13th Floor

Evanston, Illinois 60201

March 26, 2021

VIA EDGAR

Attention: Ernest Greene

   Anne McConnell

   Geoff Kruczek

   Sherry Haywood

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: Star Peak Energy Transition Corp.

Amendment No. 4 to Registration Statement on Form S-4

Filed March 25, 2021

File No. 333-251397

Ladies and Gentlemen:

This letter sets forth the
response of Star Peak Energy Transition Corp. (the “Company” or “STPK”) to the comments
of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set
forth in your letter dated March 25, 2021, with respect to the above referenced Amendment No. 4 to Registration Statement on Form S-4
(the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing a revised
Registration Statement on Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Amendment No. 4 to Registration Statement on Form S-4

Exhibit 23.1, page II-6

1.
Staff’s comment:

Star Peak's auditors' consent
refers to Registration Statement Amendment No. 3 on Form S-4 rather than Amendment No. 4 on Form S-4. Please make arrangements with the
auditor to revise their consent and, if they refer to an amendment, to refer to the appropriate amendment.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the Company’s auditors’ have revised their consent in accordance with
the Staff’s comment.

*****

We respectfully request the
Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Matthew
R. Pacey, P.C. of Kirkland & Ellis LLP at (713) 836-3786 or Bryan D. Flannery of Kirkland & Ellis LLP at (713) 836-3573 with any
questions or further comments regarding the responses to the Staff’s comments.

    2

    Sincerely,

    STAR PEAK
    ENERGY TRANSITION CORP.

    By:
    /s/
    Eric Scheyer

    Name: Eric Scheyer

    Title: Chief Executive Officer

cc:    John Carrington, Stem, Inc.

        John T. Gaffney,
Gibson, Dunn & Crutcher LLP

    3

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Star Peak Energy Transition Corp.

1603 Orrington Avenue, 13th Floor

Evanston, Illinois 60201

March 26, 2021

VIA EDGAR

Office of Electronics and Machinery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Ernest Greene

  Anne McConnell

  Geoff Kruczek

  Sherry Haywood

 Re: Star Peak Energy Transition Corp.

Registration Statement on Form S-4, as amended

File No. 333-251397

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Star Peak Energy Transition Corp. (the “Company”)
hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on March 29,
2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request
by telephone that such Registration Statement be declared effective.

Please contact Matthew R. Pacey of Kirkland &
Ellis LLP at (713) 836-3786 or Bryan D. Flannery of Kirkland & Ellis LLP at (713) 836-3573 as soon as the registration statement has
been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Eric Scheyer

    Eric Scheyer

    Chief Executive Officer

United States securities and exchange commission logo
March 25, 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. 4 to Registration Statement on Form S-4
Filed March 25, 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. 4 to Registration Statement on Form S-4
Exhibit 23.1, page II-6
1.Star Peak's auditors' consent refers to Registration Statement Amendment No. 3 on Form
S-4 rather than Amendment No. 4 on Form S-4.  Please make arrangements with the
auditor to revise their consent and, if they refer to an amendment, to refer to the
appropriate amendment.
            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.

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 March 25, 2021 Page 2
 FirstName LastName
Eric Scheyer
Star Peak Energy Transition Corp.
March 25, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew R. Pacey

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Star Peak Energy Transition Corp.

1603 Orrington Avenue, 13th Floor

Evanston, Illinois 60201

March 24, 2021

VIA EDGAR

Attention: Ernest Greene

Anne McConnell

Geoff Kruczek

Sherry Haywood

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: Star Peak Energy Transition Corp.

Amendment No. 3 to Registration Statement on Form S-4

Filed March 15, 2021

File No. 333-251397

Ladies and Gentlemen:

This letter sets forth the
response of Star Peak Energy Transition Corp. (the “Company” or “STPK”) to the comments
of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set
forth in your letter dated March 23, 2021, with respect to the above referenced Amendment No. 3 to Registration Statement on Form S-4
(the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing a revised
Registration Statement on Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Amendment No. 3 to Registration Statement on Form S-4

Unaudited Historical Comparative and Pro Forma Combined Per Share
Information of STPK and Stem, page 18

1.
Staff’s comment:

We note your response to
prior comment 2; however, we also note you now indicate in footnote (2) on page 19 that Stem equivalent pro forma combined amounts are
calculated by dividing the pro forma combined data by the exchange ratio of approximately 0.216. Please note that equivalent pro forma
per share amounts should be calculated by multiplying the pro forma loss per share and pro forma book value per share by the exchange
ratio. Please revise the equivalent pro forma per share disclosures accordingly. Refer to the Instruction to paragraph (e) and (f) of
Part I.A, Item 3(f) of Form S-4.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 18 and 19 of the Revised Registration Statement.

*****

We respectfully request the
Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Matthew
R. Pacey, P.C. of Kirkland & Ellis LLP at (713) 836-3786 or Bryan D. Flannery of Kirkland & Ellis LLP at (713) 836-3573 with any
questions or further comments regarding the responses to the Staff’s comments.

    2

    Sincerely,

    STAR
    PEAK ENERGY TRANSITION CORP.

    By:
    /s/ Eric Scheyer

    Name:
    Eric Scheyer

    Title:
    Chief Executive Officer

 cc: John Carrington, Stem, Inc.

John T. Gaffney, Gibson, Dunn & Crutcher LLP

    3

United States securities and exchange commission logo
March 23, 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. 3 to Registration Statement on Form S-4
Filed March 15, 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. 3 to Registration Statement on Form S-4
Unaudited Historical Comparative and Pro Forma Combined Per Share Information of STPK and
Stem, page 18
1.We note your response to prior comment 2; however, we also note you now indicate in
footnote (2) on page 19 that Stem equivalent pro forma combined amounts are
calculated by dividing the pro forma combined data by the exchange ratio of
approximately 0.216.  Please note that equivalent pro forma per share amounts should be
calculated by multiplying the pro forma loss per share and pro forma book value per share
by the exchange ratio.  Please revise the equivalent pro forma per share disclosures
accordingly.  Refer to the Instruction to paragraph (e) and (f) of Part I.A, Item 3(f) of
Form S-4.

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 March 23, 2021 Page 2
 FirstName LastName
Eric Scheyer
Star Peak Energy Transition Corp.
March 23, 2021
Page 2
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew R. Pacey

CORRESP
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Star Peak Energy Transition Corp.

1603 Orrington Avenue, 13th Floor

Evanston, Illinois 60201

March 15, 2021

VIA EDGAR

 Attention: Ernest Greene

Anne McConnell

Geoff Kruczek

Sherry Haywood

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: Star Peak Energy Transition Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed February 12, 2021

File No. 333-251397

Ladies and Gentlemen:

This letter sets forth
the response of Star Peak Energy Transition Corp. (the “Company” or “STPK”)
to the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and
Exchange Commission set forth in your letter dated February 26, 2021, with respect to the above referenced Amendment No. 2 to Registration
Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter,
the Company is filing a revised Registration Statement on Form S-4 (the “Revised Registration Statement”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Registration Statement.

Set forth below is
the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments
into this response letter in italics.

Amendment No. 2 to Registration Statement on Form S-4

General, page 1

1.
Staff’s comment:

Please comply with
prior comments 5 and 10 in your next amendment.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that the Company believes it is in compliance with
the requirements of Rule 8-08 of Regulation S-X as of the filing of the Revised Registration Statement and that it has
revised the disclosure describing the terms and estimated fair value of the options granted in December 2020, including the
material assumptions underlying the estimated fair value of such options, on pages F-53 through F-55 of the Revised
Registration Statement.

Unaudited Historical Comparative and Pro Forma Combined Per
Share Information of STPK and Stem, page 19

2.
Staff’s comment:

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 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.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in the Letter to Stockholders of
the Company and on pages vi, 18 and 19 of the Revised Registration Statement.

Consolidated Financial Statements - Stem, Inc.

2. Summary of Significant Accounting Policies

Equity Method Investments, page F-43

3.
Staff’s comment:

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.

Response:

The Company respectfully
acknowledges the Staff’s comment and has provided the following response:

    2

The decisions that
most significantly impact the economics of the SPE are determining (i) which energy storage systems to be purchased by the SPE
and (ii) the annual operating budgets which govern the ongoing operation and maintenance of the energy storage systems.

While Stem, Inc. (“Stem”)
believes that it is not the primary beneficiary of the SPEs, because of its significant continuing involvement in the generation
of cash flows of the energy storage systems and legal responsibilities under the host customer contract, Stem is required to reflect
the revenue and expenses as well as the assets and liabilities in its consolidated financial statements. This is because the proceeds
received from the SPE’s are accounted for as a financing and we retain primary responsibility to the host customer under
the revenue arrangements. It is also important to note that the SPEs were created solely for deployment of energy storage systems
and have no other economic activities. This accounting treatment results in Stem effectively reporting the results of the SPE,
without reporting non-controlling interest for GAAP financial statement purposes, as if Stem were consolidating the SPEs irrespective
of whether it is deemed the primary beneficiary.

Nevertheless, we believe
power over the decisions that most significantly impact the economics of the SPE are shared. The sale by Stem and purchase by the
SPE of an energy storage system is governed by a master purchase agreement, or MPA. Pursuant to the limited partnership agreement,
or LPA, of the SPE, the other investor has the sole right and power, on behalf of the SPE, to purchase an energy storage system
under the MPA. More specifically, if the other investor is not satisfied with the energy storage system, the credit quality of
the customer, or the contractual terms of any underlying agreements (e.g., the host customer agreement, battery purchase or installation
agreements, or transformer/interconnection agreement), the investor has sole discretion to decline the SPE’s purchase of
an energy storage system from Stem. Stem determined that the other investor’s consent provision is substantive given its
ownership interest of at least 50% of each SPE and its rights to substantially all distributions of the SPE until it achieves a
target return. The other investor is economically incentivized to have a say in which energy storage systems and related host customers
the SPE will purchase as this will impact its economic risks and returns. If the other investor rejects the SPE’s purchase
of an energy storage system proposed by Stem, it must provide reasonable detail as to why it has declined the purchase and, although
Stem may attempt to address or remedy reasons outlined by the other investor, it is in the other investor’s sole discretion
to accept or reject an energy storage system for purchase by the SPE. Pursuant to the terms of the MPA, Stem will continue to present
available energy storage systems for purchase by the SPE until the SPE satisfies its aggregate purchase commitment. Therefore,
the significant activity of approving the purchase of energy storage systems will continue and such purchases must occur for the
significant activity of operation and maintenance of the energy storage systems can commence.

    3

The operation and
maintenance of the energy storage systems in the SPE is governed by an agreement between the SPE and Stem pursuant to which Stem
is required to provide services to ensure (i) the energy storage systems are being maintained for optimal performance and (ii)
the SPE complies with the contractual terms of the customer host agreement. The other investor is required to approve all budgets
submitted by Stem, which detail the proposed spend required to either maintain or remediate any identified issues with the energy
storage systems (e.g., connectivity, performance issues and/or preventative and reactive maintenance for broken or malfunctioning
components). The budgets dictate the operations of the SPE and Stem is constrained in its capacity as the service provider as
it must comply with decisions reached in the budget process and does not have the unilateral ability to make significant decisions
with respect to the operation and maintenance of the energy storage systems. Stem determined that the other investor’s consent
provision is substantive given its ownership interest of at least 50% of each SPE and its rights to substantially all distributions
of the SPE until it achieves a target return (typically the other investor receives 95% of cash flows until the SPE achieves a
minimum hurdle of 7-13%). The other investor is typically a natural long term owner of assets with the personnel and internal
procedures to review and approve budgets as well as the ability to understand and critique the long term operating strategy of
the systems. The other investor is economically incentivized to see that the energy storage systems are operated and maintained
for optimal performance and in accordance with the customer host agreements. If the other investor disagrees with the budget submitted
by Stem, the previous year’s budget shall be utilized during the dispute resolution. If the two parties cannot ultimately
come to an agreement with respect to the operation and maintenance of the SPE, the other investor has the ability to replace Stem,
typically with six to twelve months’ notice and after paying a termination fee, which Stem does not believe constitutes
a substantive penalty or barrier to preventing the other investor from exercising its termination right. Therefore, the other
investor can replace Stem and appoint a new service provider to ensure that the activities of the SPE that most significantly
impact the SPE's performance are executed.

Acknowledging the
Staff’s comment, the Company has made the following enhancements to its disclosures (changes in underline) beginning
on page F-56, to provide further clarity:

15.
Special Purpose Entities

Unconsolidated VIEs

On January 23,
2015, June 7, 2016, and June 30, 2017 the Company entered into agreements to form three Limited Liability Companies:
Stem Finance SPV II, LLC (“SPV II”), Stem Finance SPV III, LLC (“SPV III”), and Generate-Stem LCR, LLC
(“SPV IV”), respectively, which are accounted for as unconsolidated VIEs because the Company lacks the power to direct
the activities that most significantly impact the economics of these entities. Although the Company is not the primary beneficiary
of these entities, due to its significant continuing involvement in the generation of cash flows of the energy storage systems
and legal responsibilities under the host customer contract, the Company is required to include the assets, liabilities, revenues,
and expenses of these entities in its consolidated financial statements.

3. Revenue, page F-53

4.
Staff’s comment:

Please be advised
that we are continuing to review your response to prior comment 9.

Response:

The Company respectfully
acknowledges the Staff’s comment. We are available to discuss any questions the Staff may have at your convenience.

    4

General

5.
Staff’s comment:

Please provide updated
executive compensation information for the most recent fiscal year end in response to Item 402 of Regulation S-K.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company believes it is in compliance with the requirements
of Item 402 of Regulation S-K as of the filing of the Revised Registration Statement.

*****

We respectfully request
the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact
Matthew R. Pacey, P.C. of Kirkland & Ellis LLP at (713) 836-3786 or Bryan D. Flannery of Kirkland & Ellis LLP at (713)
836-3573 with any questions or further comments regarding the responses to the Staff’s comments.

    5

    Sincerely,

    STAR
    PEAK ENERGY TRANSITION CORP.

    By:
    /s/ Eric
    Scheyer

    Name: Eric
    Scheyer

    Title: Chief
    Executive Officer

    cc:
    John Carrington, Stem, Inc.

John T. Gaffney, Gibson, Dunn & Crutcher LLP

    6

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

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 February 26, 2021 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew R. Pacey

CORRESP
1
filename1.htm

Star Peak Energy
Transition Corp.

1603
Orrington Avenue, 13th Floor

Evanston, Illinois 60201

February 11, 2021

VIA EDGAR

 Attention: Ernest Greene

  Anne McConnell

  Geoff Kruczek

  Sherry Haywood

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: Star Peak Energy Transition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed January 22, 2021

File No. 333-251397

Ladies and Gentlemen:

This letter sets forth
the response of Star Peak Energy Transition Corp. (the “Company” or “STPK”)
to the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and
Exchange Commission set forth in your letter dated February 5, 2021, with respect to the above referenced Amendment No. 1
to Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission
of this letter, the Company is filing a revised Registration Statement on Form S-4 (the “Revised Registration
Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in
the Registration Statement.

Set forth below is
the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments
into this response letter in italics.

Amendment No. 1 to Registration Statement on Form S-4

Unaudited Historical Comparative and Pro Forma Combined
Per Share Information of STPK and Stem, page 19

1.            Staff’s
comment:

We note your response
to prior comment 5. Please explain to us how you determined the exchange ratio you used to calculate the equivalent pro forma per
share data.

Response:

The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the disclosure on page 20 of the Revised Registration Statement.

Intellectual Property, page 108

2.            Staff’s
comment:

We note your response
to prior comment 10. Please revise to clarify the nature of the claims covered by the intellectual property you hold.

Response:

The Company respectively
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 108 of
the Revised Registration Statement.

Stem's Management's Discussion and Analysis of Financial
Condition and Results of Operations Critical Accounting Policies and Estimates, page 139

3.            Staff’s
comment:

We note your response
to prior comment 15. Please revise your disclosures to more clearly address how the fair value estimates of your common stock relate
to the fair value implied by the current merger transaction.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 143 and 144
of the Revised Registration Statement.

Material U.S. Federal Income Tax Consequences, page 208

4.            Staff’s
comment:

We note your response
to prior comment 21. If you represent that this transaction will result in no tax consequences to investors, it appears you are
required to file the exhibit specified by Item 601(b)(8) of Regulation S-K. See Section III.A.2 of Staff Legal Bulletin
No. 19. Please revise and file the required exhibit.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that Item 601(b)(8) of Regulation S-K requires opinions on tax
matters for filings on a Form S-4 only where “the tax consequences are material to an investor and a representation
as to tax consequences is set forth in the filing.” Section III.A.2 of Staff Legal Bulletin No 19 further provides that
a tax consequence is “material” if there is a substantial likelihood that a reasonable investor would consider the
information to be important in deciding to make an investment decisions. Examples include (1) mergers or exchanges where the
registrant represents that the transaction is tax-free and (2) transactions offering significant tax benefits or where the
tax consequences are so unusual or complex that investors would need to have the benefit of an expert’s opinion to understand
the tax consequences in order to make an informed investment decision. On the other hand, where a registrant represents that an
exchange offer or merger is a taxable transaction, no opinion of counsel or accountant is required.

       2

Based upon Staff Legal
Bulletin No 19, we respectfully submit that an opinion of counsel is not required to be filed as an exhibit to the Registration
Statement as the tax consequences in the present offering are not material because (1) we have represented that the exercise
of redemption rights by holders of Class A Common Stock is a fully taxable transaction and (2) no representation is being
made to any holders of Class A Common Stock that do not exercise their redemption rights because they will retain their Class A
Common Stock upon closing of the merger.

Financial Statements

General, page F-1

5.            Staff’s
comment:

Please note the
updating requirements of Rule 8-08 of Regulation S-X, as applicable.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company believes it is in compliance with the requirements
of Rule 8-08 of Regulation S-X as of the filing of the Revised Registration Statement. The Company will include its financial information as of and for the period ended December 31, 2020 in future submissions.

Consolidated Financial Statements - Stem, Inc.

2. Summary of Significant Accounting Policies

Equity Method Investments, page F-43

6.            Staff’s
comment:

We note your response
to prior comment 23. Given that your SPE's are VIEs and are evaluated for consolidation under the VIE model, please provide a more
comprehensive analysis regarding how you determined you are not the primary beneficiary. Please refer to ASC 810-10-25-38A through
25-38J in your analysis.

Response:

The Company respectfully
acknowledges the Staff’s comment and has provided the following response:

Stem evaluates
each of the unconsolidated SPEs separately and has determined that it is not the primary beneficiary pursuant to the guidance
in ASC 810-10-25-38A through 38J. Although it meets the primary beneficiary criterion in 25-38A(b) as it has the obligation
to absorb losses and rights to receive benefits that could potentially be significant to the SPEs, Stem does not meet the
primary beneficiary criterion in 25-38A(a) as it does not have the power to direct the activities that most significantly
impact the SPEs’ economic performance. When considering ASC 810-10-25-38B, the significant activities involve deciding
which energy storage systems to be purchased by the SPE and the setting of the annual operating budgets which govern the
ongoing operation and maintenance of the energy storage systems. Both of these activities significantly impact the revenue,
expenses, and resulting residual returns or losses that will accrue to the investors of the SPE and require approval by both
Stem and the other third party investor. Stem, the non-managing member of the SPE, shares power through its rights to (i)
agree on SPE purchases of energy storage system in the master purchase agreement, and (ii) approve the annual operating
budgets in the operating and maintenance agreement. The other investor shares power over these decisions through its rights
as the managing member in the SPE. As a result, power is shared with the other investor in the SPE, who is not considered a
related party (including de facto agency relationships) of Stem. In accordance with ASC 810-10-25-38D, “power is shared
if two or more unrelated parties together have the power to direct the activities of a VIE that most significantly impact the
VIE’s economic performance and if decisions about those activities require the consent of each of the parties sharing
power” and “if power is, in fact, shared among multiple unrelated parties such that no one party has the power to
direct the activities of a VIE that most significantly impact the VIE’s economic performance, then no party is the
primary beneficiary.” Based on Stem’s analysis, applying the guidance in ASC 810-10-25-38A through 25-38J, it has
concluded that it is not the primary beneficiary of the unconsolidated SPEs.

       3

While Stem has determined
that it is not the primary beneficiary and therefore should not consolidate such SPEs, as is discussed further in our response
to the Staff’s comment 7 below, Stem has made certain revisions to its disclosures in the Revised Registration Statement
to provide additional information and clarification regarding the transactions with the SPEs. Further, Stem has determined a change
in any particular consolidation conclusion will not result in a material impact to Stem’s consolidated financial statements.
The financial statements of the unconsolidated SPEs are comprised solely of (1) the energy storage systems sold by Stem to
the SPEs, (2) certain liabilities and (3) the equity held by Stem and the other investors in the SPE. However, because
the transaction with the SPE is not purported to be a sale for accounting purposes, the energy storage systems remain on Stem’s
consolidated balance sheet as Stem is the deemed accounting owner of the energy storage systems. Stem continues to report revenue
and expenses associated with the energy optimization services provided to the host customer, and record payments made to the SPE
as debt payments with the corresponding debt amortizing using the interest method in accordance with ASC 470-10-35-3.

Variable Interest Entities, page F-43

7.            Staff’s
comment:

We note your response
to prior comment 24. Please provide the disclosures required by ASC 810-10-50-4 and ASC 810-10-50-5A with sufficient context related
to the fact that some of the assets and liabilities are included in your consolidated financial statements, or more fully explain
to us why you believe the disclosures may be misleading.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure
on pages F-70 through F-72 to comply with the disclosure requirements in ASC 810-10-50-4 and ASC 810-10-50-5A and to provide
further context related to Stem’s relationship with these SPEs.

Financing Obligations, page F-47

8.            Staff’s
comment:

We note your response
to prior comment 23. Please quantify the amounts of energy storage systems associated with the financing obligations as of each
balance sheet date. Please also quantify the amounts of revenue and incentive fees associated with the financing obligations during
each period presented.

       4

Response:

The Company
respectfully acknowledges the Staff's comment and advises the Staff that Stem has provided the requested amounts and made
revisions to Stem's disclosures to provide additional information and clarification regarding the transactions with its SPEs,
including quantifying the financing obligations and revenues associated with such financing obligations, which includes
incentive fees. Please refer to the response to the Staff's comment 7.

3. Revenue, page F-53

9.            Staff’s
comment:

We note your responses
to prior comments 25 and 27, including the revised disclosures you provided. Please further address the following:

 · In regard to host customer arrangements and partnership arrangements, more fully explain the
specific nature of the services you provide under each arrangement. To the extent the services you provide are similar, explain
if and how you considered that in your assessment under ASC 842 and explain why the amounts related to partnership service revenue
in the annual and interim disaggregated revenue disclosures are so minimal; and

 · In regard to your disclosures under Host Customer Arrangements, more fully explain your disclosure
regarding arrangements in which the contractual term is shorter than the estimated benefit period. Clarify what the estimated benefit
period is and how it is determined. In addition, in regard to your determination as to whether or not upfront incentive payments
represent a material right, more fully explain how that determination impacts the subsequent accounting for such payments.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has provided the following responses and revised Stem’s
revenue disclosures to more fully explain these arrangements:

 · Under both host customer and partnership arrangements, Stem transfers an energy optimization
                                                                                                               service to the customer. The activities Stem performs in connection with the energy optimization service under both
                                                                                                               arrangements is similar and is comprised of activities such as remote
                                                                                                               monitoring, performance reporting, preventative maintenance, and other ancillary services necessary for the safe and reliable
                                                                                                               operation of the system. However, under host customer arrangements, the customer does not purchase the underlying energy
                                                                                                               storage system and Stem does not transfer control of the energy storage system to the customer at any point in time.
                                                                                                               Accordingly, the nature of the services received by the customer is different under the two models. Under the host customer
                                                                                                               arrangements, Stem is responsible for providing energy optimization services whereby the system, which is owned by Stem, is
                                                                                                               an input that together with remote monitoring and other services result in a single output of energy optimization services.
                                                                                                               The only benefit (asset transferred to the customer) is the integrated energy optimization service that is transferred to the
                                                                                                               customer over the term of the arrangement. At the end of the term, Stem has the responsibility to uninstall and remove the system.

       5

In contrast, the customer under partnership arrangements
is a solar plus storage developer who purchases the energy storage system from Stem. Stem transfers control of the energy storage
system to the customer upon delivery, at which time the customer obtains title to and completes acceptance of the energy storage
system, assumes all future risks of loss and benefits associated with ownership, and maintains physical custody. Upon delivery,
the customer is fully responsible for the installation and integration of the purchased energy storage system with the overall
solar plus storage project, some components of which (e.g., solar equipment and related hardware) are purchased from unrelated
third parties and Stem has no obligation to provide. Stem obtains the present right to payment for the energy storage system upon
delivery regardless whether or when the customer ultimately completes the installation of its project.

The customer under
partnership arrangements (which may not be the same party who purchased

United States securities and exchange commission logo
February 5, 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. 1 to Registration Statement on Form S-4
Filed January 22, 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 13, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Unaudited Historical Comparative and Pro Forma Combined Per Share Information of STPK and
Stem, page 19
1.We note your response to prior comment 5.  Please explain to us how you determined the
exchange ratio you used to calculate the equivalent pro forma per share data.
Intellectual Property, page 108
2.We note your response to prior comment 10.  Please revise to clarify the nature of the
claims covered by the intellectual property you hold.

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 February 5, 2021 Page 2
 FirstName LastNameEric Scheyer
Star Peak Energy Transition Corp.
February 5, 2021
Page 2
Stem's Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, page 139
3.We note your response to prior comment 15. Please revise your disclosures to more
clearly address how the fair value estimates of your common
stock relate to the fair value implied by the current merger transaction.

Material U.S. Federal Income Tax Consequences, page 208
4.We note your response to prior comment 21.  If you represent that this transaction will
result in no tax consequences to investors, it appears you are required to file the exhibit
specified by Item 601(b)(8) of Regulation S-K.  See Section III.A.2 of Staff Legal Bulletin
No. 19.  Please revise and file the required exhibit.
Financial Statements
General, page F-1
5.Please note the updating requirements of Rule 8-08 of Regulation S-X, as applicable.
Consolidated Financial Statements - Stem, Inc.
2. Summary of Significant Accounting Policies
Equity Method Investments, page F-43
6.We note your response to prior comment 23.  Given that your SPE's are VIEs and are
evaluated for consolidation under the VIE model, please provide a more comprehensive
analysis regarding how you determined you are not the primary beneficiary.  Please refer
to ASC 810-10-25-38A through 25-38J in your analysis.
Variable Interest Entities, page F-43
7.We note your response to prior comment 24.  Please provide the disclosures required
by ASC 810-10-50-4 and ASC 810-10-50-5A with sufficient context related to the fact
that some of the assets and liabilities are included in your consolidated financial
statements, or more fully explain to us why you believe the disclosures may be
misleading.
Financing Obligations, page F-47
8.We note your response to prior comment 23.  Please quantify the amounts of energy
storage systems associated with the financing obligations as of each balance sheet date.
Please also quantify the amounts of revenue and incentive fees associated with the
financing obligations during each period presented.

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 February 5, 2021 Page 3
 FirstName LastName
Eric Scheyer
Star Peak Energy Transition Corp.
February 5, 2021
Page 3
3. Revenue, page F-53
9.We note your responses to prior comments 25 and 27, including the revised disclosures
you provided.  Please further address the following:
•In regard to host customer arrangements and partnership arrangements, more fully
explain the specific nature of the services you provide under each arrangement.  To
the extent the services you provide are similar, explain if and how you considered
that in your assessment under ASC 842 and explain why the amounts related to
partnership service revenue in the annual and interim disaggregated revenue
disclosures are so minimal; and
•In regard to your disclosures under Host Customer Arrangements, more fully explain
your disclosure regarding arrangements in which the contractual term is shorter than
the estimated benefit period.  Clarify what the estimated benefit period is and how it
is determined.  In addition, in regard to your determination as to whether or not
upfront incentive payments represent a material right, more fully explain how that
determination impacts the subsequent accounting for such payments.

14. Subsequent Events, page F-98
10.Please disclose the terms and estimated fair value of the options granted in December
2020, including the material assumptions underlying the fair value estimate.

            You may contact Ernest Greene, Staff Accountant at (202) 551-3733 or Anne
McConnell, Staff Accountant at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Geoffrey Kruczek, Staff Attorney at
(202) 551-3641 or Sherry Haywood, Staff Attorney at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew R. Pacey

CORRESP
1
filename1.htm

Star Peak Energy Transition Corp.

1603
Orrington Avenue, 13th Floor

Evanston, Illinois 60201

January 22, 2021

VIA EDGAR

 Attention: Ernest Greene

Anne McConnell

Geoff Kruczek

Sherry Haywood

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Re: Star Peak Energy Transition Corp.

Registration Statement on Form S-4

Filed December 17, 2020

File No. 333-251397

Ladies and Gentlemen:

This letter sets forth
the response of Star Peak Energy Transition Corp. (the “Company” or “STPK”)
to the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and
Exchange Commission set forth in your letter dated January 13, 2021, with respect to the above referenced Registration Statement
on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the
Company is filing a revised Registration Statement on Form S-4 (the “Revised Registration Statement”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Registration Statement.

Set forth below is
the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments
into this response letter in italics.

Registration Statement on Form S-4 filed December 17,
2020

Summary Historical Financial Information of STPK, page 14

 1. Staff’s comment:

Please more appropriately
label and identify the Class A common stock subject to redemption and position it before the other equity balances included
in permanent equity. This comment is also applicable to the disclosures in Selected Historical Financial Information of STPK on
page 89.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 14 and 90 of
the Revised Registration Statement.

Unaudited Historical Comparative and Pro Forma Combined Per
Share Information of STPK and Stem, page 19

 2. Staff’s comment:

Please
provide Stem  loss per share and book value per share information as of and for the nine months ended
September 30, 2020 and the year ended December 31, 2019. Refer to Part I.A, Item 3(f) of Form S-4.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 19 of the Revised
Registration Statement.

 3. Staff’s comment:

Please provide pro
forma equivalent per share disclosures as required by Part I.A, Item 3(f) of Form S-4.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 19
and 20 of the Revised Registration Statement.

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Balance Sheet, page 67

 4. Staff’s comment:

Please revise the
pro forma balance sheet to show the number of shares authorized, issued and outstanding on a historical and pro forma basis.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 69 of the Revised
Registration Statement.

 5. Staff’s comment:

Refer to adjustment
(4) on page 68. Please clarify how you determined the amount of cash to be paid to the redeeming stockholders under Scenario
2 based on the number of shares to be redeemed. In addition, given the disclosure that there is a minimum consolidated cash balance
requirement of $200 million, please clarify why the pro forma balance of cash and cash equivalents under Scenario 2 appears to
be less than that requirement.

    2

Response:

The Company
respectfully acknowledges the Staff’s comment and notes that this disclosure in the initial Registration Statement was
incorrect when it stated the $200.0 million requirement was after giving effect to the payments to redeeming stockholders,
transaction expenses and the repayment of any borrowings. Per the merger agreement, the $200.0 million is net of payments to
redeeming stockholders, but prior to giving effect to the payment of any transaction expenses and the repayment of any
borrowings. Without the exclusion of the $53.754 million in transaction expenses, the pro forma balance sheet under Scenario
2 will have a cash and cash equivalents balance in excess of the $200.0 million requirement.

The minimum cash balance
of $200.0 million is calculated as follows: $383.6 million of cash and marketable securities - held in trust, plus the $225.0 million
received from the PIPE Investment, less the $383.6 million maximum redemption amount payable to redeeming shareholders presented
in adjustment (4), resulting in a balance in excess of  the required minimum cash balance of $200.0 million.

The Company has accordingly
revised the disclosure on page 68 of the Revised Registration Statement.

Unaudited Pro Forma Condensed Combined Statements of Operations,
page 70

 6. Staff’s comment:

Please disclose
historical loss per share information for Stem, Inc. in column A on page 70 for the period ended September 30, 2020
and in column C on page 71 for the year ended December 31, 2019.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 70 and 72 of
the Revised Registration Statement.

 7. Staff’s comment:

Based on disclosures
throughout the filing that appear to indicate the Founders of STPK will exchange their class B common shares for class A common
shares, please clarify and explain why you present any pro forma loss per share disclosures related to the class B Shares
here and on pages 19 and 20.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that the shares of the Company’s Class B
common stock will automatically convert into shares of the Company’s Class A common stock on a one-for-one basis
upon the closing of the business combination transaction pursuant to the Company’s existing charter. To address the
Staff’s point, the Company has revised its presentation on pages 19, 20 and 70 of the Revised Registration Statement
to remove the pro forma loss per share disclosure related to the Class B common stock.

    3

Recommendation of the STPK Board of Directors, page 75

 8. Staff’s comment:

Please revise to
quantify the amount of expense and other reimbursement discussed on page 76.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 77 of the Revised
Registration Statement.

STPK’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 91

 9. Staff’s comment:

Please
clarify or revise the apparent inconsistency in the disclosures related to management’s determination of STPK’s
ability to continue as a going concern disclosed in the third paragraph on page 94 and the disclosures in note 1 on page F-25.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has removed the inconsistent disclosure
related to management’s determination of STPK’s ability to continue as a going concern, that was previously disclosed on page
94 of the initial Registration Statement.

Intellectual Property, page 107

 10. Staff’s comment:

Please describe
briefly the claims covered by the intellectual property you hold.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 108 of
the Revised Registration Statement.

Selected Historical Consolidated Financial Information of
Stem, page 122

 11. Staff’s comment:

Please also present
total assets, long term debt, and losses per share as of and for each period presented.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 123 of the Revised
Registration Statement.

Stem’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations Key Operating Metrics, page 126

    4

 12. Staff’s comment:

We note you present
a key operating metric you identify as “Bookings”. Please revise your disclosures to more fully disclose and discuss
when and how “bookings” are expected to be recognized in revenue and explain the reasons for the significant difference
between the amounts of cumulative “bookings” disclosed here and the amount of the remaining performance obligations
disclosed in note 3 on page F-53 and note 3 on page F-85.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 127
and 128 of the Revised Registration Statement.

Liquidity and Capital Resources

Cash Flows – Quarterly Results, page 134

 13. Staff’s comment:

In your discussion
of cash flows, you disclose that the net cash inflow from changes in operating assets and liabilities was primarily driven by an
increase in deferred revenue of $32.3 million due to upfront payments and rebate incentives received in the period, a decrease
in deferred costs with suppliers of $2.8 million, and an increase in accounts payable and accrued expenses of $2.8 million, partially
offset by an increase in inventory of $17.6 million in line with revenue growth, including growth in hardware sales, an increase
in accounts receivable of $6.0 million, an increase in contract origination costs of $2.1 million related to commissions paid on
new contracts executed in the period and a decrease of $0.5 million in lease liabilities. Please expand your narrative here and
on page 136 to more fully explain the reasons for the changes in the line items noted including but not limited to the changes
in accounts payables and accrued expenses and accounts receivable.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
pages 136 and 137 of the Revised Registration Statement.

 14. Staff’s comment:

Please quantify
and more fully disclose and discuss Stem’s long term liquidity requirements and priorities and address potential changes
in those priorities based on the impact of changes in the amount of cash available on a pro forma basis based on the amount of
redemptions.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 133 and 134 of the Revised
Registration Statement.

Critical Accounting Policies and Estimates

Stock Based Compensation, page 140

    5

 15. Staff’s comment:

Please quantify
and more fully discuss changes in the estimated fair value of Stem during the periods presented. Please also address any
material differences between the valuations used to determine the fair value of recently granted stock options and warrants
relative to the fair value implied by the current merger transaction.

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that for all periods presented, the fair values of Stem’s equity underlying Stem’s
share-based awards were estimated by Stem’s board of directors (the “Board”), in consultation with
an independent third-party appraiser.

Valuation Approach: Historically,
Stem has determined the fair value of Stem’s equity, including common stock underlying option grants and preferred stock
underlying the various warrants, by considering a variety of factors including, among other things, timely valuations of Stem’s
equity prepared by an independent third-party valuation firm in accordance with the guidance provided by the American Institute
of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities
Issued as Compensation. Given the absence of a public trading market for Stem’s equity, the Board exercised reasonable
judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value, including
important developments in Stem’s operations, its stage of development, valuations performed by an independent third-party
valuation firm, sales of Stem’s preferred stock, actual operating results and financial performance, the conditions in similar
industry sectors and the economy in general, the stock price performance and volatility of comparable public companies, the lack
of liquidity of Stem’s equity, and the likelihood of achieving a liquidity event, such as an initial public offering, merger
or sale of Stem.

Valuation History: As of
January 2019, Stem’s 409A valuation yielded a common stock value of $0.52 per share. In March 2019, Stem had difficulty funding
projects due to liquidity concerns. Funding delays negatively affected liquidity, and Stem commenced a funding round led by insiders
which resulted in the sale of convertible notes of approximately $65.0 million, which began in April 2019 and materially concluded
in July 2019 to ease the liquidity concerns. The agreement with the investor included the notes being sold with a two times liquidation
preference in the event of a liquidation. Further the investors were given the ability to exchange less senior preferred stock,
or in some cases common stock, for Series D’ preferred stock. In conjunction with this transaction, Stem also issued warrants
to the convertible note investors, giving such investors the option to purchase either Series D’ preferred stock or the next
series of preferred equity issued by Stem. Such investment further drove down the value available to common stockholders. In November
2019, Stem also initiated a process to either sell the company outright or raise additional capital through the sale of Series
E preferred stock, which generated significant initial interest from potential investors or buyers. At that point in time, an analysis
performed by Stem’s financial advisors led to the conclusion that Stem had market strength and a target list was determined.
Stem’s Board ultimately concluded that a sale scenario was preferable due to difficult equity markets at that time but left
open the possibility of a sale of Series E preferred stock. Liquidity concerns arose again and a second round of funding through
the sale of approximately $14.0 million of convertible notes to insiders concluded in January 2020.

As of January 2020,
the 409A valuation of Stem’s common stock was determined to be $0.43 per share due, in part, to the impact of the two times
liquidation preference included in the convertible notes issued in 2019 and January 2020. In March 2020, Stem concluded initial
diligence for a possible sale. Due to the lack of serious offers for the purchase of Series E preferred stock, Stem paused on further
pursuit of the Series E financing at that time. Stem received indicative offers for the purchase in March and April 2020, none
of which would have resulted in proceeds to the common stockholders of Stem. Between April 2020 to August 2020, extensive due diligence
occurred related to the indicative offers to purchase Stem outright. Beginning in July 2020, Stem started to investigate entering
into a transaction with a special purpose acquisition company (“SPAC”). By the end of August, the indicative
offers had declined from the initial indications and would have resulted in no proceeds to several classes of preferred stock as
well as the common. In July through September 2020, there were initial SPAC meetings, and a non-binding letter of intent was executed
with Star Peak Energy Transition Corp. on September 28, 2020, contemplating the eventual signing of a merger agreement subject
to the completion of diligence efforts. The letter of intent specified a pre-money equity value of $650.0 million but was subject
to reasonable uncertainty, including diligence which commenced thereafter as well as

United States securities and exchange commission logo
January 13, 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.
Registration Statement on Form S-4
Filed December 17, 2020
File No. 333-251397
Dear Mr. Scheyer:
            We have reviewed your 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.
Registration Statement on Form S-4 filed December 17, 2020
Summary Historical Financial Information of STPK, page 14
1.Please more appropriately label and identify the Class A common stock subject to
redemption and position it before the other equity balances included in permanent
equity. This comment is also applicable to the disclosures in Selected Historical Financial
Information of STPK on page 89.
Unaudited Historical Comparative and Pro Forma Combined Per Share Information of STPK and
Stem, page 19
2.Please provide Stem (Historical) loss per share and book value per share information as of
and for the nine months ended September 30, 2020 and the year ended December 31,
2019. Refer to Part I.A, Item 3(f) of Form S-4.

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 January 13, 2021 Page 2
 FirstName LastNameEric Scheyer
Star Peak Energy Transition Corp.
January 13, 2021
Page 2
3.Please provide pro forma equivalent per share disclosures as required by Part I.A, Item
3(f) of Form S-4.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 67
4.Please revise the pro forma balance sheet to show the number of shares authorized, issued
and outstanding on a historical and pro forma basis.
5.Refer to adjustment (4) on page 68. Please clarify how you determined the amount of cash
to be paid to the redeeming stockholders under Scenario 2 based on the number of shares
to be redeemed. In addition, given the disclosure that there is a minimum consolidated
cash balance requirement of $200 million, please clarify why the pro forma balance of
cash and cash equivalents under Scenario 2 appears to be less than that requirement.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 70
6.Please disclose historical loss per share information for Stem, Inc. in column A on page 70
for the period ended September 30, 2020 and in column C on page 71 for the year ended
December 31, 2019.
7.Based on disclosures throughout the filing that appear to indicate the Founders of STPK
will exchange their class B common shares for class A common shares, please clarify and
explain why you present any pro forma loss per share disclosures related to the class B
shares here and on pages 19 and 20.

Recommendation of the STPK Board of Directors, page 75
8.Please revise to quantify the amount of expense and other reimbursement discussed on
page 76.
STPK's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 91
9.Please clarify or revise the apparent insistency in the disclosures related to management's
determination of STPK's ability to continue as a going concern disclosed in the third
paragraph on page 92 and the disclosures in note 1 on page F-25.
Intellectual Property, page 107
10.Please describe briefly the claims covered by the intellectual property you hold.
Selected Historical Consolidated Financial Information of Stem, page 122
11.Please also present total assets, long term debt, and losses per share as of and for each
period presented.

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 January 13, 2021 Page 3
 FirstName LastNameEric Scheyer
Star Peak Energy Transition Corp.
January 13, 2021
Page 3

Stem's Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metrics, page 126
12.We note you present a key operating metric you identify as "Bookings". Please revise
your disclosures to more fully disclose and discuss when and how "bookings" are
expected to be recognized in revenue and explain the reasons for the significant difference
between the amounts of cumulative "bookings" disclosed here and the amount of the
remaining performance obligations disclosed in note 3 on page F-54 and note 3 on page F-
86.
Liquidity and Capital Resources
Cash Flows – Quarterly Results, page 134
13.In your discussion of cash flows, you disclose that the net cash inflow from changes in
operating assets and liabilities was primarily driven by an increase in deferred revenue of
$32.3 million due to upfront payments and rebate incentives received in the period, a
decrease in deferred costs with suppliers of $2.8 million, and an increase in accounts
payable and accrued expenses of $2.8 million, partially offset by an increase in inventory
of $17.6 million in line with revenue growth, including growth in hardware sales, an
increase in accounts receivable of $6.0 million, an increase in contract origination costs of
$2.1 million related to commissions paid on new contracts executed in the period and a
decrease of $0.5 million in lease liabilities. Please expand your narrative here and on page
136 to more fully explain the reasons for the changes in the line items noted including but
not limited to the changes in accounts payables and accrued expenses and accounts
receivable.
14.Please quantify and more fully disclose and discuss Stem's long term liquidity
requirements and priorities and address potential changes in those priorities based on the
impact of changes in the amount of cash available on a pro forma basis based on the
amount of redemptions.
Critical Accounting Policies and Estimates
Stock Based Compensation, page 140
15.Please quantify and more fully discuss changes in the estimated fair value of Stem during
the periods presented. Please also address any material differences between the valuations
used to determine the fair value of recently granted stock options and warrants relative to
the fair value implied by the current merger transaction.

Management of Stem after the Merger
Directors, page 146
16.Please revise to briefly discuss, for each director, the specific experience, qualifications,

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 January 13, 2021 Page 4
 FirstName LastName
Eric Scheyer
Star Peak Energy Transition Corp.
January 13, 2021
Page 4
attributes or skills that led to the conclusion that the person should serve as a director for
your company, in light of your business and structure. Refer to Item 401(e)(1) of
Regulation S-K.
Unaudited Prospective Financial Information of Stem, page 153
17.You state that Stem believes the assumptions in the prospective financial information
were reasonable at the time the financial information was prepared, given the information
Stem had at the time. In addition, you indicate the prospective financial information
assumes acquisitions based on past experience and assumes that the organic growth rate of
any acquired businesses match the growth rate of the standalone Stem business. Please
address the following:
•Given that you have disclosed only one acquisition in December 2018, disclose to
what extent acquisitions are included in your prospective information;
•Describe the material assumptions underlying your projections; and
•Address any material differences between 2020 estimated and actual results.

18.Please revise to disclose the material assumptions underlying the year-over-year growth
you disclose in the table on page 154.
Background of the Merger, page 157
19.Please revise this section to describe how the nature and amount of consideration and
material terms of the transactions, including the related agreements, evolved during
negotiations between the parties.  We note, for example, "initial terms" that were proposed
and "revised terms," but it is unclear what the initial terms were or how the revised terms
differed.  It is similarly unclear how the parties negotiated and reached agreement on the
terms of the merger agreement and related agreements, including any proposals and
counterproposals made by each party.
Investor Rights Agreement, page 162
20.Please disclose in the notes to the financial statements whether there are any maximum
cash penalties under the registration rights agreement, if applicable. Please also disclose
any additional penalties resulting from delays in registering your common stock. Refer to
ASC 825-20-50-1.
Material U.S. Federal Income Tax Consequences, page 206
21.Please disclose the anticipated tax consequences of the business combination transaction.
Also, if the tax consequence you disclose represent the opinion of counsel, as indicated by
to-be-filed Exhibit 8.1, please ensure the disclosure names counsel and that the disclosure
represents its opinion.

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 January 13, 2021 Page 5
 FirstName LastName
Eric Scheyer
Star Peak Energy Transition Corp.
January 13, 2021
Page 5
Financial Statements - STPK
Report of Independent Registered Public Accounting Firm, page F-2
22.Please have your auditor ensure that the first sentence of their report refers to the correct
financial periods presented. In this regard, it appears to us that the current reference to the
"period from October 29, 2018 through December 31, 2019" should be for the period from
October 29, 2018 through December 31, 2018.
Equity Method Investments, page F-43
23.You disclose that you have ownership interest in SPEs that you do not control and you use
the equity method to account for your investment in these SPEs. On page 133, you
disclose that you enter into arrangements where you finance the cost of energy storage
systems via special purpose entities (“SPE”) that you establish with outside investors. You
disclose that these SPEs are not consolidated in your financial statements but are
accounted for as equity method investments. Please confirm the SPEs referenced are the
same SPEs disclosed here and in note 16 on page F-69. Please explain to us if you
evaluated the SPEs under the voting interest model and tell us if and how you considered
whether the SPEs are variable interest entities. Refer to ASC 810-10-15-14.
Financial Statements - Stem
2. Summary of Significant Accounting Policies
Variable Interest Entities, page F-43
24.You disclose that you evaluate your relationships with VIEs on an ongoing basis to
determine whether you are the primary beneficiary. During 2018, you acquired the
outstanding non-controlling interests of a consolidated VIE and, as such, no longer
consolidate any VIEs as of December 31, 2019 and 2018. Please address the following:
•Explain if and how, after you acquired the outstanding non-controlling interest of the
consolidated VIE, you evaluated the entity for consolidation under another
accounting model and clarify your current accounting for the entity; and
•Given that you are no longer consolidate any VIEs, explain what consideration you
gave to the disclosure requirements for VIEs when you are not the primary
beneficiary, if applicable. Refer to ASC 810-10-50-4 and 50-5A.
Energy Storage Systems, Net, page F-45
25.We note that you have determined you do not transfer control of energy storage
systems, installed at customer locations, to the customer and therefore they do not qualify
as a leased asset. Please provide us a more comprehensive explanation and analysis of the
terms and conditions of your agreements with customers, including how you determined
they do not meet the definition of a lease under ASC 842.

Recently Issued Accounting Standards, page F-51

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 January 13, 2021 Page 6
 FirstName LastNameEric Scheyer
Star Peak Energy Transition Corp.
January 13, 2021
Page 6
26.We note that you have disclosed when recently issued accounting standards are effective
for you. We note that you did not disclose when you will adopt ASU 2019-12 (Topic
740), ASU 2020-04 and ASU 2020-06. Given your intention to take advantage of the
extended transition period provided in Section 7(a)(2)(B) of the Securities Act, please
revise your disclosure to disclose the date on which you will adopt the recently issued
accounting standard, assuming you remain an EGC at such time. Refer to Question 14 of
the Jumpstart Our Business Startups Act Frequently Asked Questions.
3. Revenue, page F-53
27.In regard to your revenue recognition policies, please more fully address the following:
•More explain the differences between host customer arrangements and partnership
arrangements, including how you determine whether an arrangement is a host
arrangement or a partnership arrangement;
•More fully explain how you determine and estimate incentive payments throughout
the term of an agreement;
•More fully explain any differences in your accounting for upfront incentive payments
for arrangements that provide customers the unilateral ability to terminate and those
that do not;
•You disclose that although an energy storage system is purchased by you from a
third-party manufacturer and provided to the customer, you obtain control prior to
delivery and are the principal in the arrangement. More fully explain how you
determined you obtain control of the energy system prior to delivery to the customer.
We note that obtaining legal title of a product only momentarily before it is
transferred to the customer does not necessarily indicate that you are the principal.
Refer to ASC 606-10-55-37A; and
•You indicate that the Company is “primarily” responsible for fulfilling the delivery of
the energy storage system to the customer, it assumes substantial inventory risks, and
it has discretion in the pricing charged to the customer. Explain whether there are any
arrangements where you are not “primarily” responsible for fulfilling these
activities. Refer to ASC 606-10-55-39
Exhibits
28.Please file as exhibits the "New Executive Agreements" mentioned on page 120.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameEric Scheyer
 Comapany NameStar Peak Energy Transition Corp.
 January 13, 2021 Page 7
 FirstName LastName
Eric Scheyer
Star Peak Energy Transition Corp.
January 13, 2021
Page 7
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Matthew R. Pacey