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.
 Eric Scheyer
FirstName  LastNameEric  Scheyer
Star Peak Energy Transition Corp.
Comapany
January 13,NameStar
            2021     Peak Energy Transition Corp.
January
Page  2 13, 2021 Page 2
FirstName LastName
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.
 Eric Scheyer
FirstName  LastNameEric  Scheyer
Star Peak Energy Transition Corp.
Comapany
January 13,NameStar
            2021     Peak Energy Transition Corp.
January
Page  3 13, 2021 Page 3
FirstName LastName



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,
 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.
FirstName LastNameEric Scheyer
       Also, if the tax consequence you disclose represent the opinion of
counsel, as indicated by
Comapany    NameStar
       to-be-filed      Peak8.1,
                    Exhibit  Energy   Transition
                                 please          Corp.
                                        ensure the disclosure names counsel and
that the disclosure
Januaryrepresents  its opinion.
         13, 2021 Page   4
FirstName LastName
 Eric Scheyer
FirstName  LastNameEric  Scheyer
Star Peak Energy Transition Corp.
Comapany
January 13,NameStar
            2021     Peak Energy Transition Corp.
January
Page  5 13, 2021 Page 5
FirstName LastName
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
 Eric Scheyer
FirstName  LastNameEric  Scheyer
Star Peak Energy Transition Corp.
Comapany
January 13,NameStar
            2021     Peak Energy Transition Corp.
January
Page  6 13, 2021 Page 6
FirstName LastName

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