Star Peak Energy Transition Corp (STPK)

[realfast95]

STPK is aware of one complaint that has been filed on behalf of a purported stockholder of the Company relating to the Merger: Sean Smith v. Star Peak Energy Transition Corp., et al., in the Supreme Court of the State of New York, County of New York, No. 650344/2021. The complaint alleges that the Proxy Statement contains materially misleading and incomplete information regarding the Merger. The Company has received a draft complaint raising similar allegations from another purported stockholder of the Company.



While STPK believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, in order to resolve the shareholders’ disclosure claims so as to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Merger, STPK has determined to voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, STPK specifically denies all allegations that any additional disclosure was or is required. STPK believes the shareholders’ claims are without merit.



The Supplemental Disclosures will not affect the merger consideration to be paid to STPK’s stockholders in connection with the Merger or the timing of STPK’s virtual special meeting of stockholders scheduled to be held online via live webcast on April 27, 2021 at 11 a.m., Eastern Time, at https://www.cstproxy.com/starpeakcorp/2021 (the “Special Meeting”). The board of directors continues to recommend that you vote “FOR” the proposals being considered at the Special Meeting.



Supplemental Disclosures to Proxy Statement



The following information should be read in conjunction with the Proxy Statement. All page references in the information below are to pages in the Proxy Statement, and capitalized terms used in this Current Report on Form 8-K shall have the meanings set forth in the Proxy Statement, unless otherwise defined herein. Underlined text shows text being added to a referenced disclosure in the Proxy Statement.



The Proxy Statement is hereby amended as follows:



Adding the following paragraph before the first full paragraph on page 163:



Between August 20, 2020, the date of STPK’s IPO, and September 28, 2020, STPK considered over 89 potential targets, including both privately held companies and assets or divisions owned by publicly traded companies. Of those potential targets, STPK entered into non-disclosure agreements with 11 entities. STPK primarily focused its search on businesses that, in STPK’s view, are best in class within the clean energy industry and the broader energy transition space. STPK prioritized companies that target large addressable markets with long-term growth potential and whose products and technologies have low risk of obsolescence. STPK also focused on companies that could serve as platforms for both organic and acquisitive growth and were led by an experienced management team with a proven track record and complementary capabilities. Throughout this process, STPK leveraged the investing, industry and transaction experience of Sponsor, STPK’s management and the STPK Board to screen, prioritize and diligence potential acquisition candidates. A number of the potential targets that STPK evaluated did not, in STPK’s opinion, meet enough of the criteria it sought in its business combination partner. Following this preliminary evaluation of these 11 companies, STPK determined to focus its resources and efforts in the near-term on Stem, which STPK believed, based on this preliminary evaluation and the experience of its officers and directors, was the most suitable for a business combination.