Star Peak Energy Acquisition Corp.

The entire swing from prior-year net income to this year's loss is the absence of last year's $220.0 million debt-extinguishment gain; the operating loss actually halved. Liabilities are nearly twice total assets, with $319.2 million of notes outstanding.

Revenue is falling because the company is shedding low-margin battery hardware resale, and margins and adjusted EBITDA are rising as a result; the reported net loss reverses only because last year's quarter carried a one-time debt gain.

The trigger is documented: on August 28, 2024 the company received written notice from the NYSE that it was not in compliance with the minimum average closing price required for continued listing, so the split is a cure rather than a preference, and 166,358,775 shares outstanding is the base it would compress. Leadership changed hands during the same stretch — Mr. Buzby served as Interim CEO and Executive Chair until January 27, 2025, and Mr. Doran became Chief Financial Officer and Executive VP effective September 2, 2024.

Nothing a stockholder votes on changed, and the proxy statement/consent solicitation statement/prospectus is not in this document, so a reader must go to the version that carries it. What the retained fee table still shows is the shape of the issuance: of 64,999,790 Class A shares, 53,775,396 answer Stem's outstanding common stock after conversion of all its preferred, convertible securities and certain warrants, and 11,224,394 answer options and warrants. The shares are priced at $14.88 for fee purposes, on December 9, 2020 trading, and the fee was previously paid.

Consideration remains a fixed pool of approximately 65,000,000 New Stem shares less whatever stays issuable under Stem options and warrants that survive the merger, so the ratio moves with Stem's own share count rather than with the value of the deal. The stated 0.216 assumes all Stem preferred has converted, substantially all Stem warrants have converted, and 51,735,290 option and warrant shares are assumed by STPK and remain outstanding at closing; fractional entitlements are paid in cash at $10.00. The record date, and so the assumed effective date, is still blank.

The consideration is a fixed pool rather than a per-share ratio: existing Stem common stock is cancelled for a pro rata portion of approximately 65,000,000 shares of New Stem Common Stock, less any shares issuable on options and warrants of Stem that remain outstanding after the merger — so every option or warrant left alive reduces what the common holders receive. The registered count splits into 53,775,396 shares for Stem's common stock after conversion of all preferred and convertible securities, and 11,224,394 for those surviving options and warrants.

What changed: Q2 2026 10-Q of Stem, Inc. (NYSE: STEM). Total revenue was $33,654 thousand for the quarter versus $38,374 thousand a year earlier and $62,654 thousand for the six months versus $70,886 thousand; gross profit rose to $13,887 thousand from $12,800 thousand as total cost of revenue fell to $19,767 thousand from $25,574 thousand. Operating expenses fell to $21,558 thousand from $26,143 thousand, cutting the operating loss to $(7,671) thousand from $(13,343) thousand. Why it matters: The entire swing from prior-year net income to this year's loss is the absence of last year's $220.0 million debt-extinguishment gain; the operating loss actually halved. Liabilities are nearly twice total assets, with $319.2 million of notes outstanding.

What changed: Exhibit 99 to an 8-K of Stem, Inc. (NYSE: STEM): the August 12, 2026 press release reporting Q2 2026 results. Revenue was $33.7 million, down 12% year over year, while software, services and edge hardware revenue was $33.4 million, up 1%, on 11% growth in PowerTrack software revenue. GAAP gross margin rose to 41% from 33% and non-GAAP gross margin to 55% from 49%. Why it matters: Revenue is falling because the company is shedding low-margin battery hardware resale, and margins and adjusted EBITDA are rising as a result; the reported net loss reverses only because last year's quarter carried a one-time debt gain.