STEM, Inc. Form 8-K Summary
Business Context and Reporting Period
STEM, Inc. filed this Current Report under Item 4.01 to disclose a change in its independent registered public accounting firm. The report date was August 9, 2021; the auditor dismissal and replacement were effective August 11, 2021. The change followed STEM’s April 28, 2021 merger with Star Peak Energy Transition Corp. (STPK).
Financial Metrics and Liquidity
This filing does not provide current-period revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Withum’s reports on the financial statements for the years ended December 31, 2020 and 2019 were not adverse or disclaimed and were not qualified or modified for accounting principles, audit scope, or uncertainty, except for a going-concern matter related to STPK’s obligation to complete a business combination by August 20, 2022 or cease operations other than for liquidation.
Material Changes Versus the Prior Comparable Period
- The Audit Committee approved WithumSmith+Brown, PC’s dismissal on August 9, 2021, with the dismissal effective August 11, 2021.
- Deloitte & Touche LLP was engaged as STEM’s new independent registered public accounting firm effective August 11, 2021.
- The filing states that there were no disagreements with Withum regarding accounting principles, financial statement disclosure, or audit scope or procedures during the periods from inception through December 31, 2019, the year ended December 31, 2020, or the subsequent period through August 11, 2021.
- The company also reported no reportable events under Regulation S-K Item 304(a)(1)(v).
Guidance, Outlook, Risks, Contingencies, and Unusual Items
No management guidance or operating outlook is provided. The principal disclosed item is the historical going-concern language concerning STPK’s pre-merger obligation to complete a business combination or liquidate. The filing does not identify any auditor disagreements or reportable events.
STEM provided Withum with the proposed disclosures and requested a letter to the SEC stating whether Withum agreed with them. Withum’s letter is included as Exhibit 16. STEM stated that it did not consult Deloitte about the matters specified in Regulation S-K Item 304(a)(2)(i) or (ii) during the relevant periods.
Important Facts for Investors to Verify
- Review Exhibit 16 for Withum’s response to STEM’s statements.
- Confirm that Deloitte’s engagement became effective August 11, 2021.
- Review the underlying 2019 and 2020 financial statements for the scope and continuing relevance of the going-concern language.
- Consult subsequent filings for Deloitte’s audit reports, any changes in accounting treatment, and updated financial performance or liquidity information.