Stem Inc-A美国股市招股说明书(2025-09-09版)

This prospectus also relates to the resale of up to 439,919 shares of Common Stock by the selling stockholders named in thisprospectus (the “Selling Stockholders” and, together with the Selling Warrantholders, the “Selling Securityholders”), which areissuable upon the exercise of the Warrants, and any additional shares of Common Stock issuable upon exercise of the Warrants as aresult of stock splits, stock dividends and anti-dilution provisions in the Warrants. The Selling Securityholders may sell the shares of Common Stock or the Warrants described in this prospectus (the “Securities”)on any national securities exchange or quotation service on which the Securities may be listed or quoted at the time of sale, on theover-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiatedtransactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varyingprices determined at the time of sale, or at negotiated prices. We provide more information about how the Selling Securityholders maysell their Securities in the section of this prospectus entitled “Plan of Distribution.”The Selling Securityholders will receive all of the proceeds from the sale of their Securities in this offering. However, we will receive the proceeds of any cash exercise of the Warrants. The Selling Securityholders may sell any, all or none of the Securities andwe do not know when or in what amount the Selling Securityholders may sell their Securities hereunder following the effective date ofthe registration statement of which this prospectus forms a part. Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “STEM.” The last reported sale priceof our Common Stock on the NYSE on September 8, 2025 was $13.50 per share. We recommend that you obtain current marketquotations for our Common Stock prior to making an investment decision. There is no established trading market for any of the Warrants and we do not expect a market to develop. We do not intend toapply for a listing for any of the Warrants on any securities exchange or other nationally recognized trading system. Without an activetrading market, the liquidity of the Warrants will be limited. As described in the section entitled “Plan of Distribution,” the price atwhich the Warrants will be sold will depend, in part, on the manner and timing of such sales, but, in any event, we expect such pricewill likely be derived from the market price of our Common Stock traded on the NYSE. You should carefully read this prospectus, together with the documents we incorporate by reference, before you invest in theSecurities. Investing in the Securities involves risks. See “Risk Factors” in this prospectus, starting on page3. You should alsoconsider the risk factors described in the documents incorporated by reference into this prospectus, including the risk factorsdescribed in our Annual Report on Form10-K for the year ended December31, 2024 filed with the Securities and ExchangeCommission on March3, 2025 and any subsequent Quarterly Reports on Form10-Q. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.Prospectus dated September 9, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIESSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC” or the“Commission”) using a “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from timeto time, sell the Securities in one or more offerings. Information about the Selling Securityholders may change over time. This prospectus provides you with a general description of the shares of Common Stock and the Warrants that the SellingSecurityholders may offer. Each time a Selling Securityholders sells Securities using this prospectus, to the extent necessary andrequired by law, we will provide a prospectus supplement that will contain specific information about the terms of that offering,including the number of shares of Common Stock or Warrants being offered, the manner of distribution, the identity of anyunderwriters or other counterparties and other specific terms related to the offering. In addition, the prospectus supplement also mayadd, update or change the information contained in this prospectus. If there is any inconsistency between the information in thisprospectus and any prospectus supplement, you should rely on the inf