424B3 1 tm2310710-23_424b3.htm 424B3 tm2310710-23_424b3 - none - 115.6458154s
 Filed Pursuant to Rule 424(b)(3)
 Registration Statement No. 333-272058
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
NABORS ENERGY TRANSITION CORP.
AND
PROSPECTUS FOR 44,280,641 ORDINARY SHARES AND 27,530,000 WARRANTS TO
PURCHASE ORDINARY SHARES OF
VAST RENEWABLES LIMITED
PROPOSED BUSINESS COMBINATION — YOUR PARTICIPATION IS VERY IMPORTANT
Dear Stockholders of Nabors Energy Transition Corp.:
You are cordially invited to attend the special meeting (the “NETC special meeting”) of stockholders of Nabors Energy Transition Corp., a Delaware corporation (“NETC” and such stockholders, the “NETC stockholders”), which will be held at 11:00 AM, Eastern Time, on December 13, 2023, at the following address: https://www.cstproxy.com/naborsetcorp/sm2023.
On February 14, 2023, NETC, Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd, an Australian proprietary company limited by shares) (“Vast”), Neptune Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Vast (“Merger Sub”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “NETC Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16 thereto), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18 thereto) entered into a Business Combination Agreement (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into NETC (the “Merger”), with NETC continuing as the surviving corporation and a wholly owned direct subsidiary of Vast (the “Surviving Corporation”).
As further described in the accompanying proxy statement/prospectus, in connection with the consummation of the Business Combination, the following events will occur:
Immediately prior to the effective time of the Merger (the “Effective Time”):

Vast will cause all outstanding shares granted under Vast’s Management Equity Plan Deed dated on or around July 30, 2020, as amended on February 14, 2023 (the “MEP Deed” and, such shares, the “MEP Shares”), immediately prior to the Effective Time to be settled by way of a conversion and subdivision of those MEP Shares into ordinary shares in Vast (each, a “Vast Ordinary Share”) in accordance with the MEP Deed and Vast’s Management Equity Plan De-SPAC Side Deed, dated on or around February 14, 2023 (the “MEP De-SPAC Side Deed” and such conversion and subdivision, the “MEP Share Conversion”), and after the MEP Share Conversion, all of the MEP Shares will no longer be outstanding and will cease to exist, and each holder of MEP Shares will thereafter cease to have any rights with respect to such MEP Shares;

AgCentral Energy Pty Ltd. (“AgCentral”) will cause (i) all of the outstanding convertible promissory notes issued by Vast held by AgCentral and (ii) all of the principal outstanding and accrued interest under each loan agreement between Vast and AgCentral to be converted into Vast Ordinary Shares (collectively, the “Existing AgCentral Indebtedness Conversion”), in each case, pursuant to the terms of that certain Noteholder Support and Loan Termination Agreement, dated as of February 14, 2023, by and between Vast and AgCentral; and

Vast will cause a conversion of Vast Ordinary Shares (whether by way of subdivision or consolidation) (the “Vast Split Adjustment”), to occur immediately following the MEP Share Conversion and the Existing AgCentral Indebtedness Conversion, whereby the aggregate number of Vast Ordinary Shares outstanding immediately following the Vast Split Adjustment and immediately prior to the Effective Time will be 20,500,000 Vast Ordinary Shares (subject to certain adjustments as contemplated by the Business Combination Agreement).
Under the terms of the MEP De-SPAC Side Deed, Vast Ordinary Shares (or options or other securities in Vast) held by participants as a result of, among other things contemplated under the MEP De-SPAC Side Deed, the conversion and subdivision of their MEP Shares to Vast Ordinary Shares immediately prior to completion of the Business Combination (“MEP Consideration Securities”) will be subject to lock-up restrictions. For more information about the MEP De-SPAC Side Deed, see the section entitled “Certain Relationships and Related Transactions — Vast Relationships and Related Party Transactions.”
At the Effective Time, by virtue of the Merger and without any action on the part of NETC, Vast, Merger Sub or any of the holders of any of their securities, the following events will take place simultaneously:

all shares of NETC Class A common stock, par value $0.0001 per share (the “NETC Class A Common Stock”), NETC Class B common stock, par value $0.0001 per share (the “NETC Class B Common Stock”), and NETC Class F common

stock, par value $0.0001 per share (the “NETC Class F Common Stock” and together with the NETC Class B Common Stock and the NETC Class A Common Stock issued upon conversion of the NETC Class B Common Stock, the “Founder Shares”), held in the treasury of NETC will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereof;

(i) each share of NETC Class A Common Stock (other than the Redemption Shares (as defined below)) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio (as defined below), (ii) the shares of NETC Class F Common Stock and the shares of NETC Class B Common Stock issued and outstanding and held by NETC Sponsor or its transferees (based on a transfer following the date of the Business Combination Agreement) immediately prior to the Effective Time will be collectively exchanged for 2,825,000 validly issued and fully paid Vast Ordinary Shares, (iii) each share of NETC Class B Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, and (iv) each share of NETC Class F Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, in each case, after giving effect to the Vast Split Adjustment (collectively, the “Per Share Merger Consideration”) and thereafter, each share of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock will automatically be cancelled and will cease to exist and each holder of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock will cease to have any rights with respect thereto except the right to receive the Per Share Merger Consideration (other than pursuant to and in accordance with that certain letter agreement, dated as of February 14, 2023, by and among NETC, NETC Sponsor, Vast, Nabors Lux and NETC’s independent directors (the “Support Agreement”));

each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Effective Time; and

Vast will assume (i) the Private Warrant Agreement, dated as of November 16, 2021, by and between NETC and Continental Stock Transfer & Trust Company, as warrant agent (the “Private Warrant Agreement”), and (ii) the Public Warrant Agreement, dated as of November 16, 2021, by and between NETC and Continental Stock Transfer & Trust Company, as warrant agent (the “Public Warrant Agreement,” and together with the Private Warrant Agreement, the “NETC Warrant Agreements”), and each warrant granted thereunder (the “NETC Warrants”) then outstanding and unexercised will automatically, without any action on the part of its holder, be converted into a warrant to acquire Vast Ordinary Shares (each such warrant, a “Vast Warrant”).
Each Vast Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding NETC Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (a) each Vast Warrant will be exercisable solely for Vast Ordinary Shares; (b) the number of Vast Ordinary Shares issued upon exercise of each Vast Warrant will be equal to (x) the number of shares of NETC Class A Common Stock issued upon exercise of the applicable NETC Warrant multiplied by (y) the Exchange Ratio; (c) the per share exercise price for the Vast Ordinary Shares issuable upon exercise of such Vast Warrant will be equal to (x) the per share exercise price for the shares of NETC Class A Common Stock subject to the applicable NETC Warrant, as in effect immediately prior to the Effective Time, divided by (y) the Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent; and (d) no fraction of a Vast Ordinary Share will be issued upon any exercise of any Vast Warrants and, if the aggregate number of Vast Ordinary Shares that a holder of any Vast Warrants would be entitled to receive upon any exercise of any Vast Warrants would otherwise include a fraction of a Vast Ordinary Share, Vast will, upon such exercise, round down to the nearest whole number the aggregate number of Vast Ordinary Shares to be issued to such holder as a result of the exercise of all such Vast Warrants so exercised.
Exchange Ratio” means one (1), as adjusted to reflect appropriately the effect of (i) any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to NETC Class A Common Stock and Founder Shares occurring at or after the Vast Split Adjustment and prior to the Effective Time and (ii) any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Vast Ordinary Shares following the Vast Split Adjustment and prior to the Effective Time.
Each share of NETC Class A Common Stock issued and outstanding immediately prior to the Effective Time with respect to which a NETC stockholder has validly exercised its redemption rights (the “Redemption Shares”) will not be entitled to receive the Per Share Merger Consideration and will be converted immediately prior to the Effective Time into the right to receive from NETC, in cash, an amount per share calculated in accordance with such stockholder’s redemption rights. Please see the section entitled “The Business Combination — Conversion and Exchange of Securities” for additional information. At or as

promptly as practical after the Effective Time, NETC will make such cash payments in respect of each such Redemption Share. As of immediately prior to the Effective Time, all such Redemption Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a Redemption Share (or related certificate or book-entry share) will cease to have any rights with respect thereto, except the right to receive such cash payments from NETC.
In the event that the share of NETC Class A Common Stock and one-half of one NETC Warrant comprising a single unit of NETC sold in NETC’s initial public offering of units (the “NETC IPO” and such units, the “NETC Units”) have not been detached so as to permit separate transferability or trading prior to the Effective Time, then effective immediately prior to the Effective Time, any and all NETC Units will be automatically detached and broken out into their constituent parts, such that a holder of one NETC Unit will hold one share of NETC Class A Common Stock and one-half of one NETC Warrant, and the underlying constituent securities will be converted in accordance with the Business Combination Agreement. However, if the detachment would result in a holder of a NETC Warrant, sold as part of the NETC Units in the NETC IPO holding a fractional NETC Warrant, then prior to the conversion, the number of NETC Warrants deemed to be held by such holder will be rounded down to the nearest whole number.
The closing of the Business Combination (the “Closing”) is subject to certain customary conditions, including, among other things, that (i) the requisite NETC stockholder approval be obtained, (ii) this registration statement be declared effective under the Securities Act of 1933, as amended and (iii) the Vast Ordinary Shares be approved for listing on The New York Stock Exchange (the “NYSE”) or, if Vast does not meet the initial listing requirements of the NYSE after giving effect to the redemption rights of NETC public stockholders, the NYSE American securities exchange or another national securities exchange mutually agreed to by the parties in writing.
Concurrently with the signing of the Business Combination Agreement, Nabors Lux 2 S.a.r.l., an affiliate of Nabors (“Nabors Lux”), and AgCentral each entered into a subscription agreement with Vast (each a “Notes Subscription Agreement”), pursuant to which, among other things, Nabors Lux and AgCentral have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of senior convertible notes (“Senior Convertible Notes”) from Vast in a private placement to be funded in accordance with the Notes Subscription Agreements (the “Notes Subscription Amount”). Nabors Lux funded $2.5 million under its Notes Subscription Agreement on February 15, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on June 27, 2023. AgCentral funded $2.5 million under its Notes Subscription Agreement on April 13, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on August 15, 2023.
Vast may enter into additional Notes Subscription Agreements between the date of the Business Combination Agreement and the Closing, with investors reasonably acceptable to NETC and on terms and conditions that are no more favorable to such investor in any material respect than the Notes Subscription Agreements, unless NETC provides its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) (the subscription contemplated thereby, together with the subscription by Nabors Lux and AgCentral, the “Notes Subscription,” and the financing received therefrom, the “Interim Company Financing”). Any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be exchanged for a number of Vast Ordinary Shares equal to the amount funded divided by $10.20 immediately prior to the Effective Time (the “Agreed Price”), unless Vast enters into a Notes Subscription Agreement with any party subsequent to the first issue of Senior Convertible Notes that provides for conversion at a conversion price per Vast Ordinary Share which is lower than the Agreed Price (the “Discounted Price”), in which case any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be exchanged for a number of Vast Ordinary Shares to be calculated by dividing the amount of the Interim Company Financing by the Discounted Price. Any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be deemed to reduce their subscription amounts under the PIPE Financing (as defined below).
Also concurrently with the signing of the Business Combination Agreement, Nabors Lux and AgCentral entered into subscription agreements with Vast (the “Equity Subscription Agreements”), pursuant to which, among other things, each of Nabors Lux and AgCentral agreed, subject to the Closing occurring and third party investors having purchased Vast Ordinary Shares and/or Senior Convertible Notes for aggregate gross proceeds to Vast of at least $10.0 million, to subscribe for and purchase, and Vast agreed to issue and sell to each of Nabors Lux and AgCentral, up to $15.0 million (or an aggregate of $30.0 million) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral, as applicable, pursuant to their respective Notes Subscription Agreement and with respect to Nabors Lux, the October Notes Subscription Agreement (as defined herein)) of Vast Ordinary Shares for $10.20 per share in a private placement.
Vast may enter into additional Equity Subscription Agreements between the date of the Business Combination Agreement and the Closing, with investors reasonably acceptable to NETC, who have agreed to purchase Vast Ordinary Shares in the PIPE Financing at a price at least equal to the price per Vast Ordinary Share provided in the Equity Subscription Agreements, and on terms and conditions that are no more favorable to such investor in any material respect than the Equity Subscription Agreements, unless NETC provides its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) (the subscription contemplated thereby, together with the subscription by Nabors Lux and AgCentral pursuant to the

Equity Subscription Agreements, the “Equity Subscription,” and the financing received therefrom, the “PIPE Financing”), in each case, on the terms and subject to the conditions set forth therein.
On September 18, 2023, Vast entered into a subscription agreement with Capital Airport Group (“CAG”), the owner and operator of Canberra Airport, to purchase a minimum of $5 million, and up to $10 million, of Vast Ordinary Shares at a purchase price of $10.20 per share in a private placement (the “Canberra Subscription”). The Canberra Subscription is conditional on, and will close concurrently with, the Closing. Of the $10 million Canberra Subscription, $5 million will serve as a backstop for subsequent capital raised by Vast prior to Closing via additional Notes Subscriptions or Equity Subscriptions (the “CAG Backstop”). Accordingly, the amount invested by CAG pursuant to the Canberra Subscription will be reduced below $10 million, but not below $5 million, by one dollar for every three dollars raised by Vast prior to Closing via the issuance of additional shares or debt instruments. Therefore, the CAG Backstop may not ultimately be funded in full or at all. Vast must pay CAG an amount equal to (i) the greater of (a) $50,000 per month from the date of the subscription agreement until the closing the Canberra Subscription; and (b) $100,000 plus (ii) 5% of the amount drawn from the CAG Backstop within twenty business days of the closing of the Canberra Subscription.
On October 19, 2023, Nabors Lux entered into a Notes Subscription Agreement (the “October Notes Subscription Agreement”) with Vast pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of Senior Convertible Notes (the “Incremental Funding”). Nabors Lux’s commitment under the Equity Subscription Agreements will be reduced, dollar-for-dollar, by the Incremental Funding. Also on October 19, 2023, Vast entered into a Backstop Agreement (the “Nabors Backstop Agreement”) pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share (the “Nabors Backstop”). The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and subsequent capital raised by Vast prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop will be reduced below $15 million, dollar-for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all.
In connection with entering into the October Notes Subscription Agreement and the Nabors Backstop Agreement, NETC, NETC Sponsor, Vast and Merger Sub entered into the BCA Amendment, pursuant to which, among other things, (i) Vast agreed to issue 350,000 Vast Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement, (ii) Vast agreed to issue 1,500,000 Vast Ordinary Shares to NETC Sponsor in the Merger as acceleration of a portion of the Sponsor Earnback Shares, pursuant to the Nabors Backstop Agreement, (iii) Vast and Merger Sub agreed to waive in their entirety (a) the conditions precedent to their respective obligations to consummate the Business Combination set forth in Section 8.3 of the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing, and (b) their rights to terminate the Business Combination Agreement pursuant to Section 9.1(g) thereof for a breach of any representation, warranty, covenant or agreement on the part of NETC, and (iv) the parties agreed to amend and restate in its entirety the form of Shareholder and Registration Rights Agreement to be entered into at Closing, the amended and restated form of which is attached hereto as Annex D. NETC, NETC Sponsor and Vast also entered into an amendment to the Support Agreement, dated as of February 14, 2023, by and among NETC, Vast, NETC Sponsor and the other parties thereto (the “Support Agreement”) to reduce by 500,000 Vast Ordinary Shares each tranche of the Sponsor Earnback Shares for an aggregate reduction of 1,500,000 Vast Ordinary Shares.
Pursuant to the Support Agreement, NETC Sponsor and NETC’s independent directors, in connection with the submission of the Business Combination to a stockholder vote, have agreed to vote any Founder Shares owned by them in favor of the adoption and approval of the Business Combination.
At the NETC special meeting, NETC stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal” or “Proposal No. 1”) to adopt and approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1 and approve the transactions contemplated thereby, including the Business Combination.
In addition to the Business Combination Proposal, NETC stockholders are being asked to:

Consider and vote upon, on a non-binding advisory basis, a proposal to approve the governance provisions contained in the amended and restated constitution of Vast (the “Constitution”) that materially affect NETC stockholder rights, presented separately in accordance with the U.S. Securities and Exchange Commission (the “SEC”) guidance (the “Vast Constitution Proposal” or “Proposal No. 2”). The full text of the Constitution is attached to the accompanying proxy statement/prospectus as Annex B.

Consider and vote upon a proposal to approve the adjournment of the NETC special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for,

or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “Proposal No. 3” and, together with the Business Combination Proposal and the Vast Constitution Proposal, the “Proposals”).
Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each NETC stockholder is encouraged to read carefully.
The shares of NETC Class A Common Stock and NETC public warrants, which are exercisable for shares of NETC Class A Common Stock under certain circumstances, are currently listed on the NYSE under the ticker symbols “NETC” and “NETC.WS,” respectively. In addition, certain of the NETC Class A Common Stock and NETC Warrants currently trade as NETC Units consisting of one share of NETC Class A Common Stock and one-half of one NETC Warrant, and are listed on the NYSE under the ticker symbol “NETC.U.” The NETC Units will automatically separate into the component securities prior to the consummation of the Business Combination and will be exchanged for or automatically converted into, as applicable, Vast Ordinary Shares and Vast Warrants, respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the parties are required to cause the Vast Ordinary Shares and the Vast Warrants issued in connection with the Business Combination to be approved for listing on a national securities exchange mutually agreed to by the parties in writing, but there can be no assurance that such listing condition will be met. Further, it is a condition to the consummation of the PIPE Financing that the Vast Ordinary Shares issuable therein be approved for listing on a national securities exchange. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the applicable parties to the Business Combination Agreement. Vast intends to apply to list the Vast Ordinary Shares and Vast Warrants on the Nasdaq Stock Market LLC (“Nasdaq”). It is anticipated that upon the Closing, the Vast Ordinary Shares and Vast Warrants will be listed under the ticker symbols “VSTE” and “VSTEW,” respectively. It is important for you to know that, at the time of the NETC special meeting, the parties may not have received from Nasdaq or any other national securities exchange either confirmation of the listing of the Vast Ordinary Shares and the Vast Warrants or that approval thereof will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such listing condition is waived by the applicable parties to the Business Combination and by the investors in the PIPE Financing and therefore the Vast securities would not be listed on Nasdaq or any other nationally recognized securities exchange.
NETC is providing the accompanying proxy statement/prospectus and accompanying proxy card to NETC stockholders in connection with the solicitation of proxies to be voted at the NETC special meeting and at any adjournments or postponements of the NETC special meeting. Information about the NETC special meeting, the Business Combination and other related business to be considered by NETC stockholders at the NETC special meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the NETC special meeting, all NETC stockholders are urged to read carefully and in their entirety the accompanying proxy statement/prospectus, including the annexes and the accompanying financial statements of Vast and NETC. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 54 of the accompanying proxy statement/prospectus.
After careful consideration, the Board of Directors of NETC (the “NETC Board”), including the independent directors (such independence having been determined in accordance with NYSE and SEC guidelines), has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that NETC stockholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other Proposals presented to NETC stockholders in the accompanying proxy statement/prospectus. When you consider the NETC Board’s recommendation of these proposals, you should keep in mind that certain of NETC’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.
Your vote is very important, regardless of the number of shares of NETC Common Stock you own. To ensure your representation at the NETC special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the NETC special meeting, but in any event, no later than December 13, 2023 at 11:00 AM, Eastern Time.

On behalf of the NETC Board, I would like to thank you for your support of Nabors Energy Transition Corp. and look forward to a successful completion of the Business Combination.
Sincerely,
/s/ Anthony G. Petrello
Anthony G. Petrello
President, Chief Executive Officer and Chairman of the Board of Directors
November 22, 2023
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Investing in Vast and NETC securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in the accompanying proxy statement/prospectus and under similar headings or in any amendment or supplement to the accompanying proxy statement/prospectus.
The accompanying proxy statement/prospectus is dated November 22, 2023, and is expected to be first mailed or otherwise delivered to NETC stockholders on or about November 22, 2023.

 
ADDITIONAL INFORMATION
No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Vast or NETC. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Vast or NETC since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.
 

 
NABORS ENERGY TRANSITION CORP.
515 West Greens Road, Suite 1200
Houston, Texas 77067
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF NABORS ENERGY TRANSITION CORP.
TO BE HELD DECEMBER 13, 2023
To the Stockholders of Nabors Energy Transition Corp.:
NOTICE IS HEREBY GIVEN that the special meeting (the “NETC special meeting”) of stockholders of Nabors Energy Transition Corp., a Delaware corporation (“NETC” and such stockholders, the “NETC stockholders”) will be held at 11:00 AM, Eastern Time, on December 13, 2023.
At the NETC special meeting, NETC stockholders will be asked to consider and vote upon the following proposals:

Business Combination Proposal — To approve and adopt the Business Combination Agreement, dated as of February 14, 2023 (the “Business Combination Agreement”), among NETC, Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd, an Australian proprietary company limited by shares) (“Vast”), Neptune Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Vast (“Merger Sub”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “NETC Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16 thereto), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18 thereto) and the transactions contemplated thereby (the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into NETC (the “Merger”), with NETC continuing as the surviving corporation and a wholly owned direct subsidiary of Vast (the “Surviving Corporation”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and Annex A-1.

Immediately prior to the effective time of the Merger (the “Effective Time”):

Vast will cause all outstanding shares granted under Vast’s Management Equity Plan Deed dated on or around July 30, 2020, as amended on February 14, 2023 (the “MEP Deed” and, such shares, the “MEP Shares”), immediately prior to the Effective Time to be settled by way of a conversion and subdivision of those MEP Shares into ordinary shares in Vast (each, a “Vast Ordinary Share”) in accordance with the MEP Deed and Vast’s Management Equity Plan De-SPAC Side Deed, dated on or around February 14, 2023 (the “MEP De-SPAC Side Deed” and such conversion and subdivision, the “MEP Share Conversion”), and after the MEP Share Conversion, all of the MEP Shares will no longer be outstanding and will cease to exist, and each holder of MEP Shares will thereafter cease to have any rights with respect to such MEP Shares;

AgCentral Energy Pty Ltd. (“AgCentral”) will cause (i) all of the outstanding convertible promissory notes issued by Vast held by AgCentral and (ii) all of the principal outstanding and accrued interest under each loan agreement between Vast and AgCentral to be converted into Vast Ordinary Shares (collectively, the “Existing AgCentral Indebtedness Conversion”), in each case, pursuant to the terms of that certain Noteholder Support and Loan Termination Agreement, dated as of February 14, 2023, by and between Vast and AgCentral (the “Noteholder Support and Loan Termination Agreement”); and

Vast will cause a conversion of Vast Ordinary Shares (whether by way of subdivision or consolidation) (the “Vast Split Adjustment”), to occur immediately following the MEP Share Conversion and the Existing AgCentral Indebtedness Conversion, whereby the aggregate number of Vast Ordinary Shares outstanding immediately following the Vast Split Adjustment and immediately prior to the Effective Time will be 20,500,000 Vast Ordinary Shares (subject to certain adjustments as contemplated by the Business Combination Agreement).
 

 

At the Effective Time, by virtue of the Merger and without any action on the part of NETC, Vast, Merger Sub or any of the holders of any of their securities, the following events will take place simultaneously:

all shares of NETC Class A common stock, par value $0.0001 per share (the “NETC Class A Common Stock”), NETC Class B common stock, par value $0.0001 per share (the “NETC Class B Common Stock”), and NETC Class F common stock, par value $0.0001 per share (the “NETC Class F Common Stock” and together with the NETC Class B Common Stock and the NETC Class A Common Stock issued upon conversion of the NETC Class B Common Stock, the “Founder Shares”), held in the treasury of NETC will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereof;

(i) each share of NETC Class A Common Stock (other than the Redemption Shares (as defined below)) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio (as defined below), (ii) each share of NETC Class F Common Stock and NETC Class B Common Stock issued and outstanding and held by NETC Sponsor or its transferees (based on a transfer following the date of the Business Combination Agreement) immediately prior to the Effective Time will be collectively exchanged for 2,825,000 validly issued and fully paid Vast Ordinary Shares, (iii) each share of NETC Class B Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, and (iv) each share of NETC Class F Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, in each case, after giving effect to the Vast Split Adjustment (as defined below) (collectively, the “Per Share Merger Consideration”) and thereafter, each share of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock will automatically be cancelled and will cease to exist and each holder of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock will cease to have any rights with respect thereto except the right to receive the Per Share Merger Consideration (other than pursuant to and in accordance with that certain letter agreement, dated as of February 14, 2023, by and among NETC, NETC Sponsor, Vast, Nabors Lux and NETC’s independent directors (the “Support Agreement”));

each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Effective Time; and

Vast will assume (i) the Private Warrant Agreement, dated as of November 16, 2021, by and between NETC and Continental Stock Transfer & Trust Company, as warrant agent (the “Private Warrant Agreement”), and (ii) the Public Warrant Agreement, dated as of November 16, 2021, by and between NETC and Continental Stock Transfer & Trust Company, as warrant agent (the “Public Warrant Agreement,” and together with the Private Warrant Agreement, the “NETC Warrant Agreements”), and each warrant granted thereunder (the “NETC Warrants”) then outstanding and unexercised will automatically, without any action on the part of its holder, be converted into a warrant to acquire Vast Ordinary Shares (each such warrant, a “Vast Warrant”).

Each Vast Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding NETC Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (a) each Vast Warrant will be exercisable solely for Vast Ordinary Shares; (b) the number of Vast Ordinary Shares issued upon exercise of each Vast Warrant will be equal to (x) the number of shares of NETC Class A Common Stock issued upon
 

 
exercise of the applicable NETC Warrant multiplied by (y) the Exchange Ratio; (c) the per share exercise price for the Vast Ordinary Shares issuable upon exercise of such Vast Warrant will be equal to (x) the per share exercise price for the shares of NETC Class A Common Stock subject to the applicable NETC Warrant, as in effect immediately prior to the Effective Time, divided by (y) the Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent; and (d) no fraction of a Vast Ordinary Share will be issued upon any exercise of any Vast Warrants and, if the aggregate number of Vast Ordinary Shares that a holder of any Vast Warrants would be entitled to receive upon any exercise of any Vast Warrants would otherwise include a fraction of a Vast Ordinary Share, Vast will, upon such exercise, round down to the nearest whole number the aggregate number of Vast Ordinary Shares to be issued to such holder as a result of the exercise of all such Vast Warrants so exercised.

Exchange Ratio” means one (1), as adjusted to reflect appropriately the effect of (i) any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to NETC Class A Common Stock and Founder Shares occurring at or after the Vast Split Adjustment and prior to the Effective Time and (ii) any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Vast Ordinary Shares following the Vast Split Adjustment and prior to the Effective Time.

Each share of NETC Class A Common Stock issued and outstanding immediately prior to the Effective Time with respect to which a NETC stockholder has validly exercised its redemption rights (the “Redemption Shares”) will not be entitled to receive the Per Share Merger Consideration and will be converted immediately prior to the Effective Time into the right to receive from NETC, in cash, an amount per share calculated in accordance with such stockholder’s redemption rights. Please see the section entitled “The Business Combination — Conversion and Exchange of Securities” for additional information. At or as promptly as practical after the Effective Time, NETC will make such cash payments in respect of each such Redemption Share. As of immediately prior to the Effective Time, all such Redemption Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a Redemption Share (or related certificate or book-entry share) will cease to have any rights with respect thereto, except the right to receive such cash payments from NETC.

In the event that the share of NETC Class A Common Stock and one-half of one NETC Warrant comprising a single unit of NETC sold in NETC’s initial public offering of units (the “NETC IPO” and such units, the “NETC Units”) have not been detached so as to permit separate transferability or trading prior to the Effective Time, then effective immediately prior to the Effective Time, any and all NETC Units will be automatically detached and broken out into their constituent parts, such that a holder of one NETC Unit will hold one share of NETC Class A Common Stock and one-half of one NETC Warrant, and the underlying constituent securities will be converted in accordance with the Business Combination Agreement. However, if the detachment would result in a holder of a NETC Warrant, sold as part of the NETC Units in the NETC IPO holding a fractional NETC Warrant, then prior to the conversion the number of NETC Warrants deemed to be held by such holder will be rounded down to the nearest whole number.

On October 19, 2023, NETC, NETC Sponsor, Vast and Merger Sub entered into the BCA Amendment, pursuant to which, among other things, (i) Vast agreed to issue the Incremental Funding Commitment Fee and the Accelerated Earnback Shares, in each case pursuant to the Nabors Backstop Agreement, (ii) Vast and Merger Sub agreed to waive in their entirety (a) the conditions precedent to their respective obligations to consummate the Business Combination set forth in Section 8.3 of the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing, and (b) their rights to terminate the Business Combination Agreement pursuant to Section 9.1(g) thereof for a breach of any representation, warranty, covenant or agreement on the part of NETC, and (iii) the parties agreed to amend and restate in its entirety the form of Shareholder and Registration Rights Agreement to be entered into at Closing, the amended and restated form of which is attached hereto as Annex D.

The closing of the Business Combination (the “Closing”) is subject to certain customary conditions, including, among other things, that (i) the requisite NETC stockholder approval be obtained,
 

 
(ii) this registration statement be declared effective under the Securities Act of 1933, as amended, and (iii) the Vast Ordinary Shares be approved for listing on a national securities exchange mutually agreed to by the parties in writing, and (iv) Vast have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing.

The Vast Constitution Proposal — On a non-binding advisory basis, to approve the governance provisions contained in the amended and restated constitution of Vast (the “Constitution”) that materially affect NETC stockholder rights, presented separately in accordance with the U.S. Securities and Exchange Commission (the “SEC”) guidance (the “Vast Constitution Proposal” or “Proposal No. 2”). The full text of the Constitution is attached to this proxy statement/prospectus as Annex B.

Adjournment Proposal — To approve the adjournment of the NETC special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “Proposal No. 3” and, together with the Business Combination Proposal and the Vast Constitution Proposal, the “Proposals”).
Concurrently with the signing of the Business Combination Agreement, Nabors Lux 2 S.a.r.l., an affiliate of Nabors (“Nabors Lux”), and AgCentral each entered into a subscription agreement with Vast (each, a “Notes Subscription Agreement”), pursuant to which, among other things, Nabors Lux and AgCentral have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of senior convertible notes (“Senior Convertible Notes”) from Vast in a private placement to be funded in accordance with the Notes Subscription Agreements (the “Notes Subscription Amount”). Nabors Lux funded $2.5 million under its Notes Subscription Agreement on February 15, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on June 27, 2023. AgCentral funded $2.5 million under its Notes Subscription Agreement on April 13, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on August 15, 2023.
Vast may enter into additional Notes Subscription Agreements between the date of the Business Combination Agreement and the Closing, with investors reasonably acceptable to NETC and on terms and conditions that are no more favorable to such investor in any material respect than the Notes Subscription Agreements, unless NETC provides its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) (the subscription contemplated thereby, together with the subscription by Nabors Lux and AgCentral, the “Notes Subscription,” and the financing received therefrom, the “Interim Company Financing”). Any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be exchanged for a number of Vast Ordinary Shares equal to the amount funded divided by $10.20 immediately prior to the Effective Time (the “Agreed Price”), unless Vast enters into a Notes Subscription Agreement with any party subsequent to the first issue of Convertible Notes that provides for conversion at a conversion price per Vast Ordinary Share which is lower than the Agreed Price (the “Discounted Price”), in which case any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be exchanged for a number of Vast Ordinary Shares to be calculated by dividing the amount of the Interim Company Financing by the Discounted Price. Any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be deemed to reduce their subscription amounts under the PIPE Financing (as defined below).
Also concurrently with the signing of the Business Combination Agreement, each of Nabors Lux and AgCentral entered into subscription agreements with Vast (the “Equity Subscription Agreements”), pursuant to which, among other things, Nabors Lux and AgCentral agreed, subject to the Closing occurring and third party investors having purchased Vast Ordinary Shares and/or Senior Convertible Notes for aggregate gross proceeds to Vast of at least $10.0 million, to subscribe for and purchase, and Vast agreed to issue and sell to each of Nabors Lux and AgCentral, up to $15.0 million (or an aggregate of $30.0 million) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral, as applicable, pursuant to the Notes Subscription Agreement) of Vast Ordinary Shares for $10.20 per share in a private placement. Vast may enter into additional Equity Subscription Agreements between the date of the Business Combination Agreement and the Closing, with investors reasonably acceptable to NETC, who have agreed to purchase Vast Ordinary Shares in the PIPE Financing at a price at least equal to the price per Vast Ordinary Share provided in the Equity Subscription Agreements, and on terms and conditions that are no more favorable to such investor in any material respect than the
 

 
Equity Subscription Agreements, unless NETC provides its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) (the subscription contemplated thereby, together with the subscription by Nabors Lux and AgCentral pursuant to the Equity Subscription Agreements, the “Equity Subscription,” and the financing received therefrom, the “PIPE Financing”), on the terms and subject to the conditions set forth therein.
On September 18, 2023, Vast entered into a subscription agreement with Capital Airport Group (“CAG”), the owner and operator of Canberra Airport, to purchase a minimum of $5 million, and up to $10 million, of Vast Ordinary Shares at a purchase price of $10.20 per share in a private placement (the “Canberra Subscription”). The Canberra Subscription is conditional on, and will close concurrently with, the Closing. Of the $10 million Canberra Subscription, $5 million will serve as a backstop for subsequent capital raised by Vast prior to Closing via additional Notes Subscriptions or Equity Subscriptions (the “CAG Backstop”). Accordingly, the amount invested by CAG pursuant to the Canberra Subscription will be reduced below $10 million, but not below $5 million, by one dollar for every three dollars raised by Vast prior to Closing via the issuance of additional shares or debt instruments. Therefore, the CAG Backstop may not ultimately be funded in full or at all. Vast must pay CAG an amount equal to (i) the greater of (a) $50,000 per month from the date of the subscription agreement until the closing of the Canberra Subscription; and (b) $100,000 plus (ii) 5% of the amount drawn from the CAG Backstop within twenty business days of the closing of the Canberra Subscription.
On October 19, 2023, Nabors Lux entered into a Notes Subscription Agreement (the “October Notes Subscription Agreement”) with Vast pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of Senior Convertible Notes (the “Incremental Funding”). Nabors Lux’s commitment under the Equity Subscription Agreements will be reduced, dollar-for-dollar, by the Incremental Funding. Also on October 19, 2023, Vast entered into a Backstop Agreement (the “Nabors Backstop Agreement”) pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share (the “Nabors Backstop”). The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and subsequent capital raised by Vast prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop will be reduced below $15 million, dollar-for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all.
In connection with entering into the October Notes Subscription Agreement and the Nabors Backstop Agreement, NETC, NETC Sponsor, Vast and Merger Sub entered into the Amendment and Waiver to the Business Combination Agreement, pursuant to which, among other things, (i) Vast agreed to issue 350,000 Vast Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement, (ii) Vast agreed to issue 1,500,000 Vast Ordinary Shares to NETC Sponsor in the Merger as acceleration of a portion of the Sponsor Earnback Shares, pursuant to the Nabors Backstop Agreement, (iii) Vast and Merger Sub agreed to waive in their entirety (a) the conditions precedent to their respective obligations to consummate the Business Combination set forth in Section 8.3 of the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing, and (b) their rights to terminate the Business Combination Agreement pursuant to Section 9.1(g) thereof for a breach of any representation, warranty, covenant or agreement on the part of NETC, and (iv) the parties agreed to amend and restate in its entirety the form of Shareholder and Registration Rights Agreement to be entered into at Closing, the amended and restated form of which is attached hereto as Annex D. NETC, NETC Sponsor and Vast also entered into an amendment to the Support Agreement to reduce by 500,000 Vast Ordinary Shares each tranche of the Sponsor Earnback Shares for an aggregate reduction of 1,500,000 Vast Ordinary Shares.
The record date for the NETC special meeting is November 1, 2023. Only holders of record of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock at the close of business on November 1, 2023 are entitled to notice of, and to vote at, the NETC special meeting and any adjournments or postponements thereof. A complete list of NETC stockholders of record entitled to vote at
 

 
the NETC special meeting will be available at the NETC special meeting and for ten days before the NETC special meeting at NETC’s principal executive offices for inspection by NETC stockholders during ordinary business hours for any purpose germane to the NETC special meeting.
Whether or not you plan to attend the NETC special meeting, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your NETC public shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your NETC public shares or, if you wish to attend the NETC special meeting in person, you must obtain a proxy from your broker or bank.
Pursuant to NETC’s amended and restated certificate of incorporation, dated May 12, 2023 (the “NETC Charter”), NETC is providing the holders of shares of NETC Class A Common Stock originally sold as part of the NETC Units issued in NETC’s initial public offering (the “NETC IPO,” such NETC Class A Common Stock, the “NETC public shares” and such holders, the “NETC public stockholders”) with the opportunity to redeem, upon Closing, NETC public shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to NETC to pay its taxes) from the NETC IPO and a concurrent private placement of warrants to Nabors Lux, certain of NETC’s independent directors and certain other parties. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of November 1, 2023, the record date, of approximately $107.6 million, the estimated per share redemption price would have been approximately $10.93. NETC public stockholders may elect to redeem their NETC public shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a NETC public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its NETC public shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of NETC Class A Common Stock sold in the NETC IPO.
On May 11, 2023, NETC held a special meeting of stockholders (the “First Extension Meeting”) to approve an amendment to NETC’s amended and restated certificate of incorporation to allow NETC’s board of directors, without another stockholder vote, to elect to extend the date by which NETC has to consummate an initial business combination up to seven times for an additional one month each time (but in no event to a date later than 25 months from the closing of the NETC IPO), provided that NETC Sponsor (or its affiliates or designees) deposits into the Trust Account, for each month extension, $295,519.23 (or $0.03 per NETC public share that is not redeemed in connection with the First Extension Meeting) in exchange for a non-interest bearing, unsecured promissory note. Stockholders holding 17,749,359 NETC public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account in connection with the First Extension Meeting. On May 17, 2023, as permitted under the NETC Charter, NETC’s board of directors elected to extend the date by which NETC has to consummate an initial business combination from May 18, 2023 to August 18, 2023 and affiliates of the NETC Sponsor deposited a total of $886,557.69 into the Trust Account. On each of August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023 Nabors Lux deposited an additional $295,519.23 into the Trust Account, and as a result, the Deadline Date is currently extended to December 18, 2023. The balance in the Trust Account as of November 16, 2023, which includes the receipt of extension fees on February 15, 2023, May 17, 2023, August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023, as well as the redemptions in connection with the First Extension Meeting, was $108,177,610.45, or $10.98 per share.
On November 6, 2023, NETC filed a preliminary proxy statement relating to a special meeting of stockholders (the “Second Extension Meeting”) to approve an amendment to NETC’s amended and restated certificate of incorporation to allow NETC’s board of directors, without another stockholder vote, to elect to extend the date by which NETC has to consummate an initial business combination up to three times for an additional one month each time (but in no event to a date later than 28 months from the closing of the NETC IPO), provided that NETC Sponsor (or its affiliates or designees) deposits into the Trust
 

 
Account, for each month extension, $200,000 in exchange for a non-interest bearing, unsecured promissory note. Holders of NETC public shares on the record date for the Second Extension Meeting may elect to redeem all or a portion of their NETC public shares in exchange for their pro rata portion of the funds held in the Trust Account as of two business days prior to the Second Extension Meeting if the proposed amendment to the amended and restated certificate of incorporation is implemented, regardless of whether or how such public stockholders vote at the Second Extension Meeting.
If the matters to be voted on at the Second Extension Meeting are approved by the requisite vote of stockholders (and not abandoned) and the amendment to the amended and restated certificate of incorporation is filed with the Secretary of State of the State of Delaware, holders of NETC public stock remaining after the redemptions will retain their right to redeem their NETC public stock for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination or, if NETC does not complete an initial business combination, by the Deadline Date.
Holders of NETC public warrants sold in the NETC IPO, which are exercisable for shares of NETC Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. NETC Sponsor and NETC’s officers and directors agreed in connection with the NETC IPO to waive their redemption rights, for no consideration, with respect to any shares of NETC Common Stock they may hold in connection with the consummation of the Business Combination as an inducement for NETC and the underwriters to proceed with the NETC IPO. Therefore, shares of NETC Class B Common Stock and NETC Class F Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, NETC Sponsor and NETC’s independent directors own approximately 41.2% of outstanding NETC Common Stock, including all of the shares of NETC Class F Common Stock. NETC Sponsor and NETC’s officers and directors have agreed to vote any shares of NETC Common Stock owned by them in favor of the Business Combination.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE NETC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO NETC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED DATE OF THE NETC SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
NETC may not consummate the Business Combination unless the Business Combination Proposal is approved at the NETC special meeting. The Vast Constitution Proposal is non-binding and is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.
Approval of the Business Combination Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock entitled to vote thereon at the NETC special meeting, voting as a single class. Approval of each of the Vast Constitution Proposal and the Adjournment Proposal requires the affirmative vote in person or by proxy) of the holders of a majority of the outstanding shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock entitled to vote and actually cast thereon at the NETC special meeting, voting as a single class.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of Proposal Nos. 1, 2 and 3. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the NETC special meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the NETC special meeting and, if a quorum is present, will have no effect on the Vast Constitution Proposal or the Adjournment Proposal, but will have the
 

 
same effect as a vote “AGAINST” the Business Combination Proposal. If you are a stockholder of record and you attend the NETC special meeting and wish to vote, you may withdraw your proxy and vote in person.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. NETC encourages you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call NETC’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, or banks and brokerage firms, please call collect at (203) 658-9400.
November 22, 2023
By Order of the Board of Directors,
/s/ Anthony G. Petrello
Anthony G. Petrello
President, Chief Executive Officer and Chairman of the Board of Directors
 

 
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by Vast, as it may be amended or supplemented from time to time (File No. 333-272058) (the “Registration Statement”), serves as:

A notice of meeting and proxy statement of NETC under Section 14(a) of the Exchange Act, for the NETC special meeting being held on December 13, 2023, where NETC stockholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Proposals described herein; and

A prospectus of Vast under Section 5 of the Securities Act with respect to the (i) Vast Ordinary Shares that NETC stockholders will receive in the Business Combination and are issuable thereto during the Earnout Period (as defined herein); (ii) Vast Warrants that holders of NETC Warrants will receive in the Business Combination; and (iii) Vast Ordinary Shares that may be issued upon exercise of the Vast Warrants.
This proxy statement/prospectus incorporates important business and financial information about Vast and NETC that is not included in or delivered with the document.
This information is available without charge to you upon written or oral request. To make this request, you should contact NETC’s proxy solicitor at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
(800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: NETC@investor.morrowsodali.com
To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the NETC special meeting.
You may also obtain additional information about NETC from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find More Information.”
MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains estimates, projections, and other information concerning Vast’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by Vast’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Vast operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, Vast obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources, which Vast believes to be reliable based upon its management’s knowledge of the industry and Vast has not independently verified the accuracy and completeness of such third-party information to the extent included in this proxy statement/prospectus. In some cases, Vast does not expressly refer to the sources from which this data is derived. In that regard, when Vast refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that Vast paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. While Vast has compiled, extracted, and reproduced industry data from these sources, Vast has not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See the section entitled “Cautionary Note Regarding Forward- Looking Statements.”
 
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TRADEMARKS AND TRADE NAMES
Vast and NETC own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This proxy statement/prospectus also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this proxy statement/prospectus is not intended to create, and does not imply, a relationship with Vast or NETC, or an endorsement or sponsorship by or of Vast or NETC. Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Vast or NETC will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
PRESENTATION OF FINANCIAL INFORMATION
This proxy statement/prospectus contains:

the audited consolidated financial statements of Vast as of June 30, 2023 and 2022 and for the fiscal years then ended;

the audited financial statements of SiliconAurora Pty Ltd (“SiliconAurora”) as of June 30, 2023 and 2022 and for the fiscal years then ended;

the audited financial statements of NETC as of December 31, 2022 and December 31, 2021 and for the year ended December 31, 2022 and the period from March 24, 2021 (inception) to December 31, 2021; and

the unaudited financial statements of NETC as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and 2022.
Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited and unaudited consolidated financial statements of NETC and Vast, as applicable, included in this proxy statement/prospectus. Where information is identified as “unaudited,” it has not been subject to an audit. Unless otherwise indicated, financial information of NETC has been prepared in accordance with U.S. GAAP and financial information of Vast and SiliconAurora has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
As presented herein, Vast publishes its consolidated financial statements in U.S. dollars. NETC also publishes its consolidated financial statements in U.S. dollars. SiliconAurora publishes its financial statements in Australian dollars. In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars and all references to “A$” and “AUD” mean Australian dollars.
EXCHANGE RATES
Vast has changed its reporting currency from the Australian dollar to the U.S. dollar effective from June 30, 2020. The determination of the functional currency of each group company is based on the primary currency in which the group company operates. For Vast, the Australian dollar is the functional currency. The functional currency of Vast’s subsidiaries will generally be the local currency.
The translation of foreign currencies into U.S. dollars is performed for assets and liabilities at the end of each reporting period based on the then current exchange rates. Revenue and expense transactions are translated into U.S. dollars using exchange rates that approximate those prevailing at the dates of the transactions, including the use of average rates where appropriate. For revenue and expense accounts, an average monthly foreign currency rate is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars will be recorded as part of a separate component of shareholders’ deficit and reported in Vast’s Consolidated Statements of Comprehensive Loss. Foreign currency transaction gains and losses will be included in other income (expense), net for the period.
 
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NON-IFRS FINANCIAL MEASURES
This proxy statement/prospectus includes certain financial measures that have not been prepared in accordance with IFRS and are not recognized measures of financial performance or liquidity under IFRS. In addition to the financial information contained in this proxy statement/prospectus presented in accordance with IFRS, certain “non-IFRS financial measures” ​(as defined in Regulation G or Item 10(e) of Regulation S-K under the Securities Act) have been included in this proxy statement/prospectus. These non-IFRS measures should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with IFRS. These measures have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under IFRS.
CERTAIN DEFINED TERMS
Unless the context otherwise requires, references in this proxy statement/prospectus to:

Accelerated Earnback Shares” are to the 1,500,000 Vast Ordinary Shares to be issued by Vast to NETC Sponsor in the Merger as acceleration of a portion of the Sponsor Earnback Shares pursuant to the Nabors Backstop Agreement;

Adjournment Proposal” are to the vote on the approval of the adjournment of the NETC special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal;

AgCentral” are to AgCentral Energy Pty Ltd., an Australian proprietary company limited by shares;

AgCentral Loan Agreements” are to the loan agreements between Vast and AgCentral pursuant to which the AgCentral Loans were made.

AgCentral Loans” are to the outstanding indebtedness of Vast held by AgCentral;

AgCentral Subscription Agreement” are to the Subscription Agreement entered into February 14, 2023, by and between Vast and AgCentral;

Antitrust Division” are to the Antitrust Division of the U.S. Department of Justice;

ASC” are to the FASB Accounting Standards Codification;

ASIC” are to the Australian Securities and Investments Commission;

ASIO” are to the Australian Security Intelligence Organization Act 1979 (Cth);

ASX” are to the Australian Securities Exchange Ltd;

ASX Listing Rules” are to the exchange listing rules of the ASX.

Balance of Plant” are to all the supporting components and auxiliary systems of a power plant needed to deliver the energy, other than the generating unit itself;

BCA Amendment” are to the Amendment and Waiver to the Business Combination Agreement, dated October 19, 2023, by and between NETC, NETC Sponsor, Vast and Merger Sub, a copy of which is attached hereto as Annex A-1;

Business Combination” are to the transactions contemplated by the Business Combination Agreement;

Business Combination Agreement” are to that certain Business Combination Agreement, dated as of February 14, 2023, by and among NETC, Merger Sub, Vast, NETC Sponsor and Nabors, a copy of which is attached hereto as Annex A;

Business Combination Proposal” are to the proposal to adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination;

CAG” are to Capital Airport Group;
 
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Canberra Subscription Agreement” are to the Subscription Agreement entered into September 18, 2023 by and between Vast and CAG;

Canberra Subscription” are to CAG’s subscription for and purchase up to the number of Vast Ordinary Shares provided for in the Canberra Subscription Agreement in exchange for the purchase price and on the terms and subject to the conditions set forth therein;

Citi” are to Citigroup Global Markets Inc.;

Closing” are to the closing of the Business Combination;

Closing Date” are to the date on which the Closing occurs;

Code” are to the U.S. Internal Revenue Code of 1986, as amended;

Constitution” are to the proposed constitution of Vast, which will be effective prior to the Closing, a form of which is attached hereto as Annex B;

Convertible Financing” are to the private offering of the Senior Convertible Notes to AgCentral and Nabors Lux for an aggregate purchase price of $10.0 million and the offering of the Senior Convertible Notes to third party investors between the signing of the Business Combination Agreement and the Closing;

Corporations Act” are to the Australian Corporations Act 2001 (Cth);

CSP” are to concentrated solar thermal power;

CST” are to concentrated solar thermal;

Deadline Date” are to October 18, 2023, the deadline for NETC to complete its Initial Business Combination, or such later date if the NETC Board elects to further extend the date by which NETC has to consummate an Initial Business Combination (or as may be approved by NETC stockholders) in accordance with the NETC Charter;

DGCL” are to the General Corporation Law of the State of Delaware;

DTC” are to The Depository Trust Company;

DWAC” are to DTC’s deposit withdrawal at custodian system;

Earnout Period” are to the time period between the day that is seventy (70) days after the Closing Date and the five-year anniversary of the Closing Date;

Earnout Shares” are to the up to 2,799,999 additional Vast Ordinary Shares in the aggregate eligible to be received by Eligible Vast Shareholders during the Earnout Period;

Effective Time” are to the effective time of the Merger;

EGC” are to an emerging growth company, as defined in Section 2(a)(19) of the Securities Act;

Eligible Vast Shareholder” means a holder of a Vast Ordinary Share (after taking into account the Existing AgCentral Indebtedness Conversion in accordance with the Noteholder Support and Loan Termination Agreement and the MEP Share Conversion) immediately prior to the Effective Time; provided, that no person that becomes a holder of Vast Ordinary Shares prior to the Effective Time solely as a result of the consummation of the Convertible Financing or the PIPE Financing shall be an Eligible Vast Shareholder with respect to such Vast Ordinary Shares;

Equity Subscription” are to Nabors Lux and AgCentral’s subscription for and purchase of up to the number of Vast Ordinary Shares provided for in the Equity Subscription Agreements in exchange for the purchase price and on the terms and subject to the conditions set forth therein;

Equity Subscription Agreements” are to the AgCentral Subscription Agreement and the Nabors Lux Subscription Agreement;

Exchange Act” are to the Securities Exchange Act of 1934, as amended;

Exchange Ratio” are to one (1), as adjusted to reflect appropriately the effect of (i) any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination,
 
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exchange of shares or other like change with respect to NETC Class A Common Stock and Founder Shares occurring at or after the Vast Split Adjustment and prior to the Effective Time and (ii) any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Vast Ordinary Shares following the Vast Split Adjustment and prior to the Effective Time;

Existing Vast Convertible Notes” are to the outstanding convertible promissory notes of Vast held by AgCentral;

Extension Amount” are to $2,760,000, the amount, which, pursuant to the Prior NETC Charter, NETC Sponsor (or its affiliates or designees) shall deposit, or cause to be deposited, into the Trust Account in the form of a non-interest bearing loan in order to extend the deadline for NETC to consummate its initial business combination by three months;

FATA” are to the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth);

Financings” are to the Interim Company Financing and the PIPE Financing, collectively;

FIRB” are to the Foreign Investment Review Board of Australia;

Founder Shares” are to the NETC Class F Common Stock, the NETC Class B Common Stock issued upon conversion of the NETC Class F Common Stock and the NETC Class A Common Stock issued upon conversion of the NETC Class B Common Stock;

FTC” are to the U.S. Federal Trade Commission;

Guggenheim Securities” are to Guggenheim Securities, LLC;

HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

Incremental Funding” are to the $2.5 million purchase price paid to Vast by Nabors Lux as consideration for the Senior Convertible Notes issued pursuant to the October Notes Subscription Agreement;

Incremental Funding Commitment Fee” are to the 350,000 Vast Ordinary Shares to be issued to Nabors Lux by Vast pursuant to the Nabors Backstop Agreement;

Initial Business Combination” are to NETC’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

Interim Company Financing” are to cash funding raised by Vast following entry into the Business Combination Agreement and held by Vast and any Vast Subsidiary as of immediately prior to the Closing;

IRS” are to the U.S. Internal Revenue Service;

JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

Legacy Vast shareholders” are to the holders of Legacy Vast Shares;

Legacy Vast Shares” are to all of the shares in the capital of Vast existing prior to the Closing;

Letter Agreement” are to the letter agreement, dated November 16, 2021, among NETC, its officers and directors, NETC Sponsor and Nabors Lux;

MEP Deed” are to Vast’s Management Equity Plan Deed dated on or around July 30, 2020, as amended on February 14, 2023;

MEP De-SPAC Side Deed” are to Vast’s Management Equity Plan De-SPAC Side Deed, dated on or around February 14, 2023;

MEP Shares” are to all outstanding shares granted under the MEP Deed;

Merger” are to the merger of Merger Sub with and into NETC, with NETC surviving the merger as a wholly owned direct subsidiary of Vast;

Merger Sub” are to Neptune Merger Sub, Inc., a Delaware corporation;
 
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Merger Sub Common Stock” are to the common stock, par value of $0.0001 per share, of Merger Sub;

Nabors” are to Nabors Industries Ltd., a Bermuda exempted company;

Nabors Backstop” are to the $15.0 million commitment by Nabors to purchase Vast Ordinary Shares at a purchase price of $10.20 per share pursuant to the Nabors Backstop Agreement;

Nabors Backstop Agreement” are to the Backstop Agreement, dated October 19, 2023, by and between Vast and Nabors Lux;

Nabors Lux” are to Nabors Lux 2 S.a.r.l., a Luxembourg private limited liability company (société à responsabilité limitée);

Nabors Lux Subscription Agreement” are to the Subscription Agreement, entered into February 14, 2023, by and between Vast and Nabors Lux;

Nasdaq” are to the Nasdaq Stock Market LLC.

Nasdaq Listing Rules” are to the exchange listing rules of Nasdaq;

NETC” are to Nabors Energy Transition Corp., a Delaware corporation;

NETC Board” are to the board of directors of NETC;

NETC Charter” are to NETC’s second amended and restated certificate of incorporation, dated May 12, 2023;

NETC Class A Common Stock” are to NETC’s Class A common stock, par value $0.0001 per share;

NETC Class B Common Stock” are to NETC’s Class B common stock, par value $0.0001 per share;

NETC Class F Common Stock” are to NETC’s Class F common stock, par value $0.0001 per share;

NETC Common Stock” are to the NETC Class A Common Stock, NETC Class F Common Stock and the NETC Class B Common Stock, collectively;

NETC independent directors” are to Colleen Calhoun, Maria Jelescu Dreyfus and Jennifer Gill Roberts;

NETC initial stockholders” are to the holders of shares of NETC Class F Common Stock, which includes the NETC Sponsor and NETC’s independent directors;

NETC IPO” are to NETC’s initial public offering of NETC Units, which closed on November 18, 2021;

NETC management” are to NETC’s officers and directors;

NETC Preferred Stock” are to NETC’s preferred stock, par value $0.0001 per share;

NETC private placement warrants” are to the NETC Warrants issued to Nabors Lux, certain of NETC’s independent directors and certain other parties in a private placement simultaneously with the closing of the NETC IPO;

NETC public shares” are to shares of NETC Class A Common Stock sold as part of the NETC Units in the NETC IPO (whether they were purchased in the NETC IPO or thereafter in the open market), which are subject to possible redemption;

NETC public stockholders” are to the holders of NETC public shares;

NETC public warrants” are to the NETC Warrants sold as part of the NETC Units in the NETC IPO (whether they were purchased in the NETC IPO or thereafter in the open market);

NETC special meeting” are to the special meeting of stockholders of NETC that is the subject of this proxy statement and any adjournments or postponements thereof;
 
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NETC Sponsor” are to Nabors Energy Transition Sponsor LLC, a Delaware limited liability company;

NETC stockholders” are to the NETC initial stockholders and the NETC public stockholders, collectively;

NETC Warrant Agreements” are to the Private Warrant Agreement and Public Warrant Agreement, collectively;

NETC Units” are to the units of NETC sold in the NETC IPO, each of which consists of one share of NETC Class A Common Stock and one-half of one NETC Warrant;

NETC unitholders” are to the holders of NETC Units;

NETC Warrants” are to the NETC private placement warrants and the NETC public warrants, collectively;

NETC warrant holders” are to the holders of NETC Warrants;

NETV” are to Nabors Energy Transition Ventures, LLC, a Delaware limited liability company;

Noteholder Support and Loan Termination Agreement” are to that certain letter agreement, dated as of February 14, 2023, by and between Vast and AgCentral;

NYSE” are to The New York Stock Exchange;

NYSE Listing Rules” are to the exchange listing rules of the NYSE;

October Agreements” are to the Nabors Backstop Agreement, the BCA Amendment, the Support Agreement Amendment and the October Notes Subscription Agreement;

October Notes Subscription Agreement” are to the Notes Subscription Agreement, dated October 19, 2023, by and between Vast and Nabors Lux relating to the purchase of $2.5 million of Senior Convertible Notes;

Outside Date” are to February 14, 2024;

PIPE Financing” are to (i) the private offering of the Vast Ordinary Shares to AgCentral and Nabors Lux for a purchase price of $10.20 per share, for an aggregate purchase price of $30 million, in connection with the Business Combination (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral, as applicable, pursuant to their respective Notes Subscription Agreement) and (ii) the private offering of the PIPE Shares to certain other investors in connection with the Business Combination;

PIPE Funds” are to the proceeds from the PIPE Financing;

PIPE Shares” are to the Vast Ordinary Shares to be issued in the PIPE Financing;

Prior NETC Charter” are to NETC’s amended and restated certificate of incorporation, dated November 16, 2021;

Private Warrant Agreement” are to the Private Warrant Agreement, dated as of November 16, 2021, by and between NETC and Continental Stock Transfer & Trust Company, as warrant agent;

Proposals” are to the Business Combination Proposal, the Vast Constitution Proposal and the Adjournment Proposal;

Public Warrant Agreement” are to the Public Warrant Agreement, dated as of November 16, 2021, by and between NETC and Continental Stock Transfer & Trust Company, as warrant agent;

P50” are to the annual average level of generation, where output is forecasted to be exceeded 50% over a year;

P90” are to the annual average level of generation, where output is forecasted to be exceeded 90% over a year;

Redemption Shares” are to the shares of NETC Class A Common Stock with respect to which a NETC public stockholder has validly exercised its redemption rights in accordance with the NETC Charter;
 
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Registration Statement” are to the registration statement on Form F-4 filed with the SEC by Vast, as it may be amended or supplemented from time to time, of which this proxy statement/prospectus forms a part;

Related Agreements” are to the terms and provisions of certain additional agreements to be entered into pursuant to the Business Combination Agreement as described in the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements”;

Resale Registration Statement” are to the registration statement registering the resale of certain securities held by or issuable to certain existing shareholders of NETC and Vast to be filed by Vast pursuant to the Shareholder and Registration Rights Agreement;

Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

SEC” are to the U.S. Securities and Exchange Commission;

Securities Act” are to the Securities Act of 1933, as amended;

Senior Convertible Notes” are to the senior convertible notes issued in the Convertible Financing;

Shareholder and Registration Rights Agreement” are to the certain shareholder and registration rights agreement to be entered into concurrently with the Closing, the form of which is attached hereto as Annex D;

Sponsor Earnback Shares” are to up to 2,400,000 Vast Ordinary Shares that may be issued to NETC Sponsor upon the achievement of certain share price targets during the Earnout Period;

Support Agreement” are to that certain letter agreement, dated as of February 14, 2023, by and among NETC, NETC Sponsor, Vast, Nabors Lux and NETC’s independent directors, a copy of which is attached hereto as Annex C;

Support Agreement Amendment” are to Amendment No. 1 to Support Agreement, dated October 19, 2023, by and between NETC Sponsor, NETC, Vast, Nabors Lux and the NETC independent directors;

Trading Day” means any day on which the Vast Ordinary Shares are actually traded on the principal securities exchange or securities market on which the Vast Ordinary Shares are then traded;

Triggering Event I” are to the date on which the volume-weighted average closing sale price of one Vast Ordinary Share quoted on the exchange on which Vast Ordinary Shares are then listed is greater than or equal to $12.50 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period within the Earnout Period;

Triggering Event II” means the date on which the volume-weighted average closing sale price of one Vast Ordinary Share quoted on the exchange on which Vast Ordinary Shares are then listed is greater than or equal to $15.00 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period within the Earnout Period;

Triggering Event III” means the date on which the volume-weighted average closing sale price of one Vast Ordinary Share quoted on the exchange on which Vast Ordinary Shares are then listed is greater than or equal to $17.50 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period within the Earnout Period;

Triggering Event IV” means the date on which a notice to proceed is issued (as determined in good faith by the Vast Board) under a contract in respect of the procurement of a 30MW/288MWhr concentrated solar power project at Port Augusta in South Australia;

Triggering Events” means Triggering Event I, Triggering Event II, Triggering Event III and Triggering Event IV, collectively;

Trust Account” are to the trust account that holds the proceeds (including interest not previously released to NETC to pay its taxes) from the NETC IPO and the concurrent private placement of the NETC private placement warrants;

U.S. GAAP” are to generally accepted accounting principles in the United States;
 
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Vast” are to Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd, an Australian proprietary company limited by shares);

Vast Board” are to the board of directors of Vast;

Vast Constitution Proposal” are to approval of, on a non-binding advisory basis, the governance provisions contained in the Constitution that materially affect NETC stockholder rights, presented separately in accordance with SEC guidance;

Vast Directors” are to the directors of Vast;

Vast Ordinary Shares” are to the ordinary shares in the capital of Vast;

Vast Split Adjustment” are to the conversion of Vast Ordinary Shares (whether by way of subdivision or consolidation), to occur immediately following the MEP Share Conversion and the Existing AgCentral Indebtedness Conversion, whereby the aggregate number of Vast Ordinary Shares outstanding immediately following such adjustment will be 20,500,000 Vast Ordinary Shares;

Vast Warrants” are to the warrants to purchase one whole Vast Ordinary Share, including the Vast Private Placement Warrants and the Vast Public Warrants;

Vast Private Placement Warrants” are to the Vast Warrants into which the NETC private placement warrants will automatically convert at the Effective Time;

Vast Public Warrants” are to the Vast Warrants into which the NETC public warrants will automatically convert at the Effective Time;

Vast shareholders” are to the holders of Vast Ordinary Shares;

Vast Subsidiary” are to a subsidiary of Vast; and

VWAP” are to the volume-weighted average price.

Wells Fargo” are to Wells Fargo Securities, LLC.

1414 Degrees” are to 1414 Degrees Limited.
Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus take into account the redemption of 17,749,359 NETC public shares in connection with the First Extension Meeting and assume the following:

no NETC public stockholders elect to have their NETC public shares redeemed in connection with the Business Combination;

at Closing, 14,350,641 Vast Ordinary Shares are issued to the NETC stockholders, including 4,500,000 Vast Ordinary Shares to the NETC initial stockholders of which 1,500,000 Vast Ordinary Shares will be issued to NETC Sponsor as the Accelerated Earnback Shares;

an aggregate of 2,941,176 Vast Ordinary Shares are issued to AgCentral and Nabors Lux in connection with the PIPE Financing and the conversion of the Senior Convertible Notes;

980,392 Vast Ordinary Shares are issued to CAG in connection with the Canberra Subscription Agreement (in the no redemptions scenario and 85% redemptions scenario only);

350,000 Vast Ordinary Shares are issued to Nabors Lux as the Incremental Funding Commitment Fee;

no Vast Ordinary Shares are issued to Nabors Lux pursuant to the Nabors Backstop;

no additional Vast Ordinary Shares are issued to third parties in connection with the PIPE Financing or conversion of the Senior Convertible Notes;

immediately prior to the Effective Time, an aggregate of 20,500,000 Vast Ordinary Shares are issued in connection with the MEP Share Conversion (as defined below) and the Existing AgCentral Indebtedness Conversion, after giving effect to the Vast Split Adjustment;

none of the NETC initial stockholders or Legacy Vast shareholders purchase shares of NETC Class A Common Stock in the open market;
 
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no Earnout Shares are issued;

no Sponsor Earnback Shares are issued;

NETC Sponsor does not convert any working capital loans or extension loans that it has made to NETC into NETC Warrants; and

that there are no other issuances of equity interests of NETC or Vast prior to or in connection with the Closing.
Further, unless otherwise specified, the share counts and other information set forth in this proxy statement/prospectus do not take into account the (i) NETC Warrants currently outstanding or (ii) the Vast Warrants that will be outstanding following Vast’s assumption of the Warrant Agreements in connection with the Business Combination and may be exercised at a later date.
Certain sections in this proxy statement/prospectus refer to a 85% redemption scenario or a 100% redemption scenario. Unless otherwise specified after taking into account shares redeemed by NETC shareholders in connection with the First Extension Meeting, (i) the 85% redemption scenario assumes for illustrative purposes that 8,373,045 shares of NETC Class A Common Stock are redeemed in connection with the Closing, resulting in an aggregate payment of approximately $90,631,987 as of June 30, 2023 from the Trust Account to the NETC public stockholders and (ii) the 100% redemption scenario assumes for illustrative purposes that 9,850,641 shares of NETC Class A Common Stock are redeemed in connection with the Closing, resulting in an aggregate payment of approximately $106,625,867 as of June 30, 2023 from the Trust Account to the NETC public stockholders. For more information, see the section entitled “Unaudited Pro Forma Combined Financial Information.”
Certain sections in this proxy statement/prospectus reference Senior Convertible Note Subscriptions or equity subscriptions of Vast Ordinary Shares by third party investors in connection with the Interim Company Financing and PIPE Financing. Such capital is not presently committed and is not accounted for in the redemption scenarios included herein unless otherwise stated.
The Business Combination Agreement provides that it is a condition to Vast’s, NETC’s and Merger Sub’s respective obligations to close that, if a FIRB filing is required in connection with the Business Combination and its associated transactions, the FIRB filing must be made, and FIRB approval must be received (or FIRB must be precluded from objecting) prior to the Closing. In the 100% Redemption Scenario and with the full Nabors Backstop being funded, Nabors, together with its affiliates, would receive greater than 20% of the Vast Ordinary Shares. FIRB approval is required for Nabors to acquire more than 19.9% of the Vast Ordinary Shares. However, FIRB approval will not be required to consummate the Business Combination, so long as Nabors does not acquire more than 19.9% of the Vast Ordinary Shares.
Therefore, the Nabors Backstop Agreement provides that Nabors or the relevant party will be issued the maximum number of securities in respect of which prior FIRB approval is not required and will pay the purchase price or any other consideration payable for those securities, and the parties will on a timely basis take all necessary and appropriate steps to obtain FIRB approval to enable the balance of the securities (“Remaining Shares”) to be issued and the relevant purchase price or any other consideration payable with respect to the Remaining Shares (“Remaining Subscription Amount”) shall be retained by Nabors or the relevant party until the date that the Remaining Shares are issued to Nabors or the relevant party. Under the 100% Redemption Scenario, without FIRB approval (or FIRB becoming precluded from objecting), the Nabors Backstop would not be funded at all. Accordingly, if there are 100% redemptions, the Business Combination will not be consummated unless that FIRB filing has been made, and FIRB approval has been received (or FIRB has become precluded from objecting), unless the parties mutually elect to formally waive that condition in writing.
 
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SUMMARY TERM SHEET
This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination and the NETC Special Meeting” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters summarized below.

NETC is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information about NETC, see the section entitled “Business of NETC and Certain Information About NETC.”

There are currently 9,850,641 shares of NETC Class A Common Stock, 6,900,000 shares of NETC Class F Common Stock and no shares of NETC Class B Common Stock issued and outstanding. In addition, there are currently 27,530,000 NETC Warrants outstanding, consisting of 13,800,000 NETC public warrants and 13,730,000 NETC private placement warrants. Each whole warrant entitles the holder to purchase one whole share of NETC Class A Common Stock for $11.50 per share, subject to adjustments. The NETC Warrants will become exercisable 30 days after the Closing and will expire five years after the Closing or earlier upon redemption or liquidation. At the Closing, each NETC Warrant will automatically convert into one Vast Warrant. Once the Vast Warrants become exercisable, Vast may redeem Vast Warrants in certain circumstances. See the section entitled “Description of Vast Securities — Vast Warrants.”

Vast is an Australian developer of concentrating solar thermal technology. For more information regarding Vast, see the section entitled “Business of Vast and Certain Information About Vast.”

NETC, Merger Sub, Vast, Nabors and NETC Sponsor entered into the Business Combination Agreement on February 14, 2023. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions contained therein Merger Sub will merge with and into NETC, with NETC continuing as the surviving corporation and a wholly owned direct subsidiary of Vast (the “Surviving Corporation”).

Immediately prior to the Effective Time, (i) all MEP Shares outstanding immediately prior to the Effective Time will be settled by way of a conversion and subdivision of those MEP Shares into Vast Ordinary Shares in accordance with the MEP Deed and the MEP De-SPAC Side Deed (the “MEP Share Conversion”), and after the MEP Share Conversion, all of the MEP Shares will no longer be outstanding and will cease to exist, and each holder of MEP Shares will thereafter cease to have any rights with respect to such MEP Shares; (ii) (A) all of the Existing Vast Convertible Notes held by AgCentral and (B) all principal outstanding and accrued interest under each AgCentral Loan Agreement will be converted into Vast Ordinary Shares (collectively, the “Existing AgCentral Indebtedness Conversion”), in each case, pursuant to the terms of the Noteholder Support and Loan Termination Agreement; and (iii) the Vast Split Adjustment will be effected, to occur immediately following the MEP Share Conversion and the Existing AgCentral Indebtedness Conversion, whereby the aggregate number of Vast Ordinary Shares outstanding immediately following the Vast Split Adjustment and immediately prior to the Effective Time will be 20,500,000 Vast Ordinary Shares (subject to certain adjustments as contemplated by the Business Combination Agreement).

At the Effective Time, (i) each share of NETC Class A Common Stock (other than the Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, (ii) each share of NETC Class F Common Stock and NETC Class B Common Stock issued and outstanding and held by NETC Sponsor or its transferees (based on a transfer following the date of the Business Combination Agreement) immediately prior to the Effective Time will be collectively exchanged for 2,825,000 validly issued and fully paid Vast Ordinary Shares, (iii) each share of NETC Class B Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, and (iv) each share of NETC Class F Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the
 
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Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, in each case, after giving effect to the Vast Split Adjustment (collectively, the “Per Share Merger Consideration”) and thereafter, each share of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock shall automatically be cancelled and shall cease to exist and each holder of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock shall cease to have any rights with respect thereto except the right to receive the Per Share Merger Consideration (other than pursuant to and in accordance with the Support Agreement).

At the Effective Time, Vast will assume the NETC Warrant Agreements and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each NETC Warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a Vast Warrant. Each Vast Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding NETC Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

Concurrently with the signing of the Business Combination Agreement, the following agreements were entered into:

Support Agreement.   NETC Sponsor, Vast, Nabors Lux and NETC’s independent directors (such independent directors, together with NETC Sponsor and Nabors Lux, the “Insiders”) entered into the Support Agreement, pursuant to which, among other things, the Insiders agreed to (i) certain restrictions on the transfer of their Founder Shares and NETC private placement warrants, (ii) vote all Founder Shares held by them in favor of the adoption and approval of the Business Combination Agreement, (iii) waive any anti-dilution rights with respect to their Founder Shares and (iv) enter into the Shareholder and Registration Rights Agreement, and NETC Sponsor will have the right to be issued up to 2,400,000 Sponsor Earnback Shares during the Earnout Period upon satisfaction of certain price targets. For more information about the Support Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.

Notes Subscription Agreements.   Nabors Lux and AgCentral each entered into a subscription agreement with Vast (the “Notes Subscription Agreements”), pursuant to which, among other things, Nabors Lux and AgCentral have each agreed to subscribe for and purchase the Notes Subscription Amount in accordance with their respective Notes Subscription Agreement. Nabors Lux funded $2.5 million under its Notes Subscription Agreement on February 15, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on June 27, 2023. AgCentral funded $2.5 million under its Notes Subscription Agreement on April 13, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on August 15, 2023. Any amount of Convertible Financing provided by Nabors Lux or AgCentral will be exchanged for an equivalent number of Vast Ordinary Shares immediately prior to the Effective Time and be deemed to reduce the PIPE Financing subscription amounts of Nabors Lux and AgCentral pursuant to the Equity Subscription Agreements.

Equity Subscription Agreements.   Nabors Lux and AgCentral each entered into a subscription agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral agreed, subject to the Closing occurring, to subscribe for and purchase, and Vast agreed to issue and sell to each of Nabors Lux and AgCentral up to $15 million (or an aggregate of $30 million) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral, as applicable, pursuant to their respective Notes Subscription Agreement) of Vast Ordinary Shares for $10.20 per share in a private placement. For more information about the Equity Subscription Agreement and the PIPE Financing, see the section entitled “The Business Combination Agreement and Related Agreements —  Related Agreements — Subscription Agreements.”

Noteholder Support and Loan Termination Agreement.   Vast and AgCentral entered into the Noteholder Support and Loan Termination Agreement pursuant to which, among other things, Vast agreed to, immediately prior to the occurrence of the Vast Split Adjustment (the “Conversion Time”), (i) repay all accrued interest under the relevant funding agreements, as novated, pursuant to which Vast issued the Existing Vast Convertible Notes, (ii) redeem all Existing Vast Convertible Notes, whereupon Vast will issue to AgCentral one Vast Ordinary Share for each Existing Vast
 
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Convertible Note so redeemed or such other amount of Vast Ordinary Shares as agreed between AgCentral and Vast prior to the Conversion Time and (iii) through the issuance of Vast Ordinary Shares to AgCentral, repay all principal outstanding and all accrued interest under each AgCentral Loan Agreement. In addition, AgCentral agreed, among other things, (i) to, on and from the Conversion Time, discharge and release all financier security granted by Vast to AgCentral in respect of the Existing Vast Convertible Notes and the AgCentral Loan Agreements, and (ii) not to assign, novate, dispose or transfer, prior to the earlier of the closing of the Merger and the termination or expiration of the Business Combination Agreement in accordance with its terms, AgCentral’s rights under any AgCentral Loan Agreement, its Vast Ordinary Shares or the Existing Vast Convertible Notes, subject to certain exceptions set forth in the Noteholder Support and Loan Termination Agreement.

MEP Deed and MEP De-SPAC Side Deed.   Vast, AgCentral, AgCentral Pty Ltd and holders of MEP Shares (the “MEP Participants”) entered into the MEP Deed and MEP De-SPAC Side Deed, pursuant to which, among other things, the MEP Participants agreed to a lock-up of the Vast Ordinary Shares held by them following the MEP Share Conversion and any allocation of Vast Ordinary Shares under the MEP Deed and MEP De-SPAC Side Deed. Following the Closing, the MEP Participants agreed not to, subject to certain exceptions, transfer or otherwise dispose of, or transfer, in whole or in part, any of the economic consequences of, the Vast Ordinary Shares, (i) 100% of their Vast Ordinary Shares for a period of two years following the Closing, (ii) 66.7% of their Vast Ordinary Shares for a period of three years following the Closing and (iii) 33.3% of their Vast Ordinary Shares for a period of four years following the Closing, provided that, on the date that is six months following the Closing, each MEP Participant may, with 10 business days’ prior written notice to Vast, elect to dispose of $350,000 worth of such MEP Participant’s Vast Ordinary Shares, subject to a limit of $2,000,000, in the aggregate, of dispositions by all MEP Participants thereunder. Additionally, the MEP Participants granted to AgCentral a proxy to vote their Vast Ordinary Shares that are subject to the lock-up at AgCentral’s direction.

Services Agreement.   Vast and Nabors Corporate Services, Inc., an affiliate of NETC Sponsor (“Nabors Corporate”), entered into a services and cost reimbursement agreement (the “Services Agreement”) pursuant to which, among other things, Nabors Corporate will provide certain services related to operations, engineering, design planning and other operational or technical matters to Vast. For more information about the Services Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”

Development Agreement.   Vast and NETV entered into a joint development and license agreement (the “Development Agreement”), pursuant to which, among other things, NETV and Vast agreed to work together on a project-by-project basis to develop products and/or equipment related to solar power generation following the Closing. For more information about the Development Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”

On September 18, 2023, Vast entered into a subscription agreement with CAG, the owner and operator of Canberra Airport, to purchase a minimum of $5 million, and up to $10 million, of Vast Ordinary Shares at a purchase price of $10.20 per share in a private placement. The Canberra Subscription is conditional on, and will close concurrently with, the Closing. Of the $10 million Canberra Subscription, $5 million will serve as a backstop for subsequent capital raised by Vast prior to Closing via additional Notes Subscriptions or Equity Subscriptions. Accordingly, the amount invested by CAG pursuant to the Canberra Subscription will be reduced below $10 million, but not below $5 million, by one dollar for every three dollars raised by Vast prior to Closing via the issuance of additional shares or debt instruments. Therefore, the CAG Backstop may not ultimately be funded in full or at all. Vast must pay CAG an amount equal to (i) the greater of (a) $50,000 per month from the date of the subscription agreement until the closing the Canberra Subscription; and (b) $100,000 plus (ii) 5% of the amount drawn from the CAG Backstop within twenty business days of the closing of the Canberra Subscription.

On October 19, 2023:

Nabors Lux entered into the October Notes Subscription Agreement with Vast pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of
 
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Senior Convertible Notes. Nabors Lux’s commitment under the Equity Subscription Agreement will be reduced, dollar-for-dollar, by the Incremental Funding.

On October 19, 2023, Vast entered into the Nabors Backstop Agreement pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share. The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by NETC public stockholders in connection with the Business Combination proposal and subsequent capital raised by Vast prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop will be reduced below $15 million, dollar-for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all.

In connection with entering into the October Notes Subscription Agreement and the Nabors Backstop Agreement, NETC, NETC Sponsor, Vast and Merger Sub entered into the Amendment and Waiver to the Business Combination Agreement, pursuant to which, among other things, (i) Vast agreed to issue 350,000 Vast Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement, (ii) Vast agreed to issue 1,500,000 Vast Ordinary Shares to NETC Sponsor in the Merger as acceleration of a portion of the Sponsor Earnback Shares, pursuant to the Nabors Backstop Agreement, (iii) Vast and Merger Sub agreed to waive in their entirety (a) the conditions precedent to their respective obligations to consummate the Business Combination set forth in Section 8.3 of the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing, and (b) their rights to terminate the Business Combination Agreement pursuant to Section 9.1(g) thereof for a breach of any representation, warranty, covenant or agreement on the part of NETC, and (iv) the parties agreed to amend and restate in its entirety the form of Shareholder and Registration Rights Agreement to be entered into at Closing, the amended and restated form of which is attached hereto as Annex D. NETC, NETC Sponsor and Vast also entered into an amendment to the Support Agreement to reduce by 500,000 Vast Ordinary Shares each tranche of the Sponsor Earnback Shares, for an aggregate reduction of 1,500,000 Vast Ordinary Shares.

In connection with the Closing, the following agreements (among others) will be entered into:

Shareholder and Registration Rights Agreement.   Vast, NETC and the other parties thereto will enter into the Shareholder and Registration Rights Agreement, pursuant to which Vast will agree that, within 60 days of the Closing, Vast will file with the SEC (at Vast’s sole cost and expense) the Resale Registration Statement, and Vast will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the holders of certain securities held by or issuable to certain existing shareholders of Vast and NETC can demand Vast’s assistance with underwritten offerings and exercise demand or piggyback rights with respect to such offerings. Additionally, the holder parties thereto will be subject to a lock-up for a period of six months after the Closing, pursuant to which each holder will be prohibited, subject to certain exceptions, from selling, contracting to sell, pledging, granting any option to purchase, making any short sale or otherwise disposing of the equity securities held by such holder, whether held at the Closing or acquired thereafter. The Shareholder and Registration Rights Agreement will also grant (i) to Nabors a consent right over all debt or equity capital raised by Vast (excluding certain issuances of securities pursuant to (i) compensatory stock or option plans, (ii) contracts existing as of the date of the Nabors Backstop Agreement, (iii) securities issued pursuant to convertible securities issued or issuable pursuant to agreements existing as of the date of the Nabors Backstop Agreement and (iv) a bona fide merger or acquisition with an unrelated third party that is, itself, directly or indirectly, an operating company or an owner of an asset in a business synergistic with the business of Vast) post-Closing until the earlier to occur of (the “Additional Rights Expiration Date”) (A) the third anniversary of the Closing and (B) the date on which Vast’s equity market capitalization equals or exceeds $1 billion and (ii) to NETC Sponsor (A) until the Additional Rights Expiration Date, the right to designate two directors to the Vast Board and (B) after the Additional Rights Expiration Date, the right to nominate for election one director to
 
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the Vast Board for so long as Nabors and its affiliates collectively beneficially own 50% of the number of Vast Ordinary Shares that NETC Sponsor and its affiliates collectively beneficially owned immediately following the Closing. In addition, the Shareholder and Registration Rights Agreement will also provide to Nabors certain rights if, prior to (A) the date that is six months following the Closing, any investor, or (B) the date that is nine months following the Closing, certain investors, invests in equity or debt interests of Vast on terms that are more favorable to such investor from a financial perspective than the terms applicable to Nabors Lux under the Nabors Backstop Agreement, as determined by Nabors Parent in its reasonable discretion (any such investment within the specified time periods, a “Superior Capital Raise”). To the extent the investor in a Superior Capital Raise has subscribed for Vast Ordinary Shares at a price less than the price paid by Nabors Lux under the Nabors Backstop Agreement (the “Lower Capital Price”), then Vast will issue additional Vast Ordinary Shares to Nabors (or its affiliates) so that the aggregate number of Vast Ordinary Shares received by Nabors and its affiliates for their investment under the Nabors Backstop Nabors is equal to the number of Vast Ordinary Shares they would have received had the price for all such shares been the Lower Capital Price, as further described and subject to the conditions set forth in the Shareholder and Registration Rights Agreement. To the extent the investor in a Superior Capital Raise has subscribed for any security other than Vast Ordinary Shares, Nabors will, to the extent there would not be significant impediments to the timely consummation of such an exchange, have the right to exchange the equity interests (and the debt interests received in exchange for equity interests in a prior exchange under this provision) still held by Nabors (and its affiliates) that were purchased pursuant to the Nabors Backstop Agreement (excluding any shares that were issued as the Accelerated Earnback Shares) for debt or equity interests on the terms issued in the Superior Capital Raise, so that Nabors (or its affiliates) hold the debt or equity interests they would have held had the investment under the Nabors Backstop Agreement been conducted on the terms of the Superior Capital Raise, as further described and subject to the conditions set forth in the Shareholder and Registration Rights Agreement. The Shareholder and Registration Rights Agreement will also grant to AgCentral the right to nominate one director to the Vast Board for so long as AgCentral and its affiliates collectively beneficially own at least the number of Vast Ordinary Shares that would entitle NETC Sponsor the right to nominate for election directors under the Shareholder and Registration Rights Agreement. For more information about the Shareholder and Registration Rights Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”

Vast Constitution.   Pursuant to the terms of the Business Combination Agreement, Vast will amend and restate its existing constitution to be in the form of the Constitution described herein. The full text of the Constitution is attached to this proxy statement/prospectus as Annex B. See the section entitled “Proposal No. 2 — The Vast Constitution Proposal” for additional information.

The Closing is subject to certain customary conditions, including, among other things, that (i) the requisite NETC stockholder approval be obtained, (ii) this Registration Statement be declared effective under the Securities Act and (iii) the Vast Ordinary Shares be approved for listing on a national securities exchange mutually agreed to by the parties in writing. Pursuant to the BCA Amendment, Vast and Merger Sub agreed to waive in their entirety certain conditions precedent to their respective obligations to consummate the Business Combination under the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination — Conditions to Closing of the Business Combination.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

The Business Combination Agreement may be terminated, and the Business Combination may be abandoned at any time prior to the Closing, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Business Combination by NETC stockholders, in specified circumstances, with such termination rights held by Vast and Merger Sub further limited by the BCA Amendment. For more information about the termination rights under the Business Combination Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Termination.”
 
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The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

Under the NETC Charter, holders of NETC public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the NETC Charter. For illustrative purposes, as of November 1, 2023, the record date, this would have amounted to approximately $10.93 per share. If a NETC public stockholder exercises its redemption rights, then such holder will be exchanging its NETC public shares for cash and will no longer own NETC public shares and will not receive Vast Ordinary Shares or participate in Vast’s potential future growth, if any. Such a holder will be entitled to receive cash for its NETC public shares only if it properly demands redemption and delivers its NETC public shares (either physically or electronically) to NETC’s transfer agent in accordance with the procedures described herein. For more information regarding these procedures, see the section entitled “NETC Special Meeting — Redemption Rights.”

On May 11, 2023, NETC held a special meeting of stockholders (the “First Extension Meeting”) to approve an amendment to the Prior NETC Charter to allow the NETC Board, without another stockholder vote, to elect to extend the date by which NETC has to consummate an Initial Business Combination up to seven times for an additional one month each time (but in no event to a date later than 25 months from the closing of the NETC IPO), provided that NETC Sponsor (or its affiliates or designees) deposits into the Trust Account, for each month extension, $295,519.23 (or $0.03 per NETC public share that is not redeemed in connection with the First Extension Meeting) in exchange for a non-interest bearing, unsecured promissory note. Stockholders holding 17,749,359 NETC public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account in connection with the First Extension Meeting. On May 17, 2023, as permitted under the NETC Charter, the NETC Board elected to extend the date by which NETC has to consummate an Initial Business Combination from May 18, 2023 to August 18, 2023 and Nabors Lux and Greens Road Energy LLC deposited a total of $886,557.69 into the Trust Account. On each of August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023 Nabors Lux deposited an additional $295,519.23 into the Trust Account, and as a result, the Deadline Date is currently extended to December 18, 2023. The balance in the Trust Account as of November 16, 2023, which includes the receipt of extension fees on February 15, 2023, May 17, 2023, August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023, as well as the redemptions in connection with the First Extension Meeting, was $108,177,610.45, or $10.98 per share.

On November 6, 2023, NETC filed a preliminary proxy statement relating to a special meeting of stockholders (the “Second Extension Meeting”) to approve an amendment to NETC’s amended and restated certificate of incorporation to allow NETC’s board of directors, without another stockholder vote, to elect to extend the date by which NETC has to consummate an initial business combination up to three times for an additional one month each time (but in no event to a date later than 28 months from the closing of the NETC IPO), provided that NETC Sponsor (or its affiliates or designees) deposits into the Trust Account, for each month extension, $200,000 in exchange for a non-interest bearing, unsecured promissory note. Holders of NETC public shares on the record date for the Second Extension Meeting may elect to redeem all or a portion of their NETC public shares in exchange for their pro rata portion of the funds held in the Trust Account as of two business days prior to the Second Extension Meeting if the proposed amendment to the amended and restated certificate of incorporation is implemented, regardless of whether or how such public stockholders vote at the Second Extension Meeting.

Following the Closing, within five (5) business days after the occurrence of a Triggering Event, Vast shall issue or cause to be issued to the Eligible Vast Shareholders (in accordance with their respective pro rata share), the following Earnout Shares (which shall be equitably adjusted for any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to Vast Ordinary Shares occurring on or after the Closing), upon the terms and subject to the conditions set forth in the Business Combination Agreement and other transaction documents:

upon the occurrence of Triggering Event I, a one-time issuance of 433,333 Earnout Shares;

upon the occurrence of Triggering Event II, a one-time issuance of 433,333 Earnout Shares;

upon the occurrence of Triggering Event III, a one-time issuance of 433,333 Earnout Shares; and
 
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upon the occurrence of Triggering Event IV, a one-time issuance of 1,500,000 Earnout Shares.
For more information about the Earnout Shares, see the section entitled “The Business Combination Agreement and Related Agreements — Covenants of the Parties — Earn Out.”

Subject to the assumptions listed below, it is anticipated that, upon the Closing, the ownership of Vast will be as follows:

NETC initial stockholders will hold 4,500,000 Vast Ordinary Shares (including 1,500,000 shares issued as the Accelerated Earnback Shares), which will constitute approximately 11.5% of the issued and outstanding Vast Ordinary Shares;

NETC public stockholders will hold 9,850,641 Vast Ordinary Shares, which will constitute approximately 25.2% of the issued and outstanding Vast Ordinary Shares;

the Legacy Vast shareholders will hold 20,500,000 Vast Ordinary Shares, which will constitute approximately 52.4% of the issued and outstanding Vast Ordinary Shares; and

Nabors Lux will hold 1,820,588 Vast Ordinary Shares (consisting of 1,470,588 shares acquired in connection with the PIPE Financing and the conversion of the Senior Convertible Notes and 350,000 shares issued as the Incremental Funding Commitment Fee), AgCentral will hold 1,470,588 Vast Ordinary Shares acquired in connection with the PIPE Financing and the conversion of the Senior Convertible Notes, and CAG will hold 980,392 Vast Ordinary Shares acquired in connection with the Canberra Subscription, which will collectively represent 10.9% of the issued and outstanding Vast Ordinary Shares.
See the section entitled “The Business Combination — Total Vast Ordinary Shares to Be Issued in the Business Combination” for more information.
The number of shares and the interests set forth above (a) assume (i) that no NETC public stockholders elect to have their NETC public shares redeemed in connection with the Business Combination and (ii) that there are no other issuances of equity interests of Vast or NETC, (b) do not take into account NETC Warrants that will be converted into Vast Warrants in connection with the Closing and may be exercised at a later date, (c) assume an aggregate of 4,500,000 Vast Ordinary Shares will be issued to the NETC initial stockholders and (d) assume that none of the Sponsor Earnback Shares and Earnout Shares are issued.
The following table illustrates the varying ownership levels of Vast after the Business Combination under three scenarios: one with no redemptions by NETC public stockholders, one with 85% redemptions by NETC public stockholders and one with 100% redemptions by NETC public stockholders, after taking the redemptions on May 11, 2023 in connection with the First Extension Meeting into consideration:
Scenario 1
No Redemptions
Scenario 2
85% Redemptions
Scenario 3
100% Redemptions(7)
Weighted average shares outstanding – basic and diluted
Ownership
in Shares
%
Ownership
in Shares
%
Ownership
in Shares
%
Legacy Vast shareholders(1)
20,500,000 52.4% 20,500,000 66.7% 20,500,000 67.8%
Current NETC public stockholders(2)
9,850,641 25.2% 1,477,596 4.8% 0.0%
NETC initial stockholders(3)
4,500,000 11.5% 4,500,000 14.6% 4,500,000 14.9%
Shares issued to Nabors Lux and AgCentral in connection with financing transactions(4)
3,291,176 8.4% 3,291,176 10.7% 3,291,176 10.9%
Shares issued to CAG in connection with financing transactions(5)
980,392 2.5% 980,392 3.2% 490,196 1.6%
Nabors Backstop(6)
0.0% 0.0% 1,470,588 4.9%
Total
39,122,209 30,749,164 30,251,960
(1)
Assumes that no Earnout Shares are issued to the Legacy Vast shareholders.
(2)
Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock
 
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(other than Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio.
(3)
Assumes no Sponsor Earnback Shares are issued. Includes 1,500,000 Vast Ordinary Shares issued to NETC Sponsor as Accelerated Earnback Shares.
(4)
Includes shares issued in connection with the Equity Subscription Agreements and the Notes Subscription Agreements. Also includes 350,000 Vast Ordinary Shares issued as Incremental Funding Commitment Fee.
(5)
Shares issued pursuant to the Canberra Subscription. The Canberra Subscription will be reduced by one dollar for every three dollars raised by Vast prior to Closing, including in Scenario 3, an aggregate $5 million for amounts funded under the Nabors Backstop.
(6)
In Scenario 3 only, Nabors Lux’s backstop commitment. Nabors Lux’s backstop commitment will be reduced dollar-for-dollar by additional investments in Vast’s debt or equity securities issued by third parties as well as by the cash available to NETC from the Trust Account (after giving effect to (x) the redemption of any NETC public shares by NETC stockholders in connection with the Proposals and (y) any taxes imposed in connection with the redemption of any NETC public shares by NETC stockholders in connection with the Proposals).
(7)
The Business Combination Agreement provides that it is a condition to Vast’s, NETC’s and Merger Sub’s respective obligations to close that, if a FIRB filing is required in connection with the Business Combination and its associated transactions, the FIRB filing must be made, and FIRB approval must be received (or FIRB must be precluded from objecting) prior to the Closing. In the 100% Redemption Scenario and with the full Nabors Backstop being funded, Nabors, together with its affiliates, would receive greater than 20% of the Vast Ordinary Shares. FIRB approval is required for Nabors to acquire more than 19.9% of the Vast Ordinary Shares. However, FIRB approval will not be required to consummate the Business Combination, so long as Nabors does not acquire more than 19.9% of the Vast Ordinary Shares. Therefore, the Nabors Backstop Agreement provides that Nabors or the relevant party will be issued the maximum number of securities in respect of which prior FIRB approval is not required and will pay the purchase price or any other consideration payable for those securities, and the parties will on a timely basis take all necessary and appropriate steps to obtain FIRB approval to enable the balance of the securities (“Remaining Shares”) to be issued and the relevant purchase price or any other consideration payable with respect to the Remaining Shares (“Remaining Subscription Amount”) shall be retained by Nabors or the relevant party until the date that the Remaining Shares are issued to Nabors or the relevant party. Under the 100% Redemption Scenario, without FIRB approval (or FIRB becoming precluded from objecting), the Nabors Backstop would not be funded at all. Accordingly, if there are 100% redemptions, the Business Combination will not be consummated unless that FIRB filing has been made, and FIRB approval has been received (or FIRB has become precluded from objecting), unless the parties mutually elect to formally waive that condition in writing.
See “Unaudited Pro Forma Combined Financial Information” for pro forma book value under each redemption scenario.
Please see the sections entitled “Summary — Ownership of Vast After Closing,”Unaudited Pro Forma Combined Financial Information” and “The Business Combination — Total Vast Ordinary Shares to Be Issued in the Business Combination” for more information.
The ownership percentages set forth above do not take into account NETC Warrants which will be converted into Vast Warrants in connection with the Closing and may be exercised at a later date, or the Earnout Shares or Sponsor Earnback Shares. If the facts are different than these assumptions, the percentage ownership held by the Legacy Vast shareholders and NETC stockholders in Vast following the Business Combination will be different. Please see the sections entitled “Summary — Ownership of Vast After Closing
and “Unaudited Pro Forma Combined Financial Information” for more information.

The NETC Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the NETC Board’s decision-making process, see the section entitled “The Business Combination — NETC Board’s Consideration of and
Reasons for Approving the Business Combination.”

In addition to voting on the Business Combination Proposal at the NETC special meeting, the NETC
stockholders will also be asked to consider and vote on the approval of:
 
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on a non-binding advisory basis, the Vast Constitution Proposal; and

the Adjournment Proposal.
For more information, see the sections entitled “Proposal No. 2 — The Vast Constitution Proposal,” and “Proposal No. 3 — The Adjournment Proposal.”
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE NETC SPECIAL MEETING
The following questions and answers briefly address some commonly asked questions about selected information from this proxy statement/prospectus, including the Proposals to be presented at the NETC special meeting and the proposed Business Combination. The following questions and answers do not include all the information that is important to NETC stockholders. NETC urges the NETC stockholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.
Q:
Why am I receiving this proxy statement/prospectus?
A:
NETC stockholders are being asked to consider and vote upon the Proposals, including the Business Combination Agreement, pursuant to which the Merger will take place.
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the NETC special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.
Q:
What is being voted on at the NETC special meeting?
A:
NETC stockholders will vote on the following Proposals at the NETC special meeting.
1.
The Business Combination Proposal — To adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination.
2.
The Vast Constitution Proposal — On a non-binding advisory basis, to approve the governance provisions contained in the Constitution that materially affect NETC stockholder rights, presented separately in accordance with SEC guidance.
3.
The Adjournment Proposal — To approve the adjournment of the NETC special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal.
Q:
Are the Proposals conditioned on one another?
A:
NETC may not consummate the Business Combination unless the Business Combination Proposal is approved at the NETC special meeting. The Vast Constitution Proposal is non-binding and is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.
Q:
What is Vast?
A:
Vast is a renewable energy company that has developed concentrated solar power (CSP) systems to generate, store and dispatch carbon free, utility-scale electricity and industrial heat, and to enable the production of green fuels. Vast’s unique approach to CSP utilizes a proprietary, modular sodium loop to efficiently capture and convert solar heat into these end products.
See the section entitled “Business of Vast and Certain Information About Vast” for more information.
Q:
What revenues and profits/losses has Vast generated in the last two years?
A:
Vast had revenue of $0.9 million and $1.9 million for the years ended June 30, 2023 and 2022, respectively. Vast had net loss of $15.2 million and $6.2 million for the years ended June 30, 2023 and 2022.
 
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See the sections entitled “Vast Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Comparison of the years ended June 30, 2023 and 2022” and “Risk Factors — Risks Related to Vast’s Business” for more information.
Q:
What will happen in the Business Combination?
A:
Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions contained therein Merger Sub will merge with and into NETC, with NETC continuing as the Surviving Corporation and a wholly owned direct subsidiary of Vast.
Immediately prior to the Effective Time, (i) all MEP Shares outstanding immediately prior to the Effective Time will be settled by way of a conversion and subdivision of those MEP Shares into Vast Ordinary Shares in accordance with the MEP Deed and the MEP De-SPAC Side Deed, and after the MEP Share Conversion, all of the MEP Shares will no longer be outstanding and will cease to exist, and each holder of MEP Shares will thereafter cease to have any rights with respect to such MEP Shares; (ii) (A) all of the Existing Vast Convertible Notes held by AgCentral and (B) all principal outstanding and accrued interest under each AgCentral Loan Agreement will be converted into Vast Ordinary Shares, in each case, pursuant to the terms of the Noteholder Support and Loan Termination Agreement; and (iii) the Vast Split Adjustment will be effected, to occur immediately following the MEP Share Conversion and the Existing AgCentral Indebtedness Conversion, whereby the aggregate number of Vast Ordinary Shares outstanding immediately following the Vast Split Adjustment and immediately prior to the Effective Time will be 20,500,000 Vast Ordinary Shares (subject to certain adjustments as contemplated by the Business Combination Agreement).
At the Effective Time, (i) each share of NETC Class A Common Stock (other than the Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, (ii) the shares of NETC Class F Common Stock and the shares of NETC Class B Common Stock issued and outstanding and held by NETC Sponsor or its transferees (based on a transfer following the date of the Business Combination Agreement) immediately prior to the Effective Time will be collectively exchanged for 2,825,000 validly issued and fully paid Vast Ordinary Shares, (iii) each share of NETC Class B Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, and (iv) each share of NETC Class F Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, in each case, after giving effect to the Vast Split Adjustment and thereafter, each share of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock shall automatically be cancelled and shall cease to exist and each holder of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock shall cease to have any rights with respect thereto except the right to receive the Per Share Merger Consideration (other than pursuant to and in accordance with the Support Agreement).
For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”
Q:
How were the transaction structure and consideration for the Business Combination determined?
A:
Following the closing of the NETC IPO, NETC representatives commenced a robust search for businesses or assets to acquire for the purpose of consummating an Initial Business Combination. Please see the section entitled “The Business Combination — Background of the Business Combination” for additional information.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
There are several closing conditions in the Business Combination Agreement (and as modified by the BCA Amendment), including the approval by NETC stockholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination — Conditions to Closing of the Business Combination.”
 
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Q:
How will Vast be managed and governed following the Business Combination?
A:
Upon consummation of the Business Combination, Vast will be governed by the Constitution, which will be substantially in the form set forth in Annex B to this proxy statement/prospectus. The Vast Board will be responsible for guiding Vast’s mission and purpose and overseeing management. Vast’s management team will be derived largely from existing Vast employees and members of management, who will be responsible for the execution of Vast’s strategy after the Business Combination.
Please see the section entitled “Management of Vast After the Business Combination” for more information.
Q:
Will Vast obtain new financing in connection with the Business Combination?
A:
Yes. Concurrently with the signing of the Business Combination Agreement, Nabors Lux and AgCentral each entered into a Notes Subscription Agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Convertible Notes from Vast in a private placement to be funded in accordance with such Notes Subscription Agreement. Nabors Lux funded $2.5 million under its Notes Subscription Agreement on February 15, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on June 27, 2023. AgCentral funded $2.5 million under its Notes Subscription Agreement on April 13, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on August 15, 2023.
Also concurrently with the signing of the Business Combination Agreement, Nabors Lux and AgCentral entered into the Equity Subscription Agreements with Vast, pursuant to which, among other things, Nabors Lux and AgCentral agreed, subject to the Closing occurring and third party investors having purchased Vast Ordinary Shares and/or Senior Convertible Notes for aggregate gross proceeds to Vast of at least $10.0 million, to subscribe for and purchase, and Vast agreed to issue and sell to each of Nabors Lux and AgCentral, up to $15.0 million (or an aggregate of $30.0 million) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral, as applicable, pursuant to their respective Notes Subscription Agreement) of Vast Ordinary Shares for $10.20 per share in a private placement.
Any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be converted into Vast Ordinary Shares immediately prior to the Effective Time and be deemed to reduce the PIPE Financing subscription amounts of Nabors Lux and AgCentral.
On September 18, 2023, Vast entered into a subscription agreement with CAG, the owner and operator of Canberra Airport, to purchase a minimum of $5 million, and up to $10 million, of Vast Ordinary Shares at a purchase price of $10.20 per share in a private placement. The Canberra Subscription is conditional on, and will close concurrently with, the Closing. Of the $10 million Canberra Subscription, $5 million will serve as a backstop for subsequent capital raised by Vast prior to Closing via additional Notes Subscriptions or Equity Subscriptions. Accordingly, the amount invested by CAG pursuant to the Canberra Subscription will be reduced below $10 million, but not below $5 million, by one dollar for every three dollars raised by Vast prior to Closing via the issuance of additional shares or debt instruments. Therefore, the CAG Backstop may not ultimately be funded in full or at all. Vast must pay CAG an amount equal to (i) the greater of (a) $50,000 per month from the date of the subscription agreement until the closing the Canberra Subscription; and (b) $100,000 plus (ii) 5% of the amount drawn from the CAG Backstop within twenty business days of the closing of the Canberra Subscription.
On October 19, 2023, Nabors Lux entered into the October Notes Subscription Agreement with Vast pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of Senior Convertible Notes. Nabors Lux’s commitment under the Equity Subscription Agreement will be reduced, dollar-for-dollar, by the Incremental Funding. On October 19, 2023, Vast entered into the Nabors Backstop Agreement pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share. The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by NETC public stockholders in connection with the Business Combination proposal and subsequent capital raised by Vast prior to or in
 
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connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop will be reduced below $15 million, dollar-for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all.
Vast may enter into additional Notes Subscription Agreements and Equity Subscription Agreements between the date of the Business Combination Agreement and the Closing, with investors reasonably acceptable to NETC and on terms and conditions that are no more favorable to such investor in any material respect than the Notes Subscription Agreement and Equity Subscription Agreements, as applicable.
For more information about the Equity Subscription Agreements and the PIPE Financing, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements — Subscription Agreements.”
Q:
What equity stake will the Legacy Vast shareholders, current NETC public stockholders and the NETC initial stockholders hold in Vast following the consummation of the Business Combination?
A:
Vast and NETC anticipate that, upon the Closing, the ownership of Vast will be as follows (totals may not add to 100.0% due to rounding), after taking the redemptions on May 11, 2023 in connection with the First Extension Meeting into consideration:
Scenario 1
No Redemptions
Scenario 2
85% Redemptions
Scenario 3
100% Redemptions(7)
Weighted average shares outstanding – basic and diluted
Ownership
in Shares
%
Ownership
in Shares
%
Ownership
in Shares
%
Legacy Vast shareholders(1)
20,500,000 52.4% 20,500,000 66.7% 20,500,000 67.8%
Current NETC public stockholders(2)
9,850,641 25.2% 1,477,596 4.8% 0.0%
NETC initial stockholders(3)
4,500,000 11.5% 4,500,000 14.6% 4,500,000 14.9%
Shares issued to Nabors Lux and AgCentral in connection with financing transactions(4)
3,291,176 8.4% 3,291,176 10.7% 3,291,176 10.9%
Shares issued to CAG in connection with financing transactions(5)
980,392 2.5% 980,392 3.2% 490,196 1.6%
Nabors Backstop(6)
0.0% 0.0% 1,470,588 4.9%
Total
39,122,209 30,749,164 30,251,960
Total Proforma Book Value as of June 30,
2023
107,196,000 15,658,000 (5,248,000)
Pro Forma Book Value Per Share
2.74 0.51 (0.17)
(1)
Assumes that no Earnout Shares are issued to the Legacy Vast shareholders.
(2)
Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock (other than Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio.
(3)
Assumes no Sponsor Earnback Shares are issued. Includes 1,500,000 Vast Ordinary Shares issued to NETC Sponsor as Accelerated Earnback Shares.
(4)
Includes shares issued in connection with the Equity Subscription Agreements and the Notes Subscription Agreements. Also includes 350,000 Vast Ordinary Shares issued as Incremental Funding Commitment Fee.
(5)
Shares issued pursuant to the Canberra Subscription. The Canberra Subscription will be reduced by one dollar for every three dollars raised by Vast prior to Closing, including in Scenario 3, an aggregate $5 million for amounts funded under the Nabors Backstop.
 
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(6)
In Scenario 3 only, Nabors Lux’s backstop commitment. Nabors Lux’s backstop commitment will be reduced dollar-for-dollar by additional investments in Vast’s debt or equity securities issued by third parties as well as by the cash available to NETC from the Trust Account (after giving effect to (x) the redemption of any NETC public shares by NETC stockholders in connection with the Proposals and (y) any taxes imposed in connection with the redemption of any NETC public shares by NETC stockholders in connection with the Proposals).
(7)
The Business Combination Agreement provides that it is a condition to Vast’s, NETC’s and Merger Sub’s respective obligations to close that, if a FIRB filing is required in connection with the Business Combination and its associated transactions, the FIRB filing must be made, and FIRB approval must be received (or FIRB must be precluded from objecting) prior to the Closing. In the 100% Redemption Scenario and with the full Nabors Backstop being funded, Nabors, together with its affiliates, would receive greater than 20% of the Vast Ordinary Shares. FIRB approval is required for Nabors to acquire more than 19.9% of the Vast Ordinary Shares. However, FIRB approval will not be required to consummate the Business Combination, so long as Nabors does not acquire more than 19.9% of the Vast Ordinary Shares. Therefore, the Nabors Backstop Agreement provides that Nabors or the relevant party will be issued the maximum number of securities in respect of which prior FIRB approval is not required and will pay the purchase price or any other consideration payable for those securities, and the parties will on a timely basis take all necessary and appropriate steps to obtain FIRB approval to enable the balance of the securities (“Remaining Shares”) to be issued and the relevant purchase price or any other consideration payable with respect to the Remaining Shares (“Remaining Subscription Amount”) shall be retained by Nabors or the relevant party until the date that the Remaining Shares are issued to Nabors or the relevant party. Under the 100% Redemption Scenario, without FIRB approval (or FIRB becoming precluded from objecting), the Nabors Backstop would not be funded at all. Accordingly, if there are 100% redemptions, the Business Combination will not be consummated unless that FIRB filing has been made, and FIRB approval has been received (or FIRB has become precluded from objecting), unless the parties mutually elect to formally waive that condition in writing.
See “Unaudited Pro Forma Combined Financial Information” for pro forma book value under each redemption scenario.
Please see the sections entitled “Summary — Ownership of Vast After Closing,” “Unaudited Pro Forma Combined Financial Information” and “The Business Combination — Total Vast Ordinary Shares to Be Issued in the Business Combination” for more information.
Q:
Will my rights as a shareholder of Vast be different from my rights as a NETC stockholder?
A:
Yes, there are certain material differences between your rights as a shareholder of Vast, which will be an Australian public company and your rights as a stockholder of NETC, a Delaware corporation. You are urged to read the sections entitled “Description of Vast Securities” and “Comparison of Shareholder Rights.”
Q:
Did the NETC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
No. The NETC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. NETC’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of NETC’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, NETC’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the NETC Board in valuing Vast and assuming the risk that the NETC Board may not have properly valued the business.
 
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Q:
What happens if I sell my shares of NETC Class A Common Stock before the NETC special meeting?
A:
The record date for the NETC special meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of NETC Class A Common Stock after the record date, but before the NETC special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the NETC special meeting. However, you will not be able to seek redemption of your shares of NETC Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your shares of NETC Class A Common Stock prior to the record date, you will have no right to vote those shares at the NETC special meeting or seek redemption of those shares.
Q:
Why is NETC proposing the Vast Constitution Proposal?
A:
As required by applicable SEC guidance, NETC is requesting that the NETC stockholders consider and vote upon, on a non-binding advisory basis, a proposal to approve the governance provisions contained in the Constitution that materially affect stockholder rights. This non-binding advisory vote is not otherwise required by Delaware law and is separate and apart from the Business Combination Proposal, but consistent with SEC guidance, NETC is submitting this proposal to its stockholders separately for approval. Please see the section entitled “Comparison of Shareholder Rights” elsewhere in this proxy statement/prospectus for additional information. However, the stockholder vote regarding this proposal is an advisory vote and is not binding on the NETC Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Vast Constitution Proposal.
The full text of the Constitution is attached to this proxy statement/prospectus as Annex B. See the section entitled “Proposal No. 2 — The Vast Constitution Proposal” for additional information.
Q:
How has the announcement of the Business Combination affected the trading price of NETC Units, NETC Class A Common Stock and NETC public warrants?
A:
On February 13, 2023, the last trading date before the public announcement of the Business Combination, NETC Units, NETC Class A Common Stock and NETC public warrants closed at $10.41, $10.35 and $0.10, respectively. On November 21, 2023 the trading date immediately prior to the date of this proxy statement/prospectus, NETC Units, NETC Class A Common Stock and NETC public warrants closed at $11.03, $10.97 and $0.14, respectively.
Q:
Following the Business Combination, will NETC’s securities continue to trade on a stock exchange?
A:
No. NETC and Vast anticipate that, following consummation of the Business Combination, the NETC Class A Common Stock, NETC Units and NETC public warrants will be delisted from the NYSE, and NETC will be deregistered under the Exchange Act. Each share of NETC Class A Common Stock will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, and each NETC Warrant then outstanding and unexercised will automatically, without any action on the part of its holder, be converted into one Vast Warrant.
Pursuant to the terms of the Business Combination Agreement, as a closing condition, the parties are required to cause the Vast Ordinary Shares and the Vast Warrants issued in connection with the Business Combination to be approved for listing on a national securities exchange mutually agreed to by the parties in writing, but there can be no assurance that such listing condition will be met. Further, it is a condition to the consummation of the PIPE Financing that the Vast Ordinary Shares issuable therein be approved for listing on a national securities exchange. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the applicable parties to the Business Combination Agreement. Vast intends to apply to list the Vast Ordinary Shares and Vast Warrants on Nasdaq. It is anticipated that upon the Closing, the Vast Ordinary Shares and Vast Warrants will be listed under the ticker symbols “VSTE” and “VSTEW,” respectively. It is important for you to know that, at the time of the NETC special meeting, the parties may not have received from any national securities exchange either confirmation of the listing of the Vast Ordinary Shares and the Vast Warrants or that approval thereof will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the
 
15

 
other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such listing condition is waived by the applicable parties to the Business Combination and by the investors in the PIPE Financing and therefore the Vast securities would not be listed on a nationally recognized securities exchange. Please see the section entitled “The Business Combination — Certain Information Relating to Vast — Listing of Vast Ordinary Shares and Vast Warrants on Nasdaq” for additional information.
Q:
How do the NETC public warrants differ from the NETC private placement warrants, and what are the related risks for any NETC public warrant holders post Business Combination?
A:
The NETC private placement warrants (including the shares of NETC Class A Common Stock issuable upon exercise of the NETC private placement warrants) are not transferable, assignable or salable until 30 days after the completion of NETC’s Initial Business Combination (except, among other limited exceptions, to NETC’s officers and directors and other persons or entities affiliated with NETC Sponsor), and they will not be redeemable (except as described under “Description of Vast Securities — Vast Warrants — Redemption of NETC Warrants for Cash When the Price Per Share of NETC Class A Common Stock Equals or Exceeds $18.00”). The NETC private placement warrants may be exercised for cash or on a cashless basis. Except as described herein, the NETC private placement warrants have terms and provisions that are identical to those of the NETC public warrants, including as to exercise price, exercisability and exercise period.
In connection with the consummation of the Business Combination, Vast will assume the NETC Warrant Agreements and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each NETC Warrant then outstanding and unexercised will automatically without any action on the part of its holder be converted into a Vast Warrant. Each Vast Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding NETC Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.
Vast may only call the Vast Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption.
Redemption of the outstanding Vast Public Warrants could force holders of the Vast Public Warrants (i) to exercise Vast Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders to do so, (ii) to sell Vast Public Warrants at the then-current market price when they might otherwise wish to hold their Vast Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Vast Public Warrants are called for redemption, is likely to be substantially less than the market value of the Vast Public Warrants.
Q:
What vote is required to approve the Proposals presented at the NETC special meeting?
A:
Approval of the Business Combination Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock entitled to vote thereon at the NETC special meeting, voting as a single class.
Approval of each of the Vast Constitution Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock entitled to vote and actually cast thereon, voting as a single class.
Q:
May NETC Sponsor, NETC’s directors, officers or advisors or any of their respective affiliates purchase NETC public shares in connection with the Business Combination?
A:
In connection with the stockholder vote to approve the proposed Business Combination, NETC Sponsor, NETC’s directors, officers or advisors and any of their respective affiliates may privately negotiate to purchase NETC public shares from NETC stockholders who would have otherwise elected
 
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to have their NETC public shares redeemed for a per share pro rata portion of the Trust Account in connection with the Business Combination. Such a purchase could include a contractual acknowledgement that such NETC public stockholder, although still the record holder of such NETC public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that NETC Sponsor, NETC’s directors, officers or advisors or any of their respective affiliates purchase NETC public shares in privately negotiated transactions from NETC public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their NETC public shares. In addition, NETC Sponsor, NETC’s directors, officers or advisors and any of their respective affiliates would waive any redemption rights with respect to any NETC public shares that they purchase in any such privately negotiated transactions. To the extent that NETC Sponsor, NETC’s directors, officers or advisors or any of their respective affiliates purchase any NETC public shares as contemplated above, NETC will file a Current Report on Form 8-K prior to the NETC special meeting that will disclose:

the amount of such public shares purchased by NETC Sponsor, NETC’s directors, officers or advisors and any of their respective affiliates, along with the purchase price;

the purpose of the purchases by NETC Sponsor, NETC’s directors, officers or advisors or any of their respective affiliates;

the impact, if any, of the purchases by NETC Sponsor, NETC’s directors, officers or advisors or any of their respective affiliates on the likelihood that the Business Combination will be approved;

the identities of our security holders who sold to NETC Sponsor, NETC’s directors, officers or advisors or any of their respective affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to NETC Sponsor, NETC’s directors, officers or advisors or any of their respective affiliates; and

the number of NETC public shares for which we have received redemption requests in connection with the Business Combination.
Q:
How many votes do I have at the NETC special meeting?
A:
NETC stockholders are entitled to one vote at the NETC special meeting for each share of NETC Class A Common Stock, NETC Class F Common Stock or NETC Class B Common Stock held of record as of November 1, 2023, the record date for the NETC special meeting. As of the close of business on the record date, there were 9,850,641 outstanding shares of NETC Class A Common Stock, which are held by NETC public stockholders, 6,900,000 outstanding shares of NETC Class F Common Stock, which are held by NETC initial stockholders, and no outstanding shares of NETC Class B Common Stock.
Q:
When and where will the NETC special meeting take place and how do I attend the NETC special meeting?
A:
The NETC special meeting will be held at 11:00 AM, Eastern Time, on December 13, 2023, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals, at the following address: https://www.cstproxy.com/naborsetcorp/sm2023.
All NETC stockholders as of the record date, or their duly appointed proxies, may attend the NETC special meeting.
Q:
What constitutes a quorum at the NETC special meeting?
A:
Holders of a majority in voting power of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock issued and outstanding and entitled to vote at the NETC special meeting, virtually present or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the NETC special meeting. As of the record date for the NETC special meeting, 4,925,321 shares of NETC Class A Common Stock, 3,450,001 shares of NETC Class F Common Stock and no shares of NETC Class B Common Stock, in the aggregate, would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.
 
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Q:
How will NETC Sponsor and NETC’s directors and officers vote?
A:
NETC Sponsor and NETC’s directors and officers have agreed to vote any shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock owned by them in favor of the Business Combination. Currently, NETC initial stockholders in the aggregate own approximately 41.2% of the issued and outstanding shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock.
Q:
Does the NETC Board, including the independent members thereof, recommend that the NETC stockholders approve the Business Combination and the related Proposals?
A:
Yes. The NETC Board, including the independent members thereof, recommends that the NETC stockholders vote “FOR” each of the Proposals. When you consider the recommendation of the NETC Board in favor of each of the Proposals, you should keep in mind that certain of NETC’s directors and officers have interests in the Business Combination that may conflict with your interests as a NETC stockholder. These interests are further described under the question “What interests do the current officers and directors of NETC have in the Business Combination?
Q:
What interests do the current officers and directors of NETC have in the Business Combination?
A:
In considering the recommendation of the NETC Board to vote in favor of the Business Combination, NETC stockholders should be aware that, aside from their interests as stockholders, NETC Sponsor and certain of NETC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other NETC stockholders generally. NETC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to NETC stockholders that they approve the Business Combination. NETC stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that Nabors Lux and certain of NETC’s officers and directors paid an aggregate of $9,341,500 for NETC private placement warrants which, if unrestricted and freely tradable, would be valued at approximately $1.9 million based on the closing price of NETC public warrants of $0.14 per warrant on November 3, 2023 (but which are subject to a lock-up and not freely tradable for a period of six months following the Closing), all of which would expire worthless if a business combination is not consummated;

the fact that NETC Sponsor and NETC’s officers and directors agreed in connection with the NETC IPO to waive their redemption rights, for no consideration, with respect to any shares of NETC Common Stock held by them in connection with a stockholder vote to approve the Business Combination;

the fact that the NETC initial stockholders paid an aggregate of $25,000 for all of the NETC Class F Common Stock, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $75.4 million, assuming that NETC Sponsor receives all of the shares pursuant to the Sponsor Earnback Shares, based on the closing price of NETC Class A Common Stock of $10.93 per share on November 3, 2023;

the fact that NETC Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

the fact that the NETC Charter provides that NETC renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of NETC management on the one hand, and NETC, on the other hand; although NETC is not aware of any such corporate opportunities not being offered to it and does not believe that waiver of the corporate opportunities doctrine has materially affected NETC’s search for an acquisition target or will materially affect NETC’s ability to complete the Business Combination;
 
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the fact that given the differential in the purchase price that the NETC initial stockholders paid for the shares of NETC Class F Common Stock as compared to the price of the NETC Units sold in the NETC IPO and the 3,000,000 Vast Ordinary Shares that the NETC initial stockholders will receive upon exchange of the shares of NETC Class F Common Stock in connection with the Business Combination (excluding any Sponsor Earnback Shares and the Accelerated Earnback Shares), the NETC initial stockholders may earn a positive rate of return on their investment even if the Vast Ordinary Shares trade below the price initially paid for the NETC Units in the NETC IPO and the NETC public stockholders experience a negative rate of return following the completion of the Business Combination;

the fact that up to an aggregate amount of $1.5 million of any amounts outstanding under the working capital loans made by NETC Sponsor to NETC may be converted into NETC private placement warrants to purchase NETC Class A Common Stock at a price of $1.00 per warrant at the option of NETC Sponsor and, if issued, such NETC Warrants would automatically convert into an equal number of Vast Warrants at Closing;

the fact that each of Anthony G. Petrello, William J. Restrepo, Guillermo Sierra, and Siggi Meissner are officers of both Nabors and NETC, and Anthony G. Petrello and John Yearwood are directors of both Nabors and NETC, and Nabors and its affiliates have interests in Vast and in the Business Combination that differ from those of NETC stockholders as described below;

the fact that William J. Restrepo, an officer of both Nabors and NETC, Colleen Calhoun, a director of NETC, and John Yearwood, a director of both Nabors and NETC, are expected to be nominated to the Vast Board in connection with the closing of the Business Combination;

the fact that concurrently with the signing of the Business Combination Agreement, Nabors Lux entered into a Notes Subscription Agreement and Equity Subscription Agreement with Vast, pursuant to which Nabors Lux agreed to purchase up to $5.0 million of Senior Convertible Notes and up to $15 million of Vast Ordinary Shares (reduced dollar for dollar by the proceeds received from Nabors Lux pursuant to its Notes Subscription Agreement), respectively;

the fact that on October 19, 2023, Nabors Lux entered into the October Notes Subscription Agreement with Vast pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of Senior Convertible Notes and will receive 350,000 Vast Ordinary Shares, which the parties valued at approximately $3.57 million based off of a $10.20 price per Vast Ordinary Share, as an Incremental Funding Commitment Fee at Closing. Nabors Lux’s commitment under the Equity Subscription Agreement will be reduced, dollar-for-dollar, by the Incremental Funding;

the fact that on October 19, 2023, Vast entered into the Nabors Backstop Agreement pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share. The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and subsequent capital raised by Vast prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop will be reduced below $15 million, dollar-for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all. NETC Sponsor will receive 1,500,000 Vast Ordinary Shares as a Accelerated Earnback Shares at Closing;

the fact that Nabors will (i) have a consent right over all debt or equity capital raised by Vast (excluding certain issuances of securities pursuant to (1) compensatory stock or option plans, (2) contracts existing as of the date of the Nabors Backstop Agreement, (3) securities issued pursuant to convertible securities issued or issuable pursuant to agreements existing as of the date of the Nabors Backstop Agreement and (4) a bona fide merger or acquisition with an unrelated third party that is, itself, directly or indirectly, an operating company or an owner of an asset in a business
 
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synergistic with the business of Vast) until the Additional Rights Expiration Date, (ii) have the right in connection with any Superior Capital Raise, (A) if the investor in such Superior Capital Raise receives Vast Ordinary Shares, to receive a make-whole issuance of shares so that the aggregate number of Vast Ordinary Shares received by Nabors and its affiliates for their investment under the Nabors Backstop Nabors is equal to the number of Vast Ordinary Shares they would have received had the price for all such shares been the Lower Capital Price and (B) if the investor in such Superior Capital Raise receives any security other than Vast Ordinary Shares, to exchange, to the extent there would not be significant impediments to the timely consummation of such an exchange, the equity interests (and the debt interests received in exchange for equity interests in a prior exchange under this provision) still held by Nabors (and its affiliates) that were purchased pursuant to the Nabors Backstop Agreement (excluding any shares that were issued as the Accelerated Earnback Shares) for debt or equity interests on the terms issued in the Superior Capital Raise, so that Nabors (or its affiliates) hold the debt or equity interests they would have held had the investment under the Nabors Backstop Agreement been conducted on the terms of the Superior Capital Raise, in each case, as further described and subject to the conditions set forth in the Shareholder and Registration Rights Agreement and (iii) have the right to designate two directors to the Vast Board until the Additional Rights Expiration Date;

the fact that concurrently with the signing of the Business Combination Agreement, Vast and Nabors Corporate, entered into the Services Agreement, pursuant to which Nabors Corporate will be entitled to certain fees set forth in statements of work entered into thereunder and the reimbursement of out-of-pocket costs and expenses in exchange for providing services related to operations, engineering, design planning and other operational or technical matters to Vast, and that such Services Agreement is not contingent upon the completion of the Business Combination, and consequently, Nabors, and indirectly the officers, directors and investors in NETC who are officers, directors or investors in Nabors, may indirectly benefit from this arrangement;

the fact that concurrently with the signing of the Business Combination Agreement, Vast and NETV entered into the Development Agreement, pursuant to which NETV will license certain of Vast’s intellectual property and Vast and NETV will work together on a project-by-project basis to develop products and/or equipment related to solar power generation with NETV receiving payment as detailed in independent project budgets entered into thereunder, and that such Development Agreement is not contingent upon the completion of the Business Combination, and consequently, Nabors, and indirectly the officers, directors and investors in NETC who are officers, directors or investors in Nabors, may indirectly benefit from this arrangement;

the fact that if NETC management anticipates that it may not be able to consummate an Initial Business Combination by the Deadline Date, NETC may, by resolution of the NETC Board, extend the period of time to consummate an Initial Business Combination up to seven times, each by an additional one month; provided that NETC Sponsor or its affiliates or designees deposit into the Trust Account $295,519.23 (or $0.03 per NETC public share that is not redeemed in connection with the First Extension Meeting) for each one-month extension. On May 17, 2023, as permitted under the NETC Charter, the NETC Board elected to extend the date by which NETC has to consummate an Initial Business Combination from May 18, 2023 to August 18, 2023 and Nabors Lux and Greens Road Energy LLC deposited a total of $886,557.69 into the Trust Account. On each of August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023 Nabors Lux deposited an additional $295,519.23 into the Trust Account, and as a result, the Deadline Date is currently extended to December 18, 2023. NETC Sponsor may elect to convert a portion or all of such loan amount into NETC Warrants at a price of $1.00 per warrant, which warrants will be identical to the NETC private placement warrants. On November 6, 2023, NETC filed a preliminary proxy statement relating to the Second Extension Meeting to approve an amendment to NETC’s amended and restated certificate of incorporation to allow NETC’s board of directors, without another stockholder vote, to elect to extend the date by which NETC has to consummate an initial business combination up to three times for an additional one month each time (but in no event to a date later than 28 months from the closing of the NETC IPO), provided that NETC Sponsor (or its affiliates or designees) deposits into the Trust Account, for each month extension, $200,000 in exchange for a non-interest bearing, unsecured promissory note;
 
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the fact that the NETC Board elected to effectuate a three-month extension and extend the date by which NETC had to consummate an Initial Business Combination from February 18, 2023 to May 18, 2023 pursuant to the Prior NETC Charter. If NETC consummates an Initial Business Combination, it will repay the Extension Amount out of the proceeds of the Trust Account or, at the option of the NETC Sponsor, convert all or a portion of the loans into NETC Warrants for $1.00 per warrant, which warrants will be identical to the NETC private placement warrants. If NETC does not consummate an Initial Business Combination, NETC will repay the loans only from funds held outside of the Trust Account;

if the Trust Account is liquidated, including in the event NETC is unable to complete an Initial Business Combination within the required time period, NETC Sponsor has agreed to indemnify NETC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per NETC public share, or such lesser amount per NETC public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than NETC’s independent public accountants) for services rendered or products sold to NETC or (b) a prospective target business with which NETC has entered into an acquisition agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

the fact that NETC Sponsor, and NETC’s officers and directors, or any of their respective affiliates, will be reimbursed for out-of-pocket expenses incurred in connection with activities on NETC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $4.8 million as of November 1, 2023, the record date for the NETC special meeting;

the fact that for so long as Nabors and its affiliates beneficially own at least 50% of the Vast Ordinary Shares that Nabors and its affiliates own immediately following Closing, NETC Sponsor will have the right to nominate one director to serve on the Vast Board;

the fact that each of (i) William Restrepo, an executive officer of NETC and Nabors, (ii) John Yearwood, a director of NETC and Nabors, and (iii) Colleen Calhoun, a director of NETC, are expected to be appointed to the Vast Board at Closing;

the fact that certain prior relationships between Nabors and Vast exist, including (i) Nabors’ minority investment of less than 5% in Natron Energy, Inc. (“Natron”) and Natron’s existing letter of intent for Vast to acquire up to 13,500 of Natron’s sodium-ion batteries and (ii) Nabors’ minority investment of less than 10% in Sage Geosystems Inc. (“Sage”) and Sage’s existing memorandum of understanding to evaluate opportunities to collaborate with Vast;

the fact that NETC Sponsor and NETC’s officers and directors will lose their entire investment in NETC of approximately $6.4 million (including independent directors) or $6.2 million (excluding independent directors) and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which approximately $4.8 million is owed as of the record date, including the Extension Amount, any other extension payments and any working capital contributions) if an Initial Business Combination is not completed by the Deadline Date, assuming the NETC Board does not elect to further extend the period of time NETC has to consummate an Initial Business Combination in accordance with the NETC Charter; and

the terms and provisions of the Related Agreements as set forth in detail under the section entitled “The Business Combination Agreement and Related Agreements.”
The table set forth below summarizes (i) the total investment made by Nabors Lux and each of NETC’s officers and directors, including, as applicable, (a) the purchase price paid by each of Nabors Lux and the officers and certain directors of NETC for the private placement warrants, (b) the capital contributions made in NETC Sponsor by Nabors Lux and the officers and certain directors of NETC, directly or indirectly, in exchange for their interests in the Founder Shares (or the purchase price paid for the Founder Shares, in the case of our independent directors), and (c) the amount paid by Nabors Lux, or the capital contributions made by the officers and certain directors of NETC, for the Extension Amount and any other extension payments, and (ii) the value of such interests based on the closing price of the public warrants and Class A Common Stock as of November 3, 2023 all of which would be
 
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lost if an initial business combination is not completed by us within the required time period. The table below does not take the Nabors Backstop into account.
Name of Holder
NETC Position
Total
Purchase
Price and
Capital
Contributions
Number
of Private
Placement
Warrants
Value of
Private
Placement
Warrants as
of November 3,
2023
Number
of
Founder
Shares(1)
Value of
Founder
Shares as
of November 3,
2023
Nabors Lux
N/A
$ 10,642,933(2) 7,441,500 $ 1,041,810 3,698,750 $ 40,427,338
Anthony Petrello
President, Chief
Executive Officer,
Secretary and
Chairman
$ 4,076,573(2) 3,300,000(3) $ 462,000 1,640,244 $ 17,927,867
William Restrepo
Chief Financial
Officer
$ 710,312(2) 575,000 $ 80,500 285,800 $ 3,123,794
Siggi Meissner
President,
Engineering and
Technology
$ 277,948(2) 225,000 $ 31,500 111,835 $ 1,222,357
Guillermo Sierra
Vice President –
Energy Transition
$ 247,065(2) 200,000 $ 28,000 99,409 $ 1,086,540
John Yearwood
Director
$ 864,728(2) 700,000 $ 98,000 347,931 $ 3,802,886
Maria Jelescu Dreyfus
Director
$ 150,300 150,000 $ 21,000 75,000 $ 819,750
Colleen Calhoun
Director
$ 50,200 50,000 $ 7,000 50,000 $ 546,500
Jennifer Gill Roberts 
Director
$ 200 $ 50,000 $ 546,500
(1)
Represents the indirect interests in the Founders Shares that are held directly by the NETC Sponsor.
(2)
Includes payment into the Trust Account on February 16, 2023, May 17, 2023, August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023 by Nabors Lux in the principal amount of $1,518,000, $487,606.73, $295,519.23, $295,519.23, $295,519.23 and $295,519.23, respectively, in exchange for unsecured promissory notes. Includes payment into the Trust Account on February 16, 2023 and May 17, 2023 by Greens Road Energy LLC in the principal amount of $1,242,000 and $398,950.96, respectively, in exchange for unsecured promissory notes. Each of Anthony Petrello, William Restrepo, Siggi Meissner, Guillermo Sierra and John Yearwood are members of Greens Road Energy LLC, and their pro rata share of the payments made by Greens Road Energy LLC into the Trust Account are reflected herein. Includes Sponsor Earnback Shares, which may be issued upon the achievement of certain share price targets during the Earnout Period. If NETC consummates an Initial Business Combination, it will repay the loans out of the proceeds of the Trust Account or, at the option of NETC Sponsor, convert all or a portion of the loans into warrants for $1.00 per warrant, which warrants will be identical to the private placement warrants. If NETC does not consummate an Initial Business Combination, NETC will repay the loans only from funds held outside of the Trust Account. If these warrants were issued and outstanding and unrestricted and freely tradable as of November 3, 2023, they would have been valued at approximately $1.9 million, based on the closing price of the public warrants as of November 3, 2023.
(3)
Includes warrants held directly by Cynthia A. Petrello Revocable Trust and Remington SPAC W, LLC.
Q:
What happens if I vote against the Business Combination Proposal?
A:
Under the NETC Charter, if the Business Combination Proposal is not approved and NETC does not otherwise consummate an alternative business combination by the Deadline Date, NETC will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to NETC public stockholders.
 
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However, if NETC management anticipates that it may not be able to consummate an Initial Business Combination by the Deadline Date, NETC may, by resolution of the NETC Board, extend the period of time to consummate an Initial Business Combination up to seven times, each by an additional one month; provided that NETC Sponsor or its affiliates or designees deposit into the Trust Account $295,519.23 (or $0.03 per NETC public share that is not redeemed in connection with the First Extension Meeting), for each one-month extension NETC stockholders will not be entitled to vote or redeem their shares of NETC Common Stock held in connection with any such extension. However, NETC public stockholders will continue to be entitled to vote and redeem their NETC public shares in connection with a stockholder meeting held to approve another Initial Business Combination or in a tender offer undertaken in connection with an Initial Business Combination.
Q:
What are the U.S. federal income tax consequences of engaging in the Business Combination for holders of NETC public shares and NETC public warrants?
A:
The exchange of NETC public shares and NETC public warrants for Vast Ordinary Shares and Vast Public Warrants pursuant to the Merger is expected to be a taxable transaction to U.S. Holders (as defined below under the section entitled “Material U.S. Federal Income Tax Considerations”) for U.S. federal income tax purposes that results in the recognition of gain but that, in circumstances discussed below under the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of NETC Securities — U.S. Holders — Gain (but not Loss) Recognition Under Section 367(a) of the Code,” may or may not result in the recognition of loss. Such exchange may be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (as defined below under the section entitled “Material U.S. Federal Income Tax Considerations”). Please see the discussion below under the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations with Respect to the Merger for Holders of NETC Securities” for additional information. The tax consequences to you will depend on your own situation. You should consult your own tax advisors as to the specific tax consequences to you of the Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. income and other tax laws in light of your particular circumstances.
Q:
Do I have redemption rights?
A:
If you are a holder of NETC public shares, you may elect to have your NETC public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to NETC to pay its taxes, by (b) the total number of then outstanding NETC public shares. A NETC public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the NETC public shares (the “15% threshold”). Holders of the outstanding NETC public warrants do not have redemption rights in connection with the Business Combination. NETC Sponsor and NETC’s officers and directors agreed in connection with the NETC IPO to waive their redemption rights, for no consideration, with respect to any shares of NETC Common Stock they may hold in connection with the consummation of the Business Combination as an inducement for NETC and the underwriters to proceed with the NETC IPO. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of taxes payable) (a) in connection with a stockholder vote to approve an amendment to the NETC Charter that would affect the substance or timing of NETC’s obligation to redeem 100% of the NETC public shares if it has not consummated the Business Combination or another Initial Business Combination by the Deadline Date, or with respect to any other provision relating to the rights of holders of NETC Class A Common Stock or pre-Initial Business Combination activity, (b) in connection with the liquidation of the Trust Account or (c) if NETC subsequently completes a different business combination on or before the Deadline Date.
 
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Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your shares of NETC Class A Common Stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.
Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights, you must (a) if you hold your shares of NETC A Common Stock through NETC Units, elect to separate your NETC Units into the underlying shares of NETC Class A Common Stock and NETC public warrants prior to exercising your redemption rights with respect to the NETC public shares, and (b) prior to 11:59 PM, Eastern Time, on December 11, 2023 (two business days before the scheduled date of the NETC special meeting), tender your shares physically or electronically and submit a request in writing that NETC redeem your NETC public shares for cash to Continental Stock Transfer & Trust Company, NETC’s transfer agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
A NETC public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 15% threshold. Accordingly, all NETC public shares in excess of the 15% threshold beneficially owned by a NETC public stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is NETC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.
However, NETC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
NETC unitholders must separate the underlying NETC public shares and NETC public warrants prior to exercising redemption rights with respect to the NETC public shares. If you hold NETC Units registered in your own name, you must deliver the certificate for such NETC Units or deliver such NETC Units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such NETC Units into NETC public shares and NETC public warrants. This must be completed far enough in advance to permit the mailing of the NETC public share certificates or electronic delivery of the NETC public shares back to you so that you may then exercise your redemption rights with respect to the NETC public shares following the separation of such NETC public shares from the NETC Units.
If a broker, dealer, commercial bank, trust company or other nominee holds your NETC Units, you must instruct such nominee to separate your NETC Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of NETC Units to be split and the nominee holding such NETC Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant NETC Units and a deposit of the corresponding number of NETC public shares and NETC public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the NETC public shares following the separation of such NETC public shares from the NETC Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your NETC Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
 
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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with NETC’s consent, until the Effective Time. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the NETC transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
The receipt of cash by a holder of NETC public shares in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below under the section entitled “Material U.S. Federal Income Tax Considerations”) and may be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (as defined below under the section entitled “Material U.S. Federal Income Tax Considerations”). Please see the discussion below under the section entitled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations for Holders in Respect of the Redemption of NETC Public Shares” for additional information. The tax consequences to you will depend on your own situation. You should consult your own tax advisors as to the specific tax consequences to you of the exercise of your redemption rights, including the applicability and effect of U.S. federal, state and local and non-U.S. income and other tax laws in light of your particular circumstances.
Q:
If I am a NETC warrant holder, can I exercise redemption rights with respect to my NETC Warrants?
A:
No. The holders of NETC Warrants have no redemption rights with respect to NETC Warrants.
Q:
Do I have appraisal rights if I object to the proposed Business Combination?
A:
No. There are no appraisal rights available to holders of NETC Class A Common Stock, NETC Class F Common Stock or NETC Class B Common Stock in connection with the Business Combination.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
If the Business Combination Proposal is approved, NETC intends to use a portion of the funds held in the Trust Account to pay (a) a portion of NETC’s and Vast’s aggregate costs, fees and expenses in connection with the consummation of the Business Combination, (b) tax obligations and (c) for any redemptions of NETC public shares. The remaining balance in the Trust Account together with the PIPE Funds will be used for general corporate purposes of Vast. See the section entitled “The Business Combination” and “Business of Vast and Certain Information About Vast” for additional information.
Q:
What happens if the Business Combination is not consummated or is terminated?
A:
There are certain specified circumstances under which the Business Combination Agreement may be terminated, which have been further limited, in the case of Vast and Merger Sub, by the BCA Amendment. See the section entitled “The Business Combination Agreement and Related Agreements — Termination” for additional information regarding the parties’ specific termination rights. In accordance with the NETC Charter, if the Business Combination or another Initial Business Combination is not consummated by the Deadline Date, NETC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the NETC public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to NETC to pay its taxes (net of any taxes payable by NETC and less up to $100,000 of interest to pay dissolution expenses) by (B) the total number of then outstanding NETC public shares, which redemption will completely extinguish the rights of the NETC public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining NETC stockholders and the NETC Board in accordance with
 
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applicable law, dissolve and liquidate, subject in each case to obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
NETC expects that the amount of any distribution NETC public stockholders will be entitled to receive upon NETC’s dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to NETC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidating distributions with respect to those shares.
In the event of liquidation, there will be no distribution with respect to outstanding NETC Warrants. Accordingly, the NETC Warrants will expire worthless.
Q:
What happens if a substantial number of NETC public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Unlike some other blank check companies that require public stockholders to vote against a proposed business combination to exercise their redemption rights, NETC public stockholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even if all 9,850,641 NETC public shares are redeemed.
Also, with fewer NETC public shares and NETC public stockholders, the trading market for Vast Ordinary Shares may be less liquid than the market for shares of NETC Class A Common Stock was prior to the Business Combination. Vast may not be able to meet the listing standards for a national securities exchange. It is a condition to consummation of the Business Combination that Vast Ordinary Shares to be issued in connection with the Business Combination are accepted for listing on a national securities exchange mutually agreed to by the parties in writing. NETC and Vast have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying the listing condition. Unless waived in accordance with the Business Combination Agreement, if the listing condition in the Business Combination Agreement is not met, the Business Combination will not be consummated.
Q:
When is the Business Combination expected to be consummated?
A:
It is currently anticipated that the Business Combination will be consummated promptly following the NETC special meeting to be held on December 13, 2023, provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement and Related Agreements — Conditions to Closing of the Business Combination Agreement.”
Q:
What will NETC stockholders receive in the Business Combination?
A:
At the Effective Time, (i) each share of NETC Class A Common Stock (other than the Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, (ii) the shares of NETC Class F Common Stock and the shares of NETC Class B Common Stock issued and outstanding and held by NETC Sponsor or its transferees (based on a transfer following the date of the Business Combination Agreement) immediately prior to the Effective Time will be collectively exchanged for 2,825,000 validly issued and fully paid Vast Ordinary Shares, (iii) each share of NETC Class B Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, and (iv) each share of NETC Class F Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, in each case, after giving effect to the Vast Split Adjustment and thereafter, each share of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock shall automatically be cancelled and shall cease to exist and each holder of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock
 
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shall cease to have any rights with respect thereto except the right to receive the Per Share Merger Consideration (other than pursuant to and in accordance with the Support Agreement).
Q:
What will NETC warrant holders receive in the Business Combination?
A:
At the Effective Time, Vast will assume the NETC Warrant Agreements and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each NETC Warrant then outstanding and unexercised will automatically, without any action on the part of its holder, be converted into a warrant to acquire Vast Ordinary Shares. Each Vast Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding NETC Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (i) each Vast Warrant will be exercisable solely for Vast Ordinary Shares; (ii) the number of Vast Ordinary Shares issued upon exercise of each Vast Warrant will be equal to (x) the number of shares of NETC Class A Common Stock issued upon exercise of the applicable NETC Warrant multiplied by (y) the Exchange Ratio; and (iii) the per share exercise price for the Vast Ordinary Shares issuable upon exercise of such Vast Warrant will be equal to (x) the per share exercise price for the shares of NETC Class A Common Stock subject to the applicable NETC Warrant, as in effect immediately prior to the Effective Time divided by (y) the Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent; and (iv) no fraction of a Vast Ordinary Share will be issued upon any exercise of any Vast Warrants and, if the aggregate number of Vast Ordinary Shares that a holder of any Vast Warrants would be entitled to receive upon any exercise of any Vast Warrants would otherwise include a fraction of a Vast Ordinary Share, Vast will, upon such exercise, round down to the nearest whole number the aggregate number of Vast Ordinary Shares to be issued to such holder as a result of the exercise of all such Vast Warrants so exercised.
Q:
What will NETC unitholders receive in the Business Combination?
A:
NETC Units will automatically separate into the component securities prior to the consummation of the Business Combination and will be exchanged for or automatically converted into, as applicable, Vast Ordinary Shares and Vast Warrants, respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the parties are required to cause the Vast Ordinary Shares and the Vast Warrants issued in connection with the Business Combination to be approved for listing on a national securities exchange mutually agreed to by the parties in writing, but there can be no assurance that such listing condition will be met. Further, it is a condition to the consummation of the PIPE Financing that the Vast Ordinary Shares issuable therein be approved for listing on a national securities exchange. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the applicable parties to the Business Combination Agreement. Vast intends to apply to list the Vast Ordinary Shares and Vast Warrants on the Nasdaq. It is anticipated that upon the Closing, the Vast Ordinary Shares and Vast Warrants will be listed under the ticker symbols “VSTE” and “VSTEW,” respectively. It is important for you to know that, at the time of the NETC special meeting, the parties may not have received from any national securities exchange either confirmation of the listing of the Vast Ordinary Shares and the Vast Warrants or that approval thereof will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such listing condition is waived by the applicable parties to the Business Combination and by the investors in the PIPE Financing and therefore the Vast securities would not be listed on a nationally recognized securities exchange. Please see the section entitled “The Business Combination —  Certain Information Relating to Vast — Listing of Vast Ordinary Shares and Vast Warrants on Nasdaq” for additional information.
Q:
What are the material differences, if any, in the terms and price of securities issued at the time of the NETC IPO as compared to the securities that will be issued a part of the PIPE Financing at the Closing? Will NETC Sponsor or any of its directors, officers or affiliates invest in the PIPE Financing?
A:
The NETC Units issued at the time of the NETC IPO consisted of one share of NETC Class A
 
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Common Stock and one-half of one NETC Warrant, at an offering price of $10.00 per unit. At the Closing, the NETC Class A Common Stock will be exchanged for Vast Ordinary Shares and the NETC Warrants will convert into Vast Warrants.
Nabors Lux, AgCentral and any third party investors entering into Equity Subscription Agreements will receive Vast Ordinary Shares at a price of $10.20 per share as part of the PIPE Financing at the Closing. Likewise, any amount of Interim Company Financing provided by Nabors Lux, AgCentral and any third party investors pursuant to the Notes Subscription Agreements will be converted into a number of Vast Ordinary Shares equal to the amount funded divided by the Agreed Price immediately prior to the Effective Time, unless Vast enters into a Notes Subscription Agreement with any party subsequent to the first issue of Senior Convertible Notes that provides for conversion at a conversion price per Vast Ordinary Share of the Discounted Price in which case any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be exchanged for a number of Vast Ordinary Shares, to be calculated by dividing the amount of the Interim Company Financing by the Discounted Price, and, with respect to Nabors Lux and AgCentral, any amount of Interim Company Financing provided by Nabors Lux or AgCentral will be deemed to reduce their subscription amounts under the PIPE Financing. The PIPE Shares issued in the PIPE Financing (including the Vast Ordinary Shares issued upon conversion of the Senior Convertible Notes) will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to each of the AgCentral Subscription Agreement and Nabors Lux Subscription Agreement, Vast agreed that, within 30 calendar days after the closing of the PIPE Financing, Vast will file with the SEC (at Vast’s sole cost and expense) the Resale Registration Statement, and Vast will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof. No Vast Warrants will be issued in the PIPE Financing.
On September 18, 2023, Vast entered into a subscription agreement with CAG, the owner and operator of Canberra Airport, to purchase a minimum of $5 million, and up to $10 million, of Vast Ordinary Shares at a purchase price of $10.20 per share in a private placement. The Canberra Subscription is conditional on, and will close concurrently with, the Closing. Of the $10 million Canberra Subscription, $5 million will serve as a backstop for subsequent capital raised by Vast prior to Closing via additional Notes Subscriptions or Equity Subscriptions. Accordingly, the amount invested by CAG pursuant to the Canberra Subscription will be reduced below $10 million, but not below $5 million, by one dollar for every three dollars raised by Vast prior to Closing via the issuance of additional shares or debt instruments. Therefore, the CAG Backstop may not ultimately be funded in full or at all. Vast must pay CAG an amount equal to (i) the greater of (a) $50,000 per month from the date of the subscription agreement until the closing the Canberra Subscription; and (b) $100,000 plus (ii) 5% of the amount drawn from the CAG Backstop within twenty business days of the closing of the Canberra Subscription.
On October 19, 2023, Vast entered into the Nabors Backstop Agreement pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share. The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by NETC public stockholders in connection with the Business Combination proposal and subsequent capital raised by Vast prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop will be reduced below $15 million, dollar-for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all. NETC Sponsor will receive 1,500,000 Vast Ordinary Shares as a the Accelerated Earnback Shares at Closing. The Accelerated Earnback Shares will be issued at Closing regardless of whether the Nabors Backstop is drawn at Closing, but no Accelerated Earnback Shares will be issued in the event in the Business Combination does not close.
Nabors Lux, a wholly owned subsidiary of Nabors, is investing in the PIPE Financing and the Convertible Financing. Additionally, several directors and officers of NETC also serve as officers and directors of NETC Sponsor and of Nabors, and as such, will be indirectly involved in the PIPE Financing and the Convertible Financing.
 
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Q:
What equity stake will Legacy Vast shareholders hold in Vast following the Business Combination?
A:
Legacy Vast shareholders will own 21,970,588 Vast Ordinary Shares (inclusive of Vast Ordinary Shares purchased by AgCentral in the PIPE Financing and Senior Convertible Notes converted into Vast Ordinary Shares at the Closing, but excluding any Earnout Shares), which will constitute approximately 56.2% of the total issued and outstanding Vast Ordinary Shares as of Closing, assuming no redemptions by the NETC public stockholders.
Q:
Are there differences in rights between NETC Common Stock compared to Vast Ordinary Shares?
A:
Yes. The rights of the NETC stockholders and the relative powers of the NETC Board are governed by the laws of the State of Delaware, including the DGCL, and the NETC organizational documents. As a result of the Business Combination, each outstanding NETC public share that is not redeemed by the holder thereof and each outstanding Founder Share (subject to the Support Agreement) will be exchanged for a Vast Ordinary Share. Because Vast is an Australian proprietary company, the rights of the Vast shareholders will be governed by applicable Australian law and the Constitution of Vast. Many of the principal attributes of NETC Common Stock and Vast Ordinary Shares will be similar. However, there are differences between the rights of stockholders of NETC under Delaware law and the rights of Vast shareholders following the completion of the Business Combination under Australian law. In addition, there are differences between the NETC Charter and other organizational documents and the Constitution of Vast as they will be in effect from and after the Effective Time. As outlined in the table in the section entitled “Comparison of Shareholder Rights,” a summary of the material differences between the rights of NETC stockholders under Delaware law and the NETC organizational documents and the rights NETC stockholders will have as Vast shareholders under Australian law and the Constitution of Vast following the Closing has been provided.
Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of NETC Class A Common Stock, NETC Class F Common Stock or NETC Class B Common Stock on November 1, 2023, the record date for the special meeting of NETC stockholders, you may vote with respect to the Proposals at the NETC special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the NETC special meeting and vote, obtain a proxy from your broker, bank or nominee.
 
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Q:
What will happen if I abstain from voting or fail to vote at the NETC special meeting?
A:
At the NETC special meeting, NETC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Vast Constitution Proposal or the Adjournment Proposal but will have the same effect as a vote “AGAINST” the Business Combination Proposal.
Q:
What will happen if I sign and submit my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by NETC without an indication of how the NETC stockholder intends to vote on a proposal will be voted “FOR” each Proposal being submitted to a vote of the NETC stockholders at the NETC special meeting.
Q:
If I am not going to attend the NETC special meeting, should I submit my proxy card instead?
A:
Yes. Whether you plan to attend the NETC special meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. NETC believes the Proposals presented to NETC stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have submitted my executed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to NETC at the address listed below so that it is received by NETC prior to the NETC special meeting or by attending the NETC special meeting in person and voting there. You also may revoke your proxy by sending a notice of revocation to NETC, which must be received prior to the NETC special meeting.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who can help answer my questions?
A:
If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
Investor Relations
Email: IR@nabors-etcorp.com
Tel: (281)874-0035
 
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You may also contact NETC’s proxy solicitor at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
(800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: NETC@investor.morrowsodali.com
To obtain timely delivery, NETC stockholders must request the materials no later than five business days prior to the NETC special meeting.
You may also obtain additional information about NETC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you intend to seek redemption of your NETC public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to NETC’s transfer agent at least two business days prior to the NETC special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
The NETC Board is soliciting your proxy to vote your shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock on all matters scheduled to come before the NETC special meeting. NETC will pay the cost of soliciting proxies for the NETC special meeting. NETC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the NETC special meeting and has agreed to pay Morrow Sodali LLC a fee of approximately $35,000, plus disbursements. NETC will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. NETC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock and in obtaining voting instructions from those owners. NETC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
 
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SUMMARY
This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/ prospectus, including the annexes and accompanying financial statements of Vast and NETC, to fully understand the proposed Business Combination and the Proposals to be considered at the NETC special meeting (each as described below). Please see the section entitled “Where You Can Find More Information” elsewhere in this proxy statement/prospectus.
Parties to the Business Combination
NETC
NETC is a Delaware corporation formed on March 24, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving NETC and one or more target businesses.
NETC’s securities are traded on the NYSE under the ticker symbols “NETC,” “NETC.U” and “NETC.WS.” Upon the Closing, the NETC Securities will be delisted from the NYSE.
The mailing address of NETC’s principal executive office is 515 W. Greens Road, Suite 1200, Houston, Texas 77067, and our telephone number is (281) 874-0035.
Vast
Vast is a leading renewable energy company that has developed concentrated solar power (CSP) systems to generate, store and dispatch carbon free, utility-scale electricity, industrial heat, and to enable the production of green fuels. Vast’s unique approach to CSP utilizes a proprietary, modular sodium loop to efficiently capture and convert solar heat into these end products.
The mailing address of Vast’s registered office is 226-230 Liverpool Street, Darlinghurst, NSW 2010, Australia, and its telephone number is +612 4072 2889.
Merger Sub
Merger Sub is a Delaware corporation established on February 2, 2023. It is a wholly owned direct subsidiary of Vast.
The mailing address of Merger Sub’s registered office is Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808. The mailing address of Merger Sub is 226-230 Liverpool Street, Darlinghurst, NSW 2010, Australia, and the telephone number of Merger Sub is +612 4072 2889.
The Business Combination
On February 14, 2023, NETC, Vast, Merger Sub, Nabors and NETC Sponsor entered into the Business Combination Agreement.
Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions contained therein Merger Sub will merge with and into NETC, with NETC continuing as the Surviving Corporation and a wholly owned direct subsidiary of Vast.
Immediately prior to the Effective Time:

all MEP Shares outstanding immediately prior to the Effective Time will be settled by way of a conversion and subdivision of those MEP Shares into Vast Ordinary Shares in accordance with the MEP Deed and the MEP De-SPAC Side Deed, and after the MEP Share Conversion, all of the MEP Shares will no longer be outstanding and will cease to exist, and each holder of MEP Shares will thereafter cease to have any rights with respect to such MEP Shares;
 
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(i) all of the Existing Vast Convertible Notes held by AgCentral and (ii) all principal outstanding and accrued interest under each AgCentral Loan Agreement to be converted into Vast Ordinary Shares, in each case, pursuant to the terms of the Noteholder Support and Loan Termination Agreement; and

the Vast Split Adjustment will be effected, to occur immediately following the MEP Share Conversion and the Existing AgCentral Indebtedness Conversion, whereby the aggregate number of Vast Ordinary Shares outstanding immediately following the Vast Split Adjustment and immediately prior to the Effective Time will be 20,500,000 Vast Ordinary Shares (subject to certain adjustments as contemplated by the Business Combination Agreement).
At the Effective Time, by virtue of the Merger and without any action on the part of NETC, Vast, Merger Sub or any of the holders of their securities, the following events will take place simultaneously:

all shares of NETC Class A Common Stock and Founder Shares held in the treasury of NETC will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereof;

(i) each share of NETC Class A Common Stock (other than the Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, (ii) each share of NETC Class F Common Stock and NETC Class B Common Stock issued and outstanding and held by NETC Sponsor or its transferees (based on a transfer following the date of the Business Combination Agreement) immediately prior to the Effective Time will be collectively exchanged for 2,825,000 validly issued and fully paid Vast Ordinary Shares, (iii) each share of NETC Class B Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, and (iv) each share of NETC Class F Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio, in each case, after giving effect to the Vast Split Adjustment and thereafter, each share of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock shall automatically be cancelled and shall cease to exist and each holder of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock shall cease to have any rights with respect thereto except the right to receive the Per Share Merger Consideration (other than pursuant to and in accordance with the Support Agreement);

each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Effective Time; and

Vast will assume the NETC Warrant Agreements and enter into such amendments thereto as are necessary to give effect to the provisions of the Business Combination Agreement, and each NETC Warrants then outstanding and unexercised will automatically, without any action on the part of its holder, be converted into a Vast Warrant.
Each Vast Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding NETC Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination. Accordingly, effective as of the Effective Time: (i) each Vast Warrant will be exercisable solely for Vast Ordinary Shares; (ii) the number of Vast Ordinary Shares issued upon exercise of each Vast Warrant will be equal to (x) the number of shares of NETC Class A Common Stock issued upon exercise of the applicable NETC Warrant multiplied by (y) the Exchange Ratio; (iii) the per share exercise price for the Vast Ordinary Shares issuable upon exercise of such Vast Warrant will be equal to (x) the per share exercise price for the shares of NETC Class A Common Stock subject to the applicable NETC Warrant, as in effect immediately prior to the Effective Time divided by (y) the Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent; and (iv) no fraction of a Vast Ordinary Share will be issued upon any exercise of any Vast Warrants and, if the aggregate number of Vast Ordinary Shares that a holder of any Vast Warrants would be entitled to receive upon any exercise of any Vast Warrants
 
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would otherwise include a fraction of a Vast Ordinary Share, Vast will, upon such exercise, round down to the nearest whole number the aggregate number of Vast Ordinary Shares to be issued to such holder as a result of the exercise of all such Vast Warrants so exercised.
Each Redemption Share will not be entitled to receive the Per Share Merger Consideration and will be converted immediately prior to the Effective Time into the right to receive from NETC, in cash, an amount per share calculated in accordance with such stockholder’s redemption rights. At or as promptly as practical after the Effective Time, NETC will make such cash payments in respect of each such Redemption Share. As of immediately prior to the Effective Time, all such Redemption Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a Redemption Share (or related certificate or book-entry share) will cease to have any rights with respect thereto, except the right to receive such cash payments from NETC.
In the event that the share of NETC Class A Common Stock and one-half of one NETC Warrant comprising a single NETC Unit have not been detached so as to permit separate transferability or trading prior to the Effective Time, then effective immediately prior to the conversions contemplated by the Business Combination, any and all NETC Units will be automatically detached and broken out into their constituent parts, such that a holder of one NETC Unit will hold one share of NETC Class A Common Stock and one-half of one NETC Warrant, and the underlying constituent securities will be converted in accordance with the Business Combination Agreement. However, if the detachment would result in a holder of NETC public warrants holding a fractional NETC public warrant, then prior to the conversion the number of NETC public warrants deemed to be held by such holder will be rounded down to the nearest whole number.
For more information about the Business Combination Agreement and the Business Combination and other transaction contemplated thereby, see the sections entitled “The Business Combination” and “The Business Combination Agreement and Related Agreements.”
Conditions to the Closing
The obligations of NETC, Merger Sub and Vast to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of each of the following mutual conditions:

the Business Combination Proposal will have been approved and adopted by the requisite affirmative vote of the NETC stockholders in accordance with this proxy statement/prospectus, the DGCL, NETC’s organizational documents and the rules and regulations of the NYSE;

no governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;

if it is deemed by the parties after obtaining their own respective legal advice that a FIRB filing is required: (i) NETC will have received a written notice under the FATA, by or on behalf of the Treasurer of the Commonwealth of Australia stating or to the effect that the Commonwealth Government of Australia does not object to the Business Combination, either unconditionally or on terms that are reasonably acceptable to NETC and Vast (it being understood that the imposition of customary tax conditions in connection with the FIRB approval will be deemed acceptable), (ii) the Treasurer of the Commonwealth of Australia will have become precluded from making an order in relation to the subject matter of the Business Combination Agreement and the Business Combination under the FATA or (iii) if an interim order is made under the FATA in respect of the Business Combination, the subsequent period for making a final order prohibiting the Business Combination will have elapsed without a final order being made (see the section entitled “Regulatory Approvals or Antitrust Clearance in Other Jurisdictions” below for more information);

the Vast Ordinary Shares will have been accepted for listing on a national securities exchange mutually agreed to by the parties in writing (subject to the Closing occurring), as of the Closing Date;
 
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the Vast Ordinary Shares will not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act;

the Registration Statement will have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement will be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement will have been initiated or be threatened in writing by the SEC; and

the Vast Split Adjustment will have been implemented.
The obligations of NETC to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

the accuracy of certain representations and warranties of Vast as determined in accordance with the Business Combination Agreement;

the accuracy of certain representations and warranties of Merger Sub as determined in accordance with the Business Combination Agreement;

each of Vast and Merger Sub will have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing; provided, that, a covenant of Vast or Merger Sub will only be deemed to have not been performed or complied with if Vast or Merger Sub has materially breached such covenant and fails to exercise its reasonable best efforts to cure such breach or fails to cure such breach within 30 days after written notice of such breach has been delivered to Vast or Merger Sub (or if earlier, the Outside Date);

Vast will have delivered to NETC a certificate, dated the date of the Closing, signed by an officer of Vast, certifying as to the satisfaction of certain conditions as they relate to Vast and Merger Sub;

no Vast Material Adverse Effect (as such term is defined in the section entitled “The Business Combination Agreement and Related Agreements — Conditions to Closing of the Business Combination Agreement — Conditions to the Obligations NETC”) will have occurred between the date of the Business Combination Agreement and the Closing;

all parties to the Shareholder and Registration Rights Agreement (other than NETC, NETC Sponsor and Nabors Lux) will have delivered, or cause to be delivered, to NETC copies of the Shareholder and Registration Rights Agreement duly executed by all such parties;

the Existing AgCentral Indebtedness Conversion will have been consummated; and

the MEP Share Conversion will have been consummated.
Pursuant to the BCA Amendment, Vast and Merger Sub agreed to waive in their entirety certain conditions precedent to their respective obligations to consummate the Business Combination under the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing.
For more information, see the section entitled “The Business Combination Agreement and Related Agreements — Conditions to the Closing of the Business Combination Agreement.
Earn Out
Following the Closing, within five (5) business days after the occurrence of a Triggering Event, Vast shall issue or cause to be issued to the Eligible Vast Shareholders (in accordance with their respective pro rata share), the following Earnout Shares (which shall be equitably adjusted for any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to Vast Ordinary Shares occurring after the Closing), upon the terms and subject to the conditions set forth in the Business Combination Agreement and the Related Agreements:

upon the occurrence of Triggering Event I, a one-time issuance of 433,333 Earnout Shares;
 
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upon the occurrence of Triggering Event II, a one-time issuance of 433,333 Earnout Shares;

upon the occurrence of Triggering Event III, a one-time issuance of 433,333 Earnout Shares; and

upon the occurrence of Triggering Event IV, a one-time issuance of 1,500,000 Earnout Shares.
For more information about the Earnout Period, see the section entitled “The Business Combination Agreement and Related Agreements — Covenants of the Parties — Earn Out.”
Related Agreements
BCA Amendment (Annex A-1)
On October 19, 2023, NETC, NETC Sponsor, Vast and Merger Sub entered into the BCA Amendment, pursuant to which, among other things, (i) Vast agreed to issue 350,000 Vast Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement, (ii) Vast agreed to issue 1,500,000 Vast Ordinary Shares to NETC Sponsor in the Merger as acceleration of a portion of the Sponsor Earnback Shares, pursuant to the Nabors Backstop Agreement, (iii) Vast and Merger Sub agreed to waive in their entirety (a) the conditions precedent to their respective obligations to consummate the Business Combination set forth in Section 8.3 of the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing, and (b) their rights to terminate the Business Combination Agreement pursuant to Section 9.1(g) thereof for a breach of any representation, warranty, covenant or agreement on the part of NETC, and (iv) the parties agreed to amend and restate in its entirety the form of Shareholder and Registration Rights Agreement to be entered into at Closing, the amended and restated form of which is attached hereto as Annex D.
Support Agreement
In connection with the execution of the Business Combination Agreement, on February 14, 2023, NETC Sponsor, Vast, Nabors Lux and NETC’s independent directors entered into the Support Agreement, pursuant to which, among other things, the Insiders agreed to (i) certain restrictions on the transfer of their Founder Shares and NETC private placement warrants, (ii) vote all Founder Shares held by them in favor of the adoption and approval of the Business Combination Agreement and the Business Combination, (iii) waive their anti-dilution rights with respect to the Founder Shares held by them in connection with the consummation of the Business Combination and (iv) enter into the Shareholder and Registration Rights Agreement, and NETC Sponsor will have the right to be issued up to 3,900,000 Sponsor Earnback Shares during the Earnout Period consisting of (A) 1,300,000 Vast Ordinary Shares to be issued upon the occurrence of Triggering Event I, (B) 1,300,000 Vast Ordinary Shares to be issued upon the occurrence of Triggering Event II and (C) 1,300,000 Vast Ordinary Shares to be issued upon the occurrence of Triggering Event III, each as additional consideration in the Merger.
On October 19, 2023, NETC, NETC Sponsor and Vast also entered into an amendment to the Support Agreement to reduce by 500,000 Vast Ordinary Shares each tranche of the Sponsor Earnback Shares for an aggregate reduction of 1,500,000 Vast Ordinary Shares.
For more information about the Support Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”
Shareholder and Registration Rights Agreement
Vast, NETC and the other parties thereto will enter into the Shareholder and Registration Rights Agreement, pursuant to which Vast will agree that, within 60 days of the Closing, Vast will file with the SEC (at Vast’s sole cost and expense) the Resale Registration Statement, and Vast will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the holders of certain securities held by or issuable to certain existing shareholders of Vast and NETC can demand Vast’s assistance with underwritten offerings and exercise demand or piggyback rights with respect to such offerings. Additionally, the holder parties will be subject to a lock-up for six months after the Closing, pursuant to which each holder will be prohibited, subject to certain exceptions, from selling, contracting to sell, pledging, granting any option to
 
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purchase, making any short sale or otherwise disposing of the equity securities held by such holder, whether held at the Closing or acquired thereafter. The Shareholder and Registration Rights Agreement will also grant (i) to Nabors a consent right over certain debt or equity capital raises by Vast post-Closing until the Additional Rights Expiration Date and (ii) to NETC Sponsor (A) until the Additional Rights Expiration Date, the right to designate two directors to the Vast Board and (B) after the Additional Rights Expiration Date, the right to nominate for election one director to the Vast Board for so long as Nabors and its affiliates collectively beneficially own 50% of the number of Vast Ordinary Shares that NETC Sponsor and its affiliates collectively beneficially owned immediately following the Closing. In addition, the Shareholder and Registration Rights Agreement will also provide to Nabors certain rights if, prior to (A) the date that is six months following the Closing, any investor, or (B) the date that is nine months following the Closing, certain investors, invests in equity or debt interests of Vast on terms that are more favorable to such investor from a financial perspective than the terms applicable to Nabors Lux under the Nabors Backstop Agreement, as determined by Nabors Parent in its reasonable discretion (any such investment within the specified time periods, a “Superior Capital Raise”). To the extent the investor in a Superior Capital Raise has subscribed for Vast Ordinary Shares at a price less than the price paid by Nabors Lux under the Nabors Backstop Agreement (the “Lower Capital Price”), then Vast will issue additional Vast Ordinary Shares to Nabors (or its affiliates) so that the aggregate number of Vast Ordinary Shares received by Nabors and its affiliates for their investment under the Nabors Backstop Nabors is equal to the number of Vast Ordinary Shares they would have received had the price for all such shares been the Lower Capital Price, as further described and subject to the conditions set forth in the Shareholder and Registration Rights Agreement. To the extent the investor in a Superior Capital Raise has subscribed for any security other than Vast Ordinary Shares, Nabors will, to the extent there would not be significant impediments to the timely consummation of such an exchange, have the right to exchange the equity interests (and the debt interests received in exchange for equity interests in a prior exchange under this provision) still held by Nabors (and its affiliates) that were purchased pursuant to the Nabors Backstop Agreement (excluding any shares that were issued as the Accelerated Earnback Shares) for debt or equity interests on the terms issued in the Superior Capital Raise, so that Nabors (or its affiliates) hold the debt or equity interests they would have held had the investment under the Nabors Backstop Agreement been conducted on the terms of the Superior Capital Raise, as further described and subject to the conditions set forth in the Shareholder and Registration Rights Agreement. The Shareholder and Registration Rights Agreement will also grant to AgCentral the right to nominate one director to the Vast Board for so long as AgCentral and its affiliates collectively beneficially own at least the number of Vast Ordinary Shares that would entitle NETC Sponsor the right to nominate for election directors under the Shareholder and Registration Rights Agreement. For more information about the Shareholder and Registration Rights Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”
For more information about the Shareholder and Registration Rights Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”
Noteholder Support and Loan Termination Agreement
Concurrently with the signing of the Business Combination Agreement, Vast and AgCentral entered into the Noteholder Support and Loan Termination Agreement pursuant to which, among other things, Vast agreed to, immediately prior to the occurrence of the Vast Split Adjustment, (i) repay all accrued interest under the relevant funding agreements, as novated, pursuant to which Vast issued the Existing Vast Convertible Notes, (ii) redeem all Existing Vast Convertible Notes, whereupon Vast will issue to AgCentral one Vast Ordinary Share for each Existing Vast Convertible Note so redeemed or such other amount of Vast Ordinary Shares as agreed between AgCentral and Vast prior to the Conversion Time and (iii) through the issuance of Vast Ordinary Shares to AgCentral, repay all principal outstanding and all accrued interest under each AgCentral Loan Agreement. In addition, AgCentral agreed, among other things, (i) to, on and from the Conversion Time, discharge and release all financier security granted by Vast to AgCentral in respect of the Existing Vast Convertible Notes and the AgCentral Loan Agreements, and (ii) not to assign, novate, dispose or transfer, prior to the earlier of the closing of the Merger and the termination or expiration of the Business Combination Agreement in accordance with its terms, AgCentral’s rights under any AgCentral Loan Agreement, its Vast Ordinary Shares or the Existing Vast Convertible Notes, subject to certain exceptions set forth in the Noteholder Support and Loan Termination Agreement.
 
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Subscription Agreements
Concurrently with the signing of the Business Combination Agreement, Nabors Lux and AgCentral and Vast entered into the Notes Subscription Agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral have each agreed to subscribe for and purchase up to $5.0 million in aggregate principal amount of Senior Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. Nabors Lux funded $2.5 million under its Notes Subscription Agreement on February 15, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on June 27, 2023. AgCentral funded $2.5 million under its Notes Subscription Agreement on April 13, 2023 and funded an additional $2.5 million under its Notes Subscription Agreement on August 15, 2023. Any amount of Convertible Financing provided by Nabors Lux or AgCentral will be converted into a number of Vast Ordinary Shares equal to the amount funded divided by $10.20 immediately prior to the Effective Time and be deemed to reduce the subscription amounts under the PIPE Financing of respectively Nabors Lux and AgCentral.
Also concurrently with the signing of the Business Combination Agreement, Nabors Lux and AgCentral entered into the Equity Subscription Agreements with Vast, pursuant to which, among other things, Nabors Lux and AgCentral agreed, subject to the Closing occurring and third party investors having purchased Vast Ordinary Shares and/or Senior Convertible Notes for aggregate gross proceeds to Vast of at least $10.0 million, to subscribe for and purchase, and Vast agreed to issue and sell to each of Nabors Lux and AgCentral, up to $15.0 million of Vast Ordinary Shares for $10.20 per share in a private placement (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral, as applicable, pursuant to their respective Notes Subscription Agreement).
Subject to certain conditions, Vast may enter into additional Notes Subscription Agreements and Equity Subscription Agreements between the date of the Business Combination Agreement and the Closing, with investors reasonably acceptable to NETC and on terms and conditions that are no more favorable to such investor in any material respect then the Notes Subscription Agreement and Equity Subscription Agreements, as applicable.
For more information about the Notes Subscription Agreement, Equity Subscription Agreements and the PIPE Financing, see the section entitled “The Business Combination Agreement and Related Agreements —  Related Agreements — Subscription Agreements.”
On September 18, 2023, Vast entered into a subscription agreement with CAG, the owner and operator of Canberra Airport, to purchase a minimum of $5 million, and up to $10 million, of Vast Ordinary Shares at a purchase price of $10.20 per share in a private placement. The Canberra Subscription is conditional on, and will close concurrently with, the Closing. Of the $10 million Canberra Subscription, $5 million will serve as a backstop for subsequent capital raised by Vast prior to Closing via additional Notes Subscriptions or Equity Subscriptions. Accordingly, the amount invested by CAG pursuant to the Canberra Subscription will be reduced below $10 million, but not below $5 million, by one dollar for every three dollars raised by Vast prior to Closing via the issuance of additional shares or debt instruments. Therefore, the CAG Backstop may not ultimately be funded in full or at all. Vast must pay CAG an amount equal to (i) the greater of (a) $50,000 per month from the date of the subscription agreement until the closing the Canberra Subscription; and (b) $100,000 plus (ii) 5% of the amount drawn from the CAG Backstop within twenty business days of the closing of the Canberra Subscription.
On October 19, 2023, Nabors Lux entered into the October Notes Subscription Agreement with Vast pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of Senior Convertible Notes. Nabors Lux’s million commitment under the Equity Subscription Agreement will be reduced, dollar-for-dollar, by the Incremental Funding. On October 19, 2023, Vast entered into the Nabors Backstop Agreement pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share. The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by NETC public stockholders in connection with the Business Combination proposal and subsequent capital raised by Vast prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop will be reduced below $15 million, dollar-for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving
 
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effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all.
In connection with entering into the October Notes Subscription Agreement and the Nabors Backstop Agreement, NETC, NETC Sponsor, Vast and Merger Sub entered into the BCA Amendment, pursuant to which, among other things, (i) Vast agreed to issue 350,000 Vast Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement, (ii) Vast agreed to issue 1,500,000 Vast Ordinary Shares to NETC Sponsor in the Merger as acceleration of a portion of the Sponsor Earnback Shares, pursuant to the Nabors Backstop Agreement, (iii) Vast and Merger Sub agreed to waive in their entirety (a) the conditions precedent to their respective obligations to consummate the Business Combination set forth in Section 8.3 of the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing, and (b) their rights to terminate the Business Combination Agreement pursuant to Section 9.1(g) thereof for a breach of any representation, warranty, covenant or agreement on the part of NETC, and (iv) the parties agreed to amend and restate in its entirety the form of Shareholder and Registration Rights Agreement to be entered into at Closing, the amended and restated form of which is attached hereto as Annex D. NETC, NETC Sponsor and Vast also entered into an amendment to the Support Agreement to reduce by 500,000 Vast Ordinary Shares each tranche of the Sponsor Earnback Shares for an aggregate reduction of 1,500,000 Vast Ordinary Shares.
Vast Constitution
Pursuant to the terms of the Business Combination Agreement, Vast will amend and restate its existing constitution to be in the form of the Constitution attached to this proxy statement/prospectus as Annex B. See the section entitled “Proposal No. 2 — The Vast Constitution Proposal” for additional information.
MEP Deed and MEP De-SPAC Side Deed
Concurrently with the signing of the Business Combination Agreement, the MEP Participants entered into the MEP Deed and MEP De-SPAC Side Deed, pursuant to which, among other things, the MEP Participants agreed to a lock-up of the Vast Ordinary Shares held by them following the MEP Share Conversion and any allocation of Vast Ordinary Shares under the MEP Deed and MEP De-SPAC Side Deed. Following the Closing, the MEP Participants agreed not to, subject to certain exceptions, transfer or otherwise dispose of, or transfer, in whole or in part, any of the economic consequences of the Vast Ordinary Shares, (i) 100.0% of their Vast Ordinary Shares for a period of two years following the Closing, (ii) 66.7% of their Vast Ordinary Shares for a period of three years following the Closing and (iii) 33.3% of their Vast Ordinary Shares for a period of four years following the Closing, provided that, on the date that is six months following the Closing, each MEP Participant may, with 10 business days’ prior written notice to Vast, elect to dispose of $350,000 worth of such MEP Participant’s Vast Ordinary Shares, subject to a limit of $2,000,000, in the aggregate, of dispositions by all MEP Participants thereunder. Additionally, the MEP Participants granted to AgCentral a proxy to vote their Vast Ordinary Shares that are subject to the lock-up at AgCentral’s direction.
Services Agreement
Concurrently with the signing of the Business Combination Agreement, on February 14, 2023 Vast and Nabors enter into the Services Agreement. For more information about the Services Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”
Development Agreement
Concurrently with the signing of the Business Combination Agreement, on February 14, 2023 Vast and NETV entered into the Development Agreement. For more information about the Development Agreement, see the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”
 
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Recent Developments
On each of August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023 Nabors Lux deposited an additional $295,519.23 into the Trust Account, and as a result, the Deadline Date is currently extended to December 18, 2023. The balance in the Trust Account as of November 16, 2023, which includes the receipt of extension fees on February 15, 2023, May 17, 2023, August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023, as well as the redemptions in connection with the First Extension Meeting, was $108,177,610.45, or $10.98 per share.
On September 18, 2023, Vast entered into the Canberra Subscription with CAG and on October 19, 2023, Vast, NETC and each of their respective affiliates entered into the October Agreements, each as discussed further in the section entitled “The Business Combination Agreement and Related Agreements — Related Agreements.”
On November 6, 2023, NETC filed a preliminary proxy statement in connection with a second extension meeting to be held prior to the Deadline Date, if necessary.
Ownership of Vast after Closing
The following table illustrates the varying ownership levels of Vast after the Business Combination under three scenarios (totals may not add to 100.0% due to rounding), after taking the redemptions on May 11, 2023 in connection with the First Extension Meeting into consideration:
Scenario 1
No Redemptions
Scenario 2
85% Redemptions
Scenario 3
100% Redemptions(7)
Weighted average shares outstanding – basic and diluted
Ownership
in Shares
%
Ownership
in Shares
%
Ownership
in Shares
%
Legacy Vast shareholders(1)
20,500,000 52.4% 20,500,000 66.7% 20,500,000 67.8%
Current NETC public stockholders(2)
9,850,641 25.2% 1,477,596 4.8% 0.0%
NETC initial stockholders(3)
4,500,000 11.5% 4,500,000 14.6% 4,500,000 14.9%
Shares issued to Nabors Lux and AgCentral in connection with financing transactions(4)
3,291,176 8.4% 3,291,176 10.7% 3,291,176 10.9%
Shares issued to CAG in connection with financing transactions(5)
980,392 2.5% 980,392 3.2% 490,196 1.6%
Nabors Backstop(6)
0.0% 0.0% 1,470,588 4.9%
Total
39,122,209 30,749,164 30,251,960
Total Proforma Book Value as of June 30,
2023
107,196,000 15,658,000 (5,248,000)
Pro Forma Book Value Per Share
2.74 0.51 (0.17)
(1)
Assumes that no Earnout Shares are issued to the Legacy Vast shareholders.
(2)
Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock (other than Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio.
(3)
Assumes no Sponsor Earnback Shares are issued. Includes 1,500,000 Vast Ordinary Shares issued to NETC Sponsor as Accelerated Earnback Shares.
(4)
Includes shares issued in connection with the Equity Subscription Agreements and the Notes Subscription Agreements. Also includes 350,000 Vast Ordinary Shares issued as Incremental Funding Commitment Fee.
(5)
Shares issued pursuant to the Canberra Subscription. The Canberra Subscription will be reduced by one dollar for every three dollars raised by Vast prior to Closing, including in Scenario 3, an aggregate $5 million for amounts funded under the Nabors Backstop.
(6)
In Scenario 3 only, Nabors Lux’s backstop commitment. Nabors Lux’s backstop commitment will be
 
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reduced dollar-for-dollar by additional investments in Vast’s debt or equity securities issued by third parties as well as by the cash available to NETC from the Trust Account (after giving effect to (x) the redemption of any NETC public shares by NETC stockholders in connection with the Proposals and (y) any taxes imposed in connection with the redemption of any NETC public shares by NETC stockholders in connection with the Proposals).
(7)
The Business Combination Agreement provides that it is a condition to Vast’s, NETC’s and Merger Sub’s respective obligations to close that, if a FIRB filing is required in connection with the Business Combination and its associated transactions, the FIRB filing must be made, and FIRB approval must be received (or FIRB must be precluded from objecting) prior to the Closing. In the 100% Redemption Scenario and with the full Nabors Backstop being funded, Nabors, together with its affiliates, would receive greater than 20% of the Vast Ordinary Shares. FIRB approval is required for Nabors to acquire more than 19.9% of the Vast Ordinary Shares. However, FIRB approval will not be required to consummate the Business Combination, so long as Nabors does not acquire more than 19.9% of the Vast Ordinary Shares. Therefore, the Nabors Backstop Agreement provides that Nabors or the relevant party will be issued the maximum number of securities in respect of which prior FIRB approval is not required and will pay the purchase price or any other consideration payable for those securities, and the parties will on a timely basis take all necessary and appropriate steps to obtain FIRB approval to enable the balance of the securities (“Remaining Shares”) to be issued and the relevant purchase price or any other consideration payable with respect to the Remaining Shares (“Remaining Subscription Amount”) shall be retained by Nabors or the relevant party until the date that the Remaining Shares are issued to Nabors or the relevant party. Under the 100% Redemption Scenario, without FIRB approval (or FIRB becoming precluded from objecting), the Nabors Backstop would not be funded at all. Accordingly, if there are 100% redemptions, the Business Combination will not be consummated unless that FIRB filing has been made, and FIRB approval has been received (or FIRB has become precluded from objecting), unless the parties mutually elect to formally waive that condition in writing.
See “Unaudited Pro Forma Combined Financial Information” for pro forma book value under each redemption scenario.
Please see the sections entitled “Summary — Ownership of Vast After Closing,” “Unaudited Pro Forma Combined Financial Information” and “The Business Combination — Total Vast Shares to Be Issued in the Business Combination” for more information.
See the section entitled “The Business Combination — Total Vast Shares to Be Issued in the Business Combination” for more information.
Description of Vast Securities
If the Business Combination is successfully completed, NETC stockholders will become Vast shareholders, and their rights as Vast shareholders will be governed by Vast’s organizational documents adopted at Closing and the laws of Australia. Please see section entitled “Description of Vast Securities” elsewhere in this proxy statement/prospectus for additional information.
The NETC Board’s Reasons for Approval of the Business Combination
After careful consideration, the NETC Board, including the independent directors (such independence having been determined in accordance with NYSE and SEC guidelines), recommends that NETC stockholders vote “FOR” the approval of the Business Combination Proposal. For a more complete description of the NETC Board’s reasons for the approval of the Business Combination and the recommendation of the NETC Board, see the section entitled “The Business Combination — NETC Board’s Consideration of and Reasons for Approving the Business Combination.”
 
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Satisfaction of 80% Test
It is a requirement under the NETC Charter and the NYSE listing requirements that the business or assets acquired in an Initial Business Combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for an Initial Business Combination. In connection with its evaluation and approval of the Business Combination, the NETC Board determined that the fair market value of Vast was more than 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) as of February 13, 2023, based on, among other things, the Comparable Companies Analysis, Invested Capital Analysis and Scenario Analysis described in greater under “The Business Combination — NETC Board’s Consideration and Reasons for Approving the Business Combination.
NETC Special Meeting
Date, Time and Place of the NETC Special Meeting
The NETC special meeting will be held at 11:00 AM, Eastern Time, on December 13, 2023 at the following address: https://www.cstproxy.com/naborsetcorp/sm2023 (or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals).
Proposals
At the NETC special meeting, NETC stockholders will be asked to consider and vote upon the following proposals:
1.
The Business Combination Proposal — To adopt and approve the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination.
2.
The Vast Constitution Proposal — On a non-binding advisory basis, to approve the governance provisions contained in the Constitution that materially affect NETC stockholder rights, presented separately in accordance with SEC guidance.
3.
The Adjournment Proposal — To approve the adjournment of the NETC special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal.
Voting Power; Record Date
You will be entitled to vote or direct votes to be cast at the NETC special meeting if you owned shares of NETC Class A Common Stock, NETC Class F Common Stock or NETC Class B Common Stock at the close of business on November 1, 2023, which is the record date for the NETC special meeting. You are entitled to one vote for each share of NETC Class A Common Stock, NETC Class F Common Stock or NETC Class B Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 9,850,641 shares of NETC Class A Common Stock, 6,900,000 shares of NETC Class F Common Stock and no shares of NETC Class B Common Stock outstanding in the aggregate.
Proxy Solicitation
Proxies may be solicited by mail. NETC has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the NETC special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “NETC Special Meeting — Revoking Your Proxy.”
 
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Quorum and Required Vote for Proposals for the NETC Special Meeting
A quorum of NETC stockholders is necessary to hold a valid meeting. A quorum will be present at the NETC special meeting if holders of a majority of the outstanding shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock entitled to vote thereat attend or are represented by proxy at the NETC special meeting. Abstentions will count as present for the purposes of establishing a quorum.
Approval of the Business Combination Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock entitled to vote thereon at the NETC special meeting, voting as a single class. The approval of the Vast Constitution Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock entitled to vote and actually cast thereon at the NETC special meeting, voting as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the NETC special meeting will not be counted towards the number of shares of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Vast Constitution Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Business Combination Proposal.
The Closing is conditioned on the approval of the Business Combination Proposal at the NETC special meeting. The Vast Constitution Proposal is non-binding and is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
Recommendation to NETC Stockholders
The NETC Board believes that each of the Business Combination Proposal, the Vast Constitution Proposal and the Adjournment Proposal is in the best interests of NETC and NETC stockholders and recommends that NETC stockholders vote “FOR” each Proposal being submitted to a vote of the stockholders at the NETC special meeting.
When you consider the recommendation of the NETC Board in favor of approval of these Proposals, you should keep in mind that, aside from their interests as stockholders, NETC Sponsor and certain of NETC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. Please see the section entitled “The Business Combination —  Interests of Certain Persons in the Business Combination.”
Vote of the NETC Initial Stockholders and NETC’s Other Directors and Officers
As of the record date, the NETC initial stockholders own 6,900,000 shares of Class F Common Stock, representing approximately 41.2% of the NETC Common Stock then outstanding and entitled to vote at the NETC special meeting. NETC Sponsor and NETC’s directors and officers have waived any redemption rights, including with respect to shares of NETC Class A Common Stock purchased in the NETC IPO or thereafter in the open market, in connection with the Business Combination. The shares of NETC Class F Common Stock held by the NETC initial stockholders have no redemption rights upon NETC’s liquidation and will be worthless if no Business Combination is effected by NETC by the Deadline Date. However, the NETC initial stockholders are entitled to redemption rights upon NETC’s liquidation with respect to any NETC public shares they may own.
Pursuant to the Letter Agreement, the NETC initial stockholders agreed that if NETC seeks stockholder approval of an Initial Business Combination, then in connection with such proposed Initial Business Combination, it, he or she shall vote all Founder Shares and any shares acquired by it, him or her in the NETC IPO or the secondary public market in favor of such proposed Initial Business Combination.
 
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Interests of Certain Persons in the Business Combination
In considering the recommendation of the NETC Board to vote in favor of the Business Combination, NETC stockholders should be aware that, aside from their interests as stockholders, NETC Sponsor and certain of NETC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other NETC stockholders generally. NETC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to NETC stockholders that they approve the Business Combination. NETC stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that Nabors Lux and certain of NETC’s officers and directors paid an aggregate of $9,341,500 for NETC private placement warrants which, if unrestricted and freely tradable, would be valued at approximately $1.9 million based on the closing price of NETC public warrants of $0.14 per warrant on November 3, 2023 (but which are subject to a lock-up and not freely tradable for a period of six months following the Closing), all of which would expire worthless if a business combination is not consummated;

the fact that NETC Sponsor and NETC’s officers and directors agreed in connection with the NETC IPO to waive their redemption rights, for no consideration, with respect to any shares of NETC Common Stock held by them in connection with a stockholder vote to approve the Business Combination;

the fact that the NETC initial stockholders paid an aggregate of $25,000 for all of the NETC Class F Common Stock, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $75.4 million, assuming that NETC Sponsor receives all of the shares pursuant to the Sponsor Earnback Shares, based on the closing price of NETC Class A Common Stock of $10.93 per share on November 3, 2023;

the fact that NETC Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

the fact that the NETC Charter provides that NETC renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of NETC management on the one hand, and NETC, on the other hand, although NETC is not aware of any such corporate opportunities not being offered to it and does not believe that waiver of the corporate opportunities doctrine has materially affected NETC’s search for an acquisition target or will materially affect NETC’s ability to complete the Business Combination;

the fact that given the differential in the purchase price that the NETC initial stockholders paid for the shares of NETC Class F Common Stock as compared to the price of the NETC Units sold in the NETC IPO and the 3,000,000 Vast Ordinary Shares that the NETC initial stockholders will receive upon exchange of the shares of NETC Class F Common Stock in connection with the Business Combination (excluding any Sponsor Earnback Shares and the Accelerated Earnback Shares), the NETC initial stockholders may earn a positive rate of return on their investment even if the Vast Ordinary Shares trade below the price initially paid for the NETC Units in the NETC IPO and the NETC public stockholders experience a negative rate of return following the completion of the Business Combination;

the fact that up to an aggregate amount of $1.5 million of any amounts outstanding under the working capital loans made by NETC Sponsor to NETC may be converted into NETC private placement warrants to purchase NETC Class A Common Stock at a price of $1.00 per warrant at the option of NETC Sponsor and, if issued, such NETC Warrants would automatically convert into an equal number of Vast Warrants at Closing;

the fact that each of Anthony G. Petrello, William J. Restrepo, Guillermo Sierra, and Siggi Meissner are officers of both Nabors and NETC, and Anthony G. Petrello and John Yearwood are directors
 
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of both Nabors and NETC, and Nabors and its affiliates have interests in Vast and in the Business Combination that differ from those of NETC stockholders as described below;

the fact that concurrently with the signing of the Business Combination Agreement, Nabors Lux entered into a Notes Subscription Agreement and Equity Subscription Agreement with Vast, pursuant to which Nabors Lux agreed to purchase up to $5.0 million of Senior Convertible Notes and up to $15 million of Vast Ordinary Shares (reduced dollar for dollar by the proceeds received from Nabors Lux pursuant to its Notes Subscription Agreement), respectively;

the fact that on October 19, 2023, Nabors Lux entered into the October Notes Subscription Agreement with Vast pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of Senior Convertible Notes and will receive 350,000 Vast Ordinary Shares, which the parties valued at approximately $3.57 million based off of a $10.20 price per Vast Ordinary Share, as an Incremental Funding Commitment Fee at Closing. Nabors Lux’s commitment under the Equity Subscription Agreement will be reduced, dollar-for-dollar, by the Incremental Funding;

the fact that on October 19, 2023, Vast entered into the Nabors Backstop Agreement pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share. The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and subsequent capital raised by Vast prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop will be reduced below $15 million, dollar-for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all. NETC Sponsor will receive 1,500,000 Vast Ordinary Shares as Accelerated Earnback Shares at Closing;

the fact that Nabors will (i) have a consent right over all debt or equity capital raised by Vast (excluding certain issuances of securities pursuant to (1) compensatory stock or option plans, (2) contracts existing as of the date of the Nabors Backstop Agreement, (3) securities issued pursuant to convertible securities issued or issuable pursuant to agreements existing as of the date of the Nabors Backstop Agreement and (4) a bona fide merger or acquisition with an unrelated third party that is, itself, directly or indirectly, an operating company or an owner of an asset in a business synergistic with the business of Vast) until the Additional Rights Expiration Date, (ii) have the right in connection with any Superior Capital Raise, (A) if the investor in such Superior Capital Raise receives Vast Ordinary Shares, to receive a make-whole issuance of shares so that the aggregate number of Vast Ordinary Shares received by Nabors and its affiliates for their investment under the Nabors Backstop Nabors is equal to the number of Vast Ordinary Shares they would have received had the price for all such shares been the Lower Capital Price and (B) if the investor in such Superior Capital Raise receives any security other than Vast Ordinary Shares, to exchange, to the extent there would not be significant impediments to the timely consummation of such an exchange, the equity interests (and the debt interests received in exchange for equity interests in a prior exchange under this provision) still held by Nabors (and its affiliates) that were purchased pursuant to the Nabors Backstop Agreement (excluding any shares that were issued as Accelerated Earnback Shares) for debt or equity interests on the terms issued in the Superior Capital Raise, so that Nabors (or its affiliates) hold the debt or equity interests they would have held had the investment under the Nabors Backstop Agreement been conducted on the terms of the Superior Capital Raise, in each case, as further described and subject to the conditions set forth in the Shareholder and Registration Rights Agreement and (iii) have the right to designate two directors to the Vast Board until the Additional Rights Expiration Date;

the fact that concurrently with the signing of the Business Combination Agreement, Vast and Nabors Corporate, entered into the Services Agreement, pursuant to which Nabors Corporate will be entitled to certain fees set forth in statements of work entered into thereunder and the reimbursement of out-of-pocket costs and expenses in exchange for providing services related to operations, engineering, design planning and other operational or technical matters to Vast, and that such
 
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Services Agreement is not contingent upon the completion of the Business Combination, and consequently, Nabors, and the officers, directors and investors in NETC who are officers, directors or investors in Nabors, may indirectly benefit from this arrangement;

the fact that concurrently with the signing of the Business Combination Agreement, Vast and NETV, entered into the Development Agreement, pursuant to which NETV will license certain of Vast’s intellectual property and Vast and NETV will work together on a project-by-project basis to develop products and/or equipment related to solar power generation with NETV receiving payments as detailed in independent project budgets entered into thereunder, and that such Development Agreement is not contingent upon the completion of the Business Combination, and consequently, Nabors, and the officers, directors and investors in NETC who are officers, directors or investors in Nabors, may indirectly benefit from this arrangement;

the fact that if NETC management anticipates that it may not be able to consummate an Initial Business Combination by the Deadline Date, NETC may, by resolution of the NETC Board, extend the period of time to consummate an Initial Business Combination up to seven times, each by an additional one month; provided that NETC Sponsor or its affiliates or designees deposit into the Trust Account $295,519.23 (or $0.03 per NETC public share that is not redeemed in connection with the First Extension Meeting) for each one-month extension. On May 17, 2023, as permitted under the NETC Charter, the NETC Board elected to extend the date by which NETC has to consummate an Initial Business Combination from May 18, 2023 to August 18, 2023 and Nabors Lux and Greens Road Energy LLC deposited a total of $886,557.69 into the Trust Account. On each of August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023 Nabors Lux deposited an additional $295,519.23 into the Trust Account, and as a result, the Deadline Date is currently extended to December 18, 2023. NETC Sponsor may elect to convert a portion or all of such loan amount into NETC Warrants at a price of $1.00 per warrant, which warrants will be identical to the NETC private placement warrants. On November 6, 2023, NETC filed a preliminary proxy statement relating to the Second Extension Meeting to approve an amendment to NETC’s amended and restated certificate of incorporation to allow NETC’s board of directors, without another stockholder vote, to elect to extend the date by which NETC has to consummate an initial business combination up to three times for an additional one month each time (but in no event to a date later than 28 months from the closing of the NETC IPO), provided that NETC Sponsor (or its affiliates or designees) deposits into the Trust Account, for each month extension, $200,000 in exchange for a non-interest bearing, unsecured promissory note;

the fact that the NETC Board elected to effectuate a three-month extension and extend the date by which NETC had to consummate an Initial Business Combination from February 18, 2023 to May 18, 2023 pursuant to the Prior NETC Charter. If NETC consummates an Initial Business Combination, it will repay the Extension Amount out of the proceeds of the Trust Account or, at the option of the NETC Sponsor, convert all or a portion of the loans into NETC Warrants for $1.00 per warrant, which warrants will be identical to the NETC private placement warrants. If NETC does not consummate an Initial Business Combination, NETC will repay the loans only from funds held outside of the Trust Account;

if the Trust Account is liquidated, including in the event NETC is unable to complete an Initial Business Combination within the required time period, NETC Sponsor has agreed to indemnify NETC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per NETC public share, or such lesser amount per NETC public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than NETC’s independent public accountants) for services rendered or products sold to NETC or (b) a prospective target business with which NETC has entered into an acquisition agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

the fact that NETC Sponsor, and NETC’s officers and directors, or any of their respective affiliates, will be reimbursed for out-of-pocket expenses incurred in connection with activities on NETC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $4.1 million as of November 1, 2023, the record date for the NETC special meeting;
 
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the fact that for so long as Nabors and its affiliate beneficially own at least 50% of the Vast Ordinary Shares that Nabors and its affiliates own immediately following Closing, NETC Sponsor will have the right to designate one director to serve on the Vast Board;

the fact that certain prior relationships between Nabors and Vast exist, including (i) Nabors’ minority investment of less than 5% in Natron and Natron’s existing letter of intent for Vast to acquire up to 13,500 of Natron’s sodium-ion batteries and (ii) Nabors’ minority investment of less than 10% in Sage and Sage’s existing memorandum of understanding to evaluate opportunities to collaborate with Vast;

the fact that each of (i) William Restrepo, an executive officer of NETC and Nabors, (ii) John Yearwood, a director of NETC and Nabors, and (iii) Colleen Calhoun, a director of NETC, are expected to be appointed to the Vast Board at Closing;

the fact that NETC Sponsor and NETC’s officers and directors will lose their entire investment in NETC of approximately $6.4 million (including independent directors) or $6.2 million (excluding independent directors) and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which approximately $4.8 million is owed as of the record date, including the Extension Amount, any other extension payments and any working capital contributions) if an Initial Business Combination is not completed by the Deadline Date, assuming the NETC Board does not elect to further extend the period of time NETC has to consummate an Initial Business Combination in accordance with the NETC Charter; and

the terms and provisions of the Related Agreements as set forth in detail under the section entitled “The Business Combination Agreement and Related Agreements.”
The table set forth below summarizes (i) the total investment made by Nabors Lux and each of NETC’s officers and directors, including, as applicable, (a) the purchase price paid by each of Nabors Lux and the officers and certain directors of NETC for the private placement warrants, (b) the capital contributions made in NETC Sponsor by Nabors Lux and the officers and certain directors of NETC, directly or indirectly, in exchange for their interests in the Founder Shares (or the purchase price paid for the Founder Shares, in the case of our independent directors), and (c) the amount paid by Nabors Lux, or the capital contributions made by the officers and certain directors of NETC, for the Extension Amount and any other extension payments, and (ii) the value of such interests based on the closing price of the public warrants and Class A Common Stock as of November 3, 2023, all of which would be lost if an initial business combination is not completed by us within the required time period. The table below does not take the Nabors Backstop into account.
Name of Holder
NETC Position
Total
Purchase
Price and
Capital
Contributions
Number
of Private
Placement
Warrants
Value of
Private
Placement
Warrants as
of November 3,
2023
Number
of
Founder
Shares(1)
Value of
Founder
Shares as of
November 3, 2023
Nabors Lux
N/A
$ 10,642,933(2) 7,441,500 $ 1,041,810 3,698,750 $ 40,427,338
Anthony Petrello
President, Chief
Executive Officer,
Secretary and
Chairman
$ 4,076,573(2) 3,300,000(3) $ 462,000 1,640,244 $ 17,927,867
William Restrepo
Chief Financial
Officer
$ 710,312(2) 575,000 $ 80,500 285,800 $ 3,123,794
Siggi Meissner
President,
Engineering and
Technology
$ 277,948(2) 225,000 $ 31,500 111,835 $ 1,222,357
Guillermo Sierra
Vice President −
Energy Transition
$ 247,065(2) 200,000 $ 28,000 99,409 $ 1,086,540
John Yearwood
Director
$ 864,728(2) 700,000 $ 98,000 347,931 $ 3,802,886
Maria Jelescu Dreyfus
Director
$ 150,300 150,000 $ 21,000 75,000 $ 819,750
Colleen Calhoun
Director
$ 50,200 50,000 $ 7,000 50,000 $ 546,500
Jennifer Gill Roberts
Director
$ 200 $ 50,000 $ 546,500
 
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(1)
Represents the indirect interests in the Founders Shares that are held directly by the NETC Sponsor.
(2)
Includes payment into the Trust Account on February 16, 2023, May 17, 2023, August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023 by Nabors Lux in the principal amount of $1,518,000, $487,606.73, $295,519.23, $295,519.23, $295,519.23 and $295,519.23, respectively, in exchange for unsecured promissory notes. Includes payment into the Trust Account on February 16, 2023 and May 17, 2023 by Greens Road Energy LLC in the principal amount of $1,242,000 and $398,950.96, respectively, in exchange for unsecured promissory notes. Each of Anthony Petrello, William Restrepo, Siggi Meissner, Guillermo Sierra and John Yearwood are members of Greens Road Energy LLC, and their pro rata share of the payments made by Greens Road Energy LLC into the Trust Account are reflected herein. Includes Sponsor Earnback Shares, which may be issued upon the achievement of certain share price targets during the Earnout Period. If NETC consummates an Initial Business Combination, it will repay the loans out of the proceeds of the Trust Account or, at the option of NETC Sponsor, convert all or a portion of the loans into warrants for $1.00 per warrant, which warrants will be identical to the private placement warrants. If NETC does not consummate an Initial Business Combination, NETC will repay the loans only from funds held outside of the Trus