SEC Comment Letter 0000000000-23-010212 to Vast Renewables Ltd (VSTE, VSTEW) (CIK 0001964630)
Vast Renewables Ltd (VSTE, VSTEW) (CIK 0001964630)
Date: Sept. 15, 2023 · CIK: 0001964630 · Accession: 0000000000-23-010212
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File numbers found in text: 333-272058
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September 12, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Registration Statement on Form F-4 (Registration No. 333-272058 ) To whom it may concern : Reference is made to the above -referenced registration statement (the “Registration Statement”) of VAST SOLAR PTY LTD (the “Issuer”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to a proposed business combination involving a merger, consolidatio n, exchange of securities, acquisition of assets, or similar transaction involving a special purpose acquisition company and one or more target companies (the “Transaction”) . The Registration Statement has not yet been declared effective as of the date of this letter. This letter is to advise you that , effective as of the date of this letter, our firm has resigned from , or ceased or refused to act in, every capacit y and relationship in which we were described in the Registration Statement as acting or agr eeing to act (including, without limitation, any capacity or relationship ( i) required to be described under Paragraph (5) of Schedule A of the Securities Act or (ii) for which consent is required under Section 7 of the Securities Act) with respect to the Transaction . Therefore, we hereby advise you and the Issuer , pursuant to Section 11(b)(1) of the Securities Act, that none of our firm , any person who controls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the Secu rities Exchange Act of 1934 , as amended ) or any of its affiliates (within the meaning of Rule 405 under the Securities Act ) will be responsible for any part of the R egistration Statement. This notice is not intended to constitute an acknowledgment or admis sion that we have been or are an underwriter (within the meaning of Section 2(a)( 11) of the Securities Act or the rules and regulations promulgated thereunder ) with respect to the Transaction . Sincerely, CITIGROUP GLOBAL MARKETS INC. By: _____________________ Name: Pavan Bellur Title: Managing Director Enclosures cc: NABORS ENERGY TRANSITION CORP.