SEC Comment Letter 0000000000-23-012094 to Vast Renewables Ltd (VSTE, VSTEW) (CIK 0001964630)
Vast Renewables Ltd (VSTE, VSTEW) (CIK 0001964630)
Date: Nov. 3, 2023 · CIK: 0001964630 · Accession: 0000000000-23-012094
AI Filing Summary & Sentiment
File numbers found in text: 333-272058
Letter
United States securities and exchange commission logo November 3, 2023 Anthony Petrello Chief Executive Officer Vast Solar Pty Ltd 226-230 Liverpool Street Darlinghurst, NSW 2010 Australia Re:Vast Solar Pty Ltd Amendment No. 3 to Registration Statement on Form F-4 Filed October 23, 2023 File No. 333-272058 Dear Anthony Petrello: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 13, 2023 letter. Amendment No. 3 to Registration Statement on Form F-4 What interests do the current officers and directors of NETC have in the Business Combination?, page 17 1.Please quantify the value of the 350,000 Vast Ordinary Shares to be issued to Nabors as an Incremental Funding Commitment Fee at Closing. Ownership of Vast after Closing, page 39 2.We note your disclosure of total pro forma book value as of June 30, 2023 on pages 12 and 39. The amounts appear to represent total liabilities and equity, rather than total equity. Please revise your total pro forma book value and pro forma book value per share as applicable or advise.
FirstName LastNameAnthony Petrello Comapany NameVast Solar Pty Ltd November 3, 2023 Page 2 FirstName LastName Anthony Petrello Vast Solar Pty Ltd November 3, 2023 Page 2 Background of the Business Combination , page 129 3.We note that the parties recently entered into a number of transactions, including, but limited to, backstop arrangement, financing, and waiver to the Business Combination Agreement. Please revise this section to reflect the recent negotiations and transactions. General 4.Please disclose the material terms of the Canberra Subscription, including any fees to be paid by the company to the investor. Please contact Stephany Yang at 202-551-3167 or Ernest Greene at 202-551-3733 if you have questions regarding comments on the financial statements and related matters. Please contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
November 3, 2023
Anthony Petrello
Chief Executive Officer
Vast Solar Pty Ltd
226-230 Liverpool Street
Darlinghurst, NSW 2010
Australia
Re:Vast Solar Pty Ltd
Amendment No. 3 to Registration Statement on Form F-4
Filed October 23, 2023
File No. 333-272058
Dear Anthony Petrello:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 13, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-4
What interests do the current officers and directors of NETC have in the Business Combination?,
page 17
1.Please quantify the value of the 350,000 Vast Ordinary Shares to be issued to Nabors as
an Incremental Funding Commitment Fee at Closing.
Ownership of Vast after Closing, page 39
2.We note your disclosure of total pro forma book value as of June 30, 2023 on pages 12
and 39. The amounts appear to represent total liabilities and equity, rather than total
equity. Please revise your total pro forma book value and pro forma book value per
share as applicable or advise.
FirstName LastNameAnthony Petrello
Comapany NameVast Solar Pty Ltd
November 3, 2023 Page 2
FirstName LastName
Anthony Petrello
Vast Solar Pty Ltd
November 3, 2023
Page 2
Background of the Business Combination , page 129
3.We note that the parties recently entered into a number of transactions, including, but
limited to, backstop arrangement, financing, and waiver to the Business Combination
Agreement. Please revise this section to reflect the recent negotiations and transactions.
General
4.Please disclose the material terms of the Canberra Subscription, including any fees to be
paid by the company to the investor.
Please contact Stephany Yang at 202-551-3167 or Ernest Greene at 202-551-3733 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing