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May 18, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street NE

Washington, D.C. 20549

 Attn: Stephany Yang

Ernest Greene

Eranga Dias

Asia Timmons-Pierce

 Re: Vast Solar Pty Ltd

Draft Registration Statement on Form F-4

Submitted March 31, 2023

CIK No. 0001964630

Ladies and Gentlemen:

On behalf of our client,
Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company” or “Vast”), we are writing to submit the
Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and
Exchange Commission (the “Staff”) with respect to the above-referenced draft registration statement on Form F-4
submitted on March 31, 2023 (the “DRS”), contained in the Staff’s letter dated April 28, 2023 (the “Comment
Letter”).

The Company has publicly filed
via EDGAR its registration statement on Form F-4 (the “Registration Statement”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to
page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration
Statement.

United States Securities and exchange Commission
 May 18, 2023

Draft Registration Statement on Form F-4 submitted
March 31, 2023

Table of Contents, page i

 1. Please include the Index to Financial Statements in the Table of Contents.

Response: In response to the
Staff’s comment, the Company has included the Index to Financial Statements in the Table of Contents on page ii.

What interests do the current officers and directors
of NETC have in the Business Combination?, page 14

 2. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the
company’s officers and directors, if material. Please be sure to reflect the extension loans and working capital contributions discussed
on pages 277-278.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 16-17, 39-40, 96-97, 145-146 and 223-224 of the Registration Statement to quantify
the dollar amount and describe the nature of the risks borne by NETC Sponsor, NETC’s directors and officers and their affiliates.

 3. Please revise to also include value of the securities as of the most recent practicable date.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 16-17,  39-40, 96-97, 145-146 and 223-224 of the Registration Statement to include
the value of the securities as of the most recent practicable date.

Do I have redemption rights…, page 17

 4. We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 14, 18, 37, 94, 143 and 221 of the Registration Statement
to clarify that these shareholders did not receive any consideration in connection with the waiver of their redemption rights.

Summary, page 25

 5. We note your disclosure on pg. 37 that “[a]ppraisal rights are not available to holders of shares
of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock in connection with the Business Combination.”
Please revise this section to include a cross-reference to the information provided pursuant to Item 18 or 19 of Form F-4. See Item 3(j)
of Form F-4.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on page 41 of the Registrations Statement to include a cross-reference
to the information provided in response to Item 18 of Form F-4.

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United States Securities and exchange Commission
 May 18, 2023

Interests of Certain Persons in the Business Combination,
page 35

 6. We note that Vast has entered into Services Agreement(s) and Development Agreement(s). To the extent
that the SPAC’s sponsor, its officers and directors, and their affiliates are either parties to or have an interest in these agreements,
quantify the aggregate value of all payments and reimbursements, including amounts due. Please highlight the risk that the SPAC’s
sponsor, its officers and directors, will benefit from the completion of a business combination to the extent that these agreements are
contingent on the consummation of the business combination. Please also file the Services Agreement and Development Agreement as exhibits
to the registration statement.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 15-16, 38, 56, 95, 144, 222 of the Registration Statement to
address the interest of the sponsor, its officers and directors and their affiliates in the Services Agreement and Development Agreement.
The Company respectfully advises the Staff that the Service Agreement and Development Agreement are included on the Exhibit Index as Exhibits
10.5 and 10.6, respectively, and are filed with the Registration Statement.

Risks Related to Ownership of Vast’s Securities,
page 76

 7. We note your disclosure relating to your private and public warrants. Please revise this section to
add a risk factor to prominently highlight the material risks to public warrant holders, including those arising from differences between
private and public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem
public warrants.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 81-82 of the Registration Statement to include a risk factor highlighting
the difference between private and public warrants and clarify that recent common stock trading prices have not exceeded the threshold that would allow the company to redeem public warrants.

Background of the Business Combination, page 119

 8. Please revise your disclosure in this section to include negotiations relating to material terms of
the transaction, including, but not limited to, structure, consideration, proposals and counter-proposals, size of PIPE, minimum cash
condition, and termination fee. In your revised disclosure, please explain the reasons for the terms, each party’s position on the
issues, and how you reached agreement on the final terms.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 123-131 of the Registration Statement to include additional details
related to these negotiations.

 9. We note your disclosure that over several weeks Vast and Nabors exchanged several drafts related to
resolve issues raised by the parties on the documents related to the convertible notes financing. Please revise to disclose the issues
raised and the each party’s position.

Response: In response to
the Staff’s comment, the Company has revised the disclosure on pages 124-130 of the Registration Statement to include
additional details related to the convertible notes financing.

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United States Securities and exchange Commission
 May 18, 2023

NETC Board’s Consideration of and Reasons
for Approving the Business Combination, page 122

 10. We note that you did not obtain a fairness opinion from your financial advisor, Guggenheim Securities.
Please revise your disclosure to provide a more detailed description of the role of Guggenheim Securities in the transaction; the level
of diligence Guggenheim Securities performed in connection with the transaction; fees Guggenheim Securities will receive upon completion
of the business combination and any amount that is contingent upon completion of the transaction; a clear description of any additional
services Guggenheim Securities or its affiliates provided in connection with the transaction; a description of any services Guggenheim
Securities has provided to the target or affiliates of the parties including other SPACs associated with the same sponsor.

Response: In response to the
Staff’s comments, the Company has revised pages 131-132 of the Registration Statement.

In addition, Vast management provided the following
assumptions…, page 128

 11. We note that your disclosure includes two sets of assumptions provided by Vast. One for “the
revenue Vast expects to realize from the deployment of a ‘typical’ CSP plant using Vast technology” and another for
 “average EBITDA margin that they expect to generate.” Please revise to provide greater specificity concerning the material
assumptions underlying Vast’s projections, including quantifying the assumptions, and to clearly explain how the assumptions relate
to the projected information. Also, considering your historical revenues to date, please explain why you believe the projected information
is reasonable.

Response: In response to the
Staff’s comment, the Company has revised page 139-141 of the Registration Statement to provide additional details regarding the material
assumptions underlying Vast’s projections.

The table below summarizes Vast’s estimated
cumulative free cash flow…, page 129

 12. Please revise to disclose the date the financial projections and assumptions were provided by Vast.

Response: As noted on page
131-132 of the Registration Statement, in approving the Business Combination, the NETC Board did not rely upon valuation analyses
informed by financial projections provided by Vast. Instead, the NETC Board reviewed valuation analyses that NETC management deemed
more relevant for a development-stage company with limited operations and revenues like Vast, including the Comparable Companies
Analysis, the Invested Capital Analysis and the Scenario Analysis summarized in “NETC Board’s Considerations of and
Reasons for Approving the Business Combination.” The Scenario Analysis compared the proposed value of the transaction and the
pro forma enterprise value of the combined company to the net present value of the free cash flow that Vast could generate based on
unit economics and profitability of a single hypothetical Vast plant provided by Vast and a range of CSP deployment scenarios using
an assumed CSP market forecast based on information prepared by the International Energy Agency and a top-tier international
management consulting firm. While no financial projections were provided by Vast to NETC, the Company has revised pages 139-140 of the
Registration Statement to clarify that the unit economics and profitability assumptions of a single hypothetical Vast plant were
provided by Vast on October 18, 2022.

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United States Securities and exchange Commission
 May 18, 2023

 13. Explain how management and the Board relied upon the forecasts and how they determined that they are
reasonable, particularly in light of the length of the forecast. Specifically, address the reliability of the projections related to the
later years presented.

Response: As noted in
response to Comment #12 above and on page 131-132 of the Registration Statement, in approving the Business Combination, the NETC
Board did not rely upon valuation analyses that informed by financial projections provided by Vast. Instead, the NETC Board reviewed
valuation analyses that NETC management deemed more relevant for a development-stage company with limited operations and revenues
like Vast, including the Comparable Companies Analysis, the Invested Capital Analysis and the Scenario Analysis summarized in
“NETC Board’s Considerations of and Reasons for Approving the Business Combination.” While NETC management and the
NETC Board found it useful to compare the proposed value of the transaction and the pro forma enterprise value of the combined
company to the net present value of the free cash flow that Vast could generate based on unit economics and profitability of a
single hypothetical Vast plant provided by Vast and a range of CSP deployment scenarios using an assumed CSP market forecast based
on information prepared by the International Energy Agency and a top-tier international management consulting firm as a way to
compare Vast’s market opportunity to the value of the transaction and the combined company, the Scenario Analysis was one of a
multitude of factors and analyses that the NETC Board considered in approving the Business Combination. As noted on pages 139-142
of the Registration Statement, the information set forth in the Scenario Analysis was based on numerous variables and assumptions
that are difficult to predict and inherently uncertain. The Scenario Analysis is not intended to be, and should not be viewed as, a
projection or forecast of Vast’s or the combined company’s future financial performance, and the NETC Board and NETC
management did not, and investors should not, consider the Scenario Analysis to be predictive of actual future results. The Company
has revised pages 139-142 of the Registration Statement to further clarify this point.

Impact of Substantial Redemptions on the Business
Combination, page 137

 14. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming shareholders
assuming maximum redemptions and identify any material resulting risks.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 82 and 151-152 of the Registration Statement. Additionally, the
Company has included an additional risk factor titled “NETC stockholders who redeem their shares of NETC Common Stock may continue
to hold any NETC public warrants that they own, which will result in additional dilution to non-redeeming NETC stockholders’ ownership
in Vast upon exercise of such public warrants, as applicable” on page 82 of the Registration Statement.

Subscription Agreements, page 178

 15. We note that 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. Revise the disclosure to discuss the key terms
of any convertible securities and disclose the potential impact of those securities on non-redeeming shareholders.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 192-193 of the Registration Statement to include
additional disclosure regarding the Senior Convertible Notes. In addition, the Company has revised the disclosure on pages 148-150 to disclose the potential impact of the Senior Convertible Notes
on non-redeeming shareholders.

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United States Securities and exchange Commission
 May 18, 2023

Unaudited Pro Forma Combined Financial Information

Anticipated Accounting Treatment, page 182

 16. We note your disclosure on pages 38, 140, and 182 that legacy Vast shareholders or Vast’s current
majority shareholder will have the largest voting interest under each of the scenarios in the pro forma information. Please explain how
the legacy Vast shareholders will have the largest voting interest under the no redemptions scenario as the current NETC public stockholders
appear to have 51.1% ownership in shares under such scenario. Please explain the impact on your conclusion regarding your determination
of the accounting acquirer.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 42, 154 and 197 of the Registration Statement to state that Vast’s
majority shareholder will have the largest voting interest under all scenarios. Following the redemptions in connection with the Extension Meeti