Correspondence 0001104659-23-110686 from Vast Renewables Ltd (VSTE, VSTEW) (CIK 0001964630)
Vast Renewables Ltd (VSTE, VSTEW) (CIK 0001964630)
Date: Oct. 23, 2023 · CIK: 0001964630 · Accession: 0001104659-23-110686
AI Filing Summary & Sentiment
File numbers found in text: 333-272058
Referenced dates: October 13, 2023
Letter
October 23, 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
Amendment No. 2 to Registration Statement on Form F-4
Filed September 29, 2023
File No. 333-272058
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 registration statement on Form F-4 filed on September 29, 2023, contained in the Staff’s letter dated October 13, 2023 (the “Comment Letter”).
The Company has publicly filed via EDGAR its third amended registration statement on Form F-4 (the “Third Amended 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 (or separately addressed part thereof) 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 Third Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Third Amended Registration Statement.
United States Securities and exchange Commission
October 23, 2023
Amendment No. 2 to Registration Statement on Form F-4 filed September 29, 2023
Note 9. Subsequent Events, page F-103
1. We note your disclosure on page 4 that the date by which NETC has to consummate an initial business combination was extended to September 18, 2023 and again to October 18, 2023. Please revise your footnote to disclose these subsequent events or tell us why these extensions should not be disclosed in the financial statements.
Response: In response to the Staff’s comment, we respectfully note that Note 9 – Subsequent Events in the notes to financial statements of NETC included in Amendment No. 2 to the Registration Statement on Form F-4 (“Amendment No. 2”) is from the unaudited financial statements as of, and for the three and six months ended June 30, 2023, included in NETC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, which was filed with the Commission on August 9, 2023 (the “NETC Form 10-Q”). The extensions of the date by which NETC has to consummate an initial business combination to September 18, 2023 and subsequently to October 18, 2023, did not occur until after the date on which these financial statements were issued and filed with the Commission as part of the NETC Form 10-Q. As noted on page 4 of Amendment No. 2, these extensions occurred on August 16, 2023 and September 14, 2023, respectively. Accordingly, these extensions were not disclosed as subsequent events as they had not occurred at the time the financial statements were issued.
General
2. Please provide us with any correspondence between Citi and NETC relating to Citi’s resignation.
Response: We respectfully advise the Staff that certain material correspondence regarding the waiver of deferred underwriting fees between Citi and NETC was provided to the Staff as supplemental materials on June 28, 2023. The only subsequent communication regarding Citi’s resignation between Citi and NETC was the letter provided by Citi to the Staff on September 12, 2023, in connection with which NETC was provided a copy. Concurrently herewith, we are providing such letter to the Staff under separate cover.
* * *
Please do not hesitate to contact Elliott Smith at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
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CORRESP
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filename1.htm
October 23, 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
Amendment No. 2 to Registration Statement on Form F-4
Filed September 29, 2023
File No. 333-272058
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 registration statement on Form F-4 filed on September
29, 2023, contained in the Staff’s letter dated October 13, 2023 (the “Comment Letter”).
The Company has publicly filed
via EDGAR its third amended registration statement on Form F-4 (the “Third Amended 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
(or separately addressed part thereof) 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 Third Amended Registration Statement. Capitalized
terms used but not defined herein have the meanings set forth in the Third Amended Registration Statement.
United States Securities and exchange Commission
October 23, 2023
Amendment No. 2 to Registration Statement on Form
F-4 filed September 29, 2023
Note 9. Subsequent Events, page F-103
1. We note your disclosure on page 4 that the date by which NETC has to
consummate an initial business combination was extended to September 18, 2023 and again to October 18, 2023. Please revise your
footnote to disclose these subsequent events
or tell us why these extensions should not be disclosed in the financial statements.
Response: In response to
the Staff’s comment, we respectfully note that Note 9 – Subsequent Events in the notes to financial statements of NETC included
in Amendment No. 2 to the Registration Statement on Form F-4 (“Amendment No. 2”) is from the unaudited financial statements
as of, and for the three and six months ended June 30, 2023, included in NETC’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2023, which was filed with the Commission on August 9, 2023 (the “NETC Form 10-Q”). The extensions of the date by
which NETC has to consummate an initial business combination to September 18, 2023 and subsequently to October 18, 2023, did not occur
until after the date on which these financial statements were issued and filed with the Commission as part of the NETC Form 10-Q. As
noted on page 4 of Amendment No. 2, these extensions occurred on August 16, 2023 and September 14, 2023, respectively. Accordingly, these
extensions were not disclosed as subsequent events as they had not occurred at the time the financial statements were issued.
General
2. Please provide us with any correspondence between Citi and NETC relating to Citi’s resignation.
Response: We respectfully advise the Staff
that certain material correspondence regarding the waiver of deferred underwriting fees between Citi and NETC was provided to the Staff
as supplemental materials on June 28, 2023. The only subsequent communication regarding Citi’s resignation between Citi and NETC
was the letter provided by Citi to the Staff on September 12, 2023, in connection with which NETC was provided a copy. Concurrently herewith, we are providing such letter to the Staff under separate cover.
* * *
Please do not hesitate to
contact Elliott Smith at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
White & Case LLP
cc: Alec Waugh, Vast Solar Pty Ltd
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