Document and Entity Information
Document and Entity Information | 12 Months Ended |
Jun. 30, 2023 | |
Document and Entity Information [Abstract] | |
Document Type | F-1 |
Entity Registrant Name | Vast Renewables Ltd |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001964630 |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF PROF
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||
Revenue from customers | $ 268 | $ 163 |
Grant revenue | 651 | 1,754 |
Total revenue | 919 | 1,917 |
Expenses: | ||
Employee benefits expenses | 2,984 | 2,756 |
Consultancy expenses | 2,134 | 1,934 |
Administrative and other expenses | 8,080 | 1,618 |
Raw materials and consumables used | 600 | 241 |
Depreciation expense | 49 | 47 |
Finance costs, net | 2,518 | 2,119 |
Share in loss of jointly controlled entities | 254 | 10 |
(Gain)/loss on derivative financial instruments | (105) | 3 |
Total expenses | 16,514 | 8,728 |
Net loss before income tax | (15,595) | (6,811) |
Income tax benefit | 378 | 618 |
Net loss | (15,217) | (6,193) |
Gain on foreign currency translation | 891 | 1,379 |
Total comprehensive loss for the year | $ (14,326) | $ (4,814) |
Loss per share: | ||
Basic loss per share (in dollars per share) | $ (0.61) | $ (0.25) |
Diluted loss per share (in dollars per share) | $ (0.61) | $ (0.25) |
Weighted-average number of common shares outstanding (in thousands): | ||
Weighted average number of ordinary shares used as the denominator in calculating basic loss per share (in shares) | 25,129 | 25,129 |
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share (in shares) | 25,129 | 25,129 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,060 | $ 423 |
Trade and other receivables | 314 | 81 |
R&D tax incentive receivable | 638 | 714 |
Prepaid expenses | 44 | 31 |
Total current assets | 3,056 | 1,249 |
Non-current assets: | ||
Investment in joint venture accounted for using the equity method | 1,300 | 1,597 |
Loans and advances to related parties | 225 | 43 |
Property, plant and equipment | 30 | 19 |
Right-of-use-assets | 45 | 81 |
Total non-current assets | 1,600 | 1,740 |
Total assets | 4,656 | 2,989 |
Current liabilities: | ||
Borrowings | 19,812 | |
Derivative financial instruments | 18 | |
Trade and other payables | 5,622 | 1,544 |
Contract liabilities | 2 | 104 |
Lease liabilities | 26 | 37 |
Deferred consideration payable | 955 | 1,578 |
Provisions | 183 | 148 |
Total current liabilities | 26,618 | 3,411 |
Non-current liabilities: | ||
Lease liabilities | 28 | 56 |
Borrowings | 7,134 | 15,632 |
Provisions | 117 | 86 |
Derivative financial instruments | 174 | 32 |
Total non-current liabilities | 7,453 | 15,806 |
Total liabilities | 34,071 | 19,217 |
Equity: | ||
Issued capital | 2,354 | 2,354 |
Share-based payment reserve | 4 | 4 |
Foreign currency translation reserve | 3,285 | 2,394 |
Capital contribution reserve | 4,591 | 3,452 |
Accumulated losses | (39,649) | (24,432) |
Total deficit | (29,415) | (16,228) |
Total liabilities and equity | $ 4,656 | $ 2,989 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Issued Capital | Share-based Payment Reserve | Capital Contribution | Foreign Currency Translation | Accumulated Losses | Total |
At the beginning at Jun. 30, 2021 | $ 2,354 | $ 4 | $ 1,755 | $ 1,015 | $ (18,239) | $ (13,111) |
Net loss | (6,193) | (6,193) | ||||
Other comprehensive income | 1,379 | 1,379 | ||||
Modification of convertible notes, shareholder loan, net of tax | 1,697 | 1,697 | ||||
At the end at Jun. 30, 2022 | 2,354 | 4 | 3,452 | 2,394 | (24,432) | (16,228) |
Net loss | (15,217) | (15,217) | ||||
Other comprehensive income | 891 | 891 | ||||
Modification of convertible notes, shareholder loan, net of tax | 1,139 | 1,139 | ||||
At the end at Jun. 30, 2023 | $ 2,354 | $ 4 | $ 4,591 | $ 3,285 | $ (39,649) | $ (29,415) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash from operating activities: | ||
Net loss | $ (15,217) | $ (6,193) |
Adjustments to net loss: | ||
Share in loss of jointly controlled entities | 254 | 10 |
Depreciation and amortization expense | 49 | 47 |
Non-cash finance costs recognised in profit or loss | 2,518 | 2,118 |
Unrealised (gain)/loss on derivative financial instruments | (105) | 3 |
Deferred income tax expense/(benefit) | (378) | (618) |
Changes in operating assets and liabilities: | ||
Trade and other receivables | (233) | 68 |
Prepaid expenses | (13) | (28) |
R&D tax incentive receivable | 76 | 35 |
Contract liabilities | (102) | 104 |
Trade and other payables | 4,079 | 1,149 |
Deferred income | (1,037) | |
Provisions | 66 | 17 |
Foreign exchange differences | (45) | 215 |
Net cash used in operating activities | (9,051) | (4,110) |
Cash flows from investing activities: | ||
Acquisition of interest in joint venture | (67) | |
Interest received | 9 | 1 |
Loans and advances paid to related parties | (144) | (43) |
Purchases of property, plant and equipment | (33) | (15) |
Net cash used in investing activities | (168) | (124) |
Cash flows from financing activities: | ||
Payment of deferred consideration | (607) | |
Proceeds from borrowings | 11,515 | 1,838 |
Repayment of lease liabilities | (37) | (45) |
Net cash generated by financing activities | 10,871 | 1,793 |
Net increase/(decrease) in cash and cash equivalents | 1,652 | (2,441) |
Effect of exchange rate changes on cash | (15) | (234) |
Cash and cash equivalents at the beginning of the year | 423 | 3,098 |
Cash and cash equivalents at the end of the year | $ 2,060 | $ 423 |
General information
General information | 12 Months Ended |
Jun. 30, 2023 | |
General information | |
General information | 1. The consolidated financial statements comprise of Vast Solar Pty Ltd and the entities it controls. Unless the context requires otherwise, references in this report to “we,” “us,” “our,” “the Company,” or “Vast” mean Vast Solar Pty Ltd and the entities it controls. Vast, founded in Sydney, Australia is a clean, renewable energy company specializing in the design and manufacturing of concentrated solar thermal power (CSP) systems to generate carbon free, utility-scale electricity, industrial heat, and green fuels. The Company’s differentiated modular CSP system, utilizing proprietary sodium loop heat transfer technology, provides customers with a solution to the enduring challenge of intermittent renewable energy through 24/7 dispatchable power and heat. Vast’s registered office and principal place of business is as follows: 226-230 Liverpool Street These financial statements were authorised for issue by the Board of Directors of Vast on September 29, 2023. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Jun. 30, 2023 | |
Significant accounting policies | |
Significant accounting policies | 2. a) Compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. In accordance with IAS 21 The effects of change in foreign exchange rates ● The consolidated statements of profit or loss and comprehensive income and statement of cash flows for each year have been translated into US dollars using average foreign currency rates prevailing for the relevant period. ● All assets and liabilities in the consolidated statements of financial position have been translated into US dollars at the exchange rate prevailing at each relevant reporting date. ● The equity section of the consolidated statements of financial position has been translated into US dollars using historical rates i.e. translated using the rates of exchange in effect as of the dates of the various capital transactions. ● All resulting exchange differences arising from the translation are included in other comprehensive income. ● Loss per share has also been restated to US dollars to reflect the presentation currency. The year-end exchange rate used was A$/US$ 1:0.6630 and 1:0.6889 as of June 30, 2023 and June 30, 2022, respectively. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign currency translation reserve Exchange differences arising on performing the above translation procedures are recognised in other comprehensive income and accumulated in a separate reserve within equity referred as foreign currency translation reserve. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Historical cost convention The consolidated financial statements have been prepared on the basis of historical cost, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. b) Going concern Vast incurred a net loss of $15.2 million and $6.2 million for the years ended June 30, 2023 and 2022, respectively and used net cash in operating activities of $9.1 million and $4.1 million for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had net current liabilities of $23.6 million and a net total deficit of $29.4 million. As of June 30, 2023, loans and convertible promissory notes totalling $19.8 million held by the Company’s parent entity, AgCentral Energy Pty Limited (“AgCentral Energy”) due to mature on December 31, 2023, were outstanding and included in the current liabilities. The Company is forecasting that it will continue to incur significant operating cash outflows to fund its expansion and to meet all of its obligations, including interest and principal payments on the outstanding debt. As such, the ability of Vast to continue as a going concern is principally dependent on one or more of the following: (1) Successful completion of the Business Combination as described below; (2) the ability of the Company to meet its cash flow forecasts; and (3) the ability of the Company to raise funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 13, 2023, AgCentral Pty Limited (“AgCentral”), transferred to AgCentral Energy, all interests held in the Company as of that date, represented by ordinary shares, convertible loan notes and investor loans. On February 14, 2023, Vast entered into a Business Combination Agreement (“BCA”) with the intention to merge with and into Nabors Energy Transition Corp (“NETC”), subject to certain conditions. Concurrently with signing of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest. Concurrently with the signing of the BCA, Nabors Lux 2 S.a.r.l., an affiliate of Nabors (“Nabors Lux”) and AgCentral Energy entered into a subscription agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral Energy have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Secured Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. On February 15 and June 27, 2023, Nabors Lux funded its $5.0 million of commitment under the Notes Subscription Agreement. On April 13, 2023, AgCentral Energy funded $2.5 of its $5.0 million commitment under the Notes Subscription Agreement. Nabors Lux and AgCentral Energy also entered into an Equity Subscription Agreement, pursuant to which they agreed to commit up to $15.0 million each (or $30.0 million in aggregate) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral Energy as applicable, pursuant to the Notes Subscription Agreement), in a private placement for Vast common shares at completion of the BCA. Vast may also enter into additional agreements with third parties, for private placements of additional shares or convertible notes (the PIPE financing). On August 15, 2023 AgCentral Energy funded the remaining $2.5 million of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments), securing $10 million of the total financing required under the BCA. c) Revenue is recognised at an amount that reflects the consideration to which Vast is expected to be entitled in exchange for transferring goods to a customer. For each contract with a customer, Vast: ● identifies the contract with a customer; ● identifies the performance obligations in the contract; ● determines the transaction price; ● allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good to be delivered; ● and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Please refer to Note 3 — Revenue from customers for further information on the accounting of the Company’s revenue from contract with customers. All revenue is stated net of the amount of goods and services tax (GST). d) Vast recognises grant income from the contributions received from the government which is measured at the fair value of the consideration received or receivable. Government grants are not recognised until there is reasonable assurance that Vast will comply with the conditions attaching to them and that the grants will be received. Government grants related to income are presented on a gross basis and are recognised in profit or loss on a systematic basis over the periods in which Vast recognises as expenses the related costs which the grants are intended to compensate. Investment allowances and similar tax incentives Vast is entitled to qualifying expenditure under the Research and Development Tax Incentive regime. Vast accounts for such allowances as government grants which means they are recognised in the income over the period in which the related research and development (R&D) expenses are recognised in accordance with IAS 20. Specifically, government grants whose primary condition is that Vast should purchase, construct, or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statements of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets Please refer to Note 4 — Grant income for further information accounting for government grants. e) Finance income from a financial asset is recognised when it is probable that the economic benefits will flow to Vast and the amount of revenue can be measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. f) The Company operates as one operating segment. The Company’s board of directors (Board), who are the chief operating decision maker (CODM), reviews the financial information on a consolidated basis for the purpose of allocating resources and assessing performance. g) (i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position. (ii) Vast also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. The obligation is presented as non-current liabilities under provisions for employee benefits in the consolidated statements of financial position. (iii) The grant-date fair value of equity-settled share-based payment arrangements granted to employees with non-vesting conditions is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Management Equity Plan shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. h) Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statements of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Vast’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. These are recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current tax is also recognised in other comprehensive income or directly in equity, respectively. Where current tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Deferred Income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets. i) Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which are convertible to a known amount of cash and subject to an insignificant risk of change in value, and bank overdrafts. j) Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective ‘basis. The depreciation rates used for each class of depreciable assets are: Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Impairment of assets At the end of each reporting period, Vast reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, Vast estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. k) Provisions are recognised when Vast has a present obligation (legal or constructive) as a result of a past event, it is probable that Vast will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. l) Financial assets and financial liabilities are recognised when Vast becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are measured subsequently in their entirety at either amortised cost. Classification of financial assets Debt instruments that meet the following conditions are measured subsequently at amortised cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Vast’s financial assets at amortised cost includes trade receivables. Amortised cost and effective interest method The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Impairment of financial assets Vast recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. Vast always recognises lifetime expected credit losses (ECL) for trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on Vast’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Derecognition of financial assets Vast derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. Financial liabilities and equities Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the entity are recognised at the proceeds received, net of direct issue costs. Derivative financial instruments Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. Embedded derivatives An embedded derivative is a component of a hybrid contract that also includes a non-derivative host — with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss (FVTPL). Further, such derivatives are initially recognised at fair value and the residual amount is the initial carrying value of the host contract liability. An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months. Other financial liabilities Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. Trade and other payables are recognised and are accrued at year end. Other financial liabilities such as interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Modification of financial liabilities : When the contractual terms of a financial liability are substantially modified, it is accounted for as an extinguishment of the original debt instrument and the recognition of a new financial liability. Quantitatively, a modification to the terms of a financial liability is substantial if the net present value of the cash flows under the modified terms, including any fees paid net of any fees received, is at least 10 percent different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rate. The new debt instrument is recorded at fair value and any difference from the carrying amount of the extinguished liability, including any non-cash consideration transferred, is recorded in profit or loss. If a modification to the terms of a financial liability is not substantial, then the amortised cost of the liability is recalculated as the present value of the estimated future contractual cash flows, discounted at the original effective interest rate. The resulting gains or losses are recognised in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial liability and are amortised over its term. Where the counterparty is a shareholder and changes to terms and conditions were not made to reflect changes in market conditions, the resulting gain or loss from the modification or extinguishment is recognised as a contribution from/distribution to shareholders directly in equity. Derecognition of financial liabilities Vast derecognises financial liabilities when, and only when, Vast’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statements of profit or loss and other comprehensive income. Offsetting of financial instruments Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. m) Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. This is calculated on a cash-settled basis and then accrued for a year end. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows. n) Vast as lessee Vast assesses whether a contract is or contains a lease, at inception of the contract. Vast recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, Vast recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, if this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: ● fixed lease payments (including in substance fixed payments), less any lease incentives receivable; ● variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● the amount expected to be payable by the lessee under residual value guarantees; ● the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and ● payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease The lease liability is presented as a separate line in the consolidated statements of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. Vast remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: ● the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used) ● a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the u |
Revenue from customers
Revenue from customers | 12 Months Ended |
Jun. 30, 2023 | |
Revenue from customers | |
Revenue from customers | 3. Year ended June 30, 2023 2022 (In thousands of US Dollars) Consulting fees $ 170 $ 140 Margin fees 98 23 $ 268 $ 163 Consulting fees Revenue from consulting fees, in relation to the design, engineering and project management services for a solar facility owned by Commonwealth Scientific and Industrial Research Organisation (CSIRO), is recognised based on the actual services provided to them at the end of the reporting period as a proportion of the total services to be provided. Revenue is recognised over time as the customer receives and uses the benefits from consulting services simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours for each project or contract. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenue or costs are reflected in profit or loss in the period in which the circumstances that give rise to the change become known by management. In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by Vast exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. Margin fees In relation to the facility mentioned above, Vast is charging a margin fee in the form of 10% administration and handling fee for the procurement of equipment, components, and materials on behalf of CSIRO. The Company recognises revenue from procurement service at a point in time when goods are acquired and are presented net of relevant gross receipts and gross payments. Disaggregation of revenue from contracts with customers Vast’s revenue is wholly derived in Australia. For the year ended June 30, 2023, most of the revenue from customers was earned from a single customer, CSIRO (all revenue from customers for the year ended June 30, 2022), and all of the company’s grant income was received from the Australian government or its related agencies. Vast’s revenue from the transfer of goods and services over time and at a point in time is as follows: Year Ended June 30, 2023 2022 (In thousands of US Dollars) CSIRO $ 253 $ 163 Other 15 — $ 268 $ 163 Timing of revenue recognition: At a point in time $ 199 $ 23 Over time 69 140 $ 268 $ 163 |
Grant revenue
Grant revenue | 12 Months Ended |
Jun. 30, 2023 | |
Grant revenue | |
Grant revenue | 4. Year Ended June 30, 2023 2022 (In thousands of US Dollars) ARENA grant $ — $ 1,001 R&D tax credit recoveries 651 753 $ 651 $ 1,754 a) ARENA grant Contributions have been received from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30MW concentrated solar thermal power reference plan variation contract (variation funding agreement) and associated R&D activities. See Note 21 — Contingent assets, liabilities & commitments. Government grants are deferred when received and subsequently recognised in profit or loss in line with the recognition of expenses for which the grants were intended to compensate. As of June 30, 2023 and 2022, respectively, no grant income was deferred on the balance sheet, all of the deferred grant income as of June 30, 2021 has been recognised in profit during the year ended June 30, 2022 ($1.0 million). b) Research and Development tax incentives In order to encourage the industry to invest more in R&D, the Australian government offers a tax incentive that reduces the Company’s R&D costs by offering tax offsets for eligible R&D expenditure. Under the R&D Tax Incentive, Vast is eligible to receive a refundable R&D tax offset in respect of its eligible R&D expenditure. R&D tax incentives Year Ended June 30, 2023 2022 (In thousands of US Dollars) Refundable R&D tax offset for the year $ 651 $ 753 R&D Tax credit recoveries recognised as grant income $ 651 $ 753 |
Expenses
Expenses | 12 Months Ended |
Jun. 30, 2023 | |
Expenses | |
Expenses | 5. Net loss includes the following expenses: Year Ended June 30, 2023 2022 (In thousands of US Dollars) Raw materials and consumables used: Raw materials and consumables cost $ 572 $ 205 Power and fuel expense 28 36 600 241 Consultancy expenses: Consulting – Corporate 926 760 Consulting – Projects 1,208 1,174 2,134 1,934 Administrative and other expenses: Legal and accounting expenses 7,151 1,163 Subscriptions, software and licences 239 137 Travelling expenses 253 84 Marketing expenses 111 58 Other expenses 326 176 8,080 1,618 Employee benefits expenses: Salaries and wages 2,554 2,412 Superannuation 242 215 Payroll tax 111 92 Employee entitlements – annual leave (AL) 42 15 Employee entitlements – long service leave (LSL) 34 22 Share-based payment — — $ 2,984 $ 2,756 During the years ended June 30, 2023 and 2022, Vast incurred research and development related expenses of $1.50 million and $2.13 million respectively, which are included within the expenditure categories above as they do not meet the capitalisation requirements of IAS 38 Intangible Assets |
Income tax benefit
Income tax benefit | 12 Months Ended |
Jun. 30, 2023 | |
Income tax benefit | |
Income tax benefit | 6. Year Ended June 30, 2023 2022 (In thousands of US Dollars) Current tax expense $ — $ — Deferred tax expense Decrease/(increase) in deferred tax assets 176 (91) (Decrease)/increase in deferred tax liabilities (554) (527) (378) (618) Income tax (expense) / benefit $ 378 $ 618 Reconciliation of income tax benefit Year Ended June 30, 2023 2022 (In thousands of US Dollars) Loss before income tax: $ (15,595) $ (6,811) Income tax benefit calculated at 25 % (3,899) (1,703) Add: Non-deductible expenses 1,401 60 Add: Tax losses not recognised 1,907 781 Add: Accounting expenditure subject to R&D 374 432 Less: R&D tax recovery (163) (188) Income tax benefit $ (378) $ (618) As per Note 4 — Grant revenue, Vast is entitled to R&D offsets for qualifying R&D expenditure. These offsets are recorded as income rather than a credit to tax expense, and relevant adjustments have been shown in the reconciliation above as a result. The standard rate of corporations’ tax applied to taxable profit is 25% for the years ended June 30, 2023 and 2022. Tax losses Vast has unused tax losses of $12.55 million for which no deferred tax asset has been recognised, with potential future tax benefits of $3.14 million. Deferred tax assets have not been recognised for the unused tax losses as they are not likely to generate taxable income in the foreseeable future. They can be carried forward indefinitely subject to eligibility conditions. During the year ended June 30, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the de-SPAC process. Current & deferred tax liabilities/assets Year Ended June 30, 2023 2022 (In thousands of US Dollars) Current tax assets R&D tax incentive receivable $ 638 $ 714 638 714 Deferred tax assets 419 618 Deferred tax liabilities (419) (618) Net deferred tax (liability)/asset $ — $ — Deferred tax balance movement for the year ended June 30, 2023: a) Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 2023 (In thousands of US Dollars) Derivative financial instruments $ 8 $ (8) $ — $ — $ — Contract liabilities 26 (24) — (1) 1 Lease liabilities 23 (9) — (1) 13 Share of loss of equity-accounted investee 2 13 — — 15 Unused tax losses carryforwards 466 (58) — (18) 390 Provisions and accruals 93 (90) — (3) — Deferred tax assets $ 618 $ (176) $ — $ (23) $ 419 b) Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 2023 (In thousands of US Dollars) Borrowings – convertible notes $ (585) $ 551 $ (378) $ 22 $ (390) Property, plant and equipment (5) (3) — — (8) Right of use asset (20) 10 — — (10) Prepaid expenses (8) (4) — 1 (11) $ (618) $ 554 $ (378) $ 23 $ (419) Deferred tax balance movement for the year ended June 30, 2022: a) Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 2022 (In thousands of US Dollars) Derivative financial instruments $ 8 $ 1 $ — $ (1) $ 8 Deferred income 259 (223) — (10) 26 Lease liabilities 35 (9) — (2) 23 Share of loss of equity-accounted investee — 3 — (1) 2 Unused tax losses carryforwards 220 278 — (32) 466 Provisions and accruals 59 41 — (7) 93 Deferred tax assets $ 581 $ 91 $ — $ (53) $ 618 b) Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 2022 (In thousands of US Dollars) Borrowings – convertible notes $ (544) $ 527 $ (618) $ 50 $ (585) Property, plant and equipment (4) (1) — — (5) Right of use asset (32) 8 — 4 (20) Prepaid expenses (1) (7) — — (8) $ (581) $ 527 $ (618) $ 54 $ (618) |
Loss per share
Loss per share | 12 Months Ended |
Jun. 30, 2023 | |
Loss per share | |
Loss per share | 7. Year Ended June 30, 2023 2022 (In thousands of US Dollars, except per share amounts) Basic loss per share Basic loss per share (0.61) (0.25) Diluted loss per share Diluted loss per share (0.61) (0.25) Reconciliations of loss used in calculating loss per share Basic loss per share Net loss (15,217) (6,193) Diluted loss per share Loss used in calculating diluted loss per share (15,217) (6,193) Weighted average number of shares used as the denominator (in thousands) Weighted average number of ordinary shares used as the denominator in calculating basic loss per share 25,129 25,129 Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share 25,129 25,129 The convertible notes disclosed in Note 11 — Borrowings have not been included in the calculation of diluted loss per share because they are antidilutive for the years ending June 30, 2023 and 2022 due to Vast being in a loss making position. The convertible notes could potentially dilute basic earnings per share in the future. |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Jun. 30, 2023 | |
Trade and other receivables | |
Trade and other receivables | 8. Year ended June 30, 2023 2022 (In thousands of US Dollars) Trade receivables $ 4 $ 4 Goods and Service Tax receivable 204 77 Other receivables 106 — $ 314 $ 81 The trade receivables are recognised at their carrying value less any expected credit losses. Vast’s average credit period is 30 days. Expected credit losses are recognised against trade receivables based on specific irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position. The primary customers of Vast are Government organisations and a large Australian state-owned electricity generator. There have been no issues with payment collections or any experiences of default with Vast’s customers. Accordingly, there are no expected credit losses for 2023 and 2022. |
Contract liabilities
Contract liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Contract liabilities | |
Contract liabilities | 9. June 30, 2023 2022 (In thousands of US Dollars) Unearned revenue 2 104 |
Trade and other payables
Trade and other payables | 12 Months Ended |
Jun. 30, 2023 | |
Trade and other payables | |
Trade and other payables | 10. June 30, 2023 2022 (In thousands of US Dollars) Trade payables 1,264 1,041 Accrued expenses 4,280 137 Advance received for procurement — 366 Other payables 78 — 5,622 1,544 |
Borrowings
Borrowings | 12 Months Ended |
Jun. 30, 2023 | |
Borrowings | |
Borrowings | 11. June 30, 2023 June 30, 2022 Current Non-current Current Non-current (In thousands of US Dollars) Loan – Convertible Note 3 8,762 — — 8,883 Loan – Convertible Note 4 4,405 — — 3,937 Loan – Convertible Note 5 1,114 — — 1,124 Loan – Senior Convertible Note — 7,134 — — Loan from shareholder 5,531 — — 1,688 19,812 7,134 — 15,632 Vast has granted AgCentral Energy security over all its assets in respect of all liabilities owed to AgCentral Energy. a) Below is the detailed breakdown of the face value for each convertible note issuance (excluding the issuance of incremental notes by way of capitalised coupon payments) and the timing of their respective tranche payments: Face Total Face Value Total Face value per note value (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) US Dollars) Convertible Note 3 349.34 1 June 30, 2016 26,802 9,363 6,548 2 September 15, 2016 715 250 172 3 November 23, 2016 715 250 170 9,863 6,890 Convertible Note 4 17.68 1 January 18, 2018 62,216 1,100 876 2 January 31, 2018 5,656 100 81 3 February 7, 2018 11,312 200 158 4 February 26, 2018 8,484 150 118 5 March 23, 2018 25,452 450 347 6 May 23, 2018 11,313 200 151 7 May 28, 2018 11,313 200 152 8 June 12, 2018 47,511 840 640 9 September 10, 2019 105,602 1,867 1,280 10 September 25, 2019 70,701 1,250 848 6,357 4,651 Convertible Note 5 0.01 1 August 11, 2020 87,500,000 875 628 2 April 27, 2021 87,500,000 875 682 1,750 1,310 Senior Convertible Note USD1.00 1 February 15, 2023 2,500,000 3,604 2,500 2 April 13, 2023 2,500,000 3,731 2,500 3 June 27, 2023 2,500,000 3,725 2,500 11,060 7,500 29,030 20,351 Convertible Notes 3, 4 and 5 issued by Vast were subjected to the same terms, which are as follows: 1. The Noteholder is AgCentral Energy Pty Ltd, the parent entity of Vast Solar Pty Ltd. 2. The Noteholder can elect to convert any or all outstanding convertible notes into ordinary shares by providing written notice to Vast. Each outstanding note can be converted into one ordinary share (‘conversion’). 3. Coupon interest is payable at the rate of 8% per annum on the principal outstanding. Interest accrues daily and is payable every six months . 4. Within the first 18 months of issuance, Vast has the option to settle interest payments in cash or by issuance of additional convertible notes. After the first 18 months, the Noteholder has the option to choose settlement of interest by payment in cash or by issuance of additional convertible notes (‘interest settlement’). As of June 30, 2023, there has been no conversion election from the Noteholder. 5. The latest modified maturity date of all convertible notes was October 31, 2021 prior to the extensions noted below. On June 25, 2021, Vast received an interest waiver from the noteholder, where interest was forgiven from January 1, 2021 to December 31, 2021 on all convertible notes along with a revised maturity date of December 31, 2022. On May 24, 2022, Vast received another interest waiver, where interest was forgiven from January 1, 2022 to December 31, 2022 on all convertible notes, along with a revised maturity date of December 31, 2023. Further, on June 30, 2023, Vast received another interest waiver, where interest on Convertible notes 3, 4 and 5 was forgiven from January 1, 2023 to the earlier of the effective date of the BCA and December 31, 2023. Senior Convertible Notes issued by Vast were subjected to the following terms: 1. The Noteholder of Tranche 2 is AgCentral Energy Pty Ltd, the parent entity of Vast Solar Pty Ltd. The Noteholder of Tranches 1 and 3 is Nabors Lux 2 S.a.r.l. 2. The Senior Convertible Notes will accrue interest at 4% per annum, ceasing when the Senior Convertible Notes are either redeemed or converted into ordinary shares. Interest is payable six months in arrears. The Company may, at its discretion (but with notice to the Noteholders), pay interest in cash or capitalise interest to the principal amount outstanding for each Senior Convertible Note. 3. If the Company undergoes a business combination, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price based on the market price of shares at a 25% discount. 4. If the Company undergoes a Special Purpose Acquisition Company (“SPAC”) transaction, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price fixed at $10.20 . 5. If the Company undergoes an event of default or change of control, the Noteholders may choose to either redeem the Senior Convertible Notes for cash or convert them into ordinary shares. In a conversion event, the conversion price will be based on the market price of shares at a 25% discount. 6. The conversion of the notes is at the discretion of Vast (other than in a scenario where conversion is mandated), if they are held to maturity. Each Senior Convertible Note has a term of 18 months from the date of issuance. Vast evaluates its issuance of each convertible note to determine if the components qualify as derivatives requiring separate recognition in its financial statements as noted in Note 2(l) — Significant accounting policies — Financial instruments. The Company has determined the conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the convertible notes at amortised cost, with interest expense recognised on an effective yield basis over the tenure of convertible notes. The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statement of profit or loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period. In relation to the modifications to Convertible Notes 3, 4 and 5, the noteholder agreed to the change to the terms and conditions, which included interest waivers and term extensions, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions as referenced in Note 2(r) — Significant accounting policies — Contributed equity were therefore recognised directly in equity as a capital contribution in their capacity as owner. The fair value of the convertible notes are approximate to their carrying amounts as at June 30, 2023 and June 30, 2022. Refer Note 24(d) — Related party transactions — Transactions with other related parties for detailed breakdown in relation to such convertible notes issued by the Company. The embedded derivative as part of such hybrid contracts i.e. convertible notes have been tabulated below: June 30, Component Particulars 2023 2022 (In thousands of US Dollars) Embedded derivative Convertible Note 3 — — Convertible Note 4 — 1 Convertible Note 5 18 31 Senior Convertible Note 174 — 192 32 Interest expense by applying respective effective interest rate applicable to the tranches Convertible Note 3 950 1,003 Convertible Note 4 995 953 Convertible Note 5 127 135 Senior Convertible Note 94 — 2,166 2,091 The average effective interest rate applied during the year ended June 30, 2023 is 24.31% (year ended June 30, 2022: 25.37%). b) During the year, Vast received interest free loans without any covenants of approximately $4.0 million ($AUD5.9 million) from its shareholder to fund its short-term working capital requirements. As of June 30, 2023 the maturity date of all the shareholder loans were the earlier of December 31, 2023 and the effective date of the BCA, with all other terms remaining unchanged. The gains arising as a result of the extension of maturity and obtaining funding at off-market terms were recognised directly in equity as a contribution by owners in their capacity as owners. Refer to Note 2(r) — Significant accounting policies — Contributed equity for the accounting policy and Note 24(d) — Related party transactions — Transactions with other related parties for detailed breakdown in relation to such shareholder loans. Due to the short-term nature of the loan from shareholder, the fair value approximates to the carrying amount as at June 30, 2023. The average effective interest rate applied during the year ended June 30, 2023 is 6.47% (year ended June 30, 2022: 5.05%). |
Interest in other entities
Interest in other entities | 12 Months Ended |
Jun. 30, 2023 | |
Interest in other entities | |
Interest in other entities | 12. a) Ownership Place of interest Name Type incorporation 2023 2022 Neptune Merger Sub, Inc. Subsidiary United States 100 % 0 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 0 % Vast Solar Aurora Pty Ltd Subsidiary Australia 100 % 100 % Vast Solar 1 Pty Ltd Subsidiary Australia 100 % 100 % Vast Solar Consulting Pty Ltd Subsidiary Australia 100 % 100 % Vast has six wholly owned subsidiaries, incorporated in Australia and the United States as at June 30, 2023 (four as at June 30, 2022). It has share capital consisting solely of ordinary shares that are held directly by Vast and the proportion of ownership interests held equals the voting rights held by Vast. NWQHPP Pty Ltd, Vast Solar 1 Pty Ltd and Vast Solar Consulting Pty Ltd are non-operational, with no activities performed during the years ended June 30, 2023 and 2022. Solar Methanol 1 Pty Ltd was incorporated during the year ended June 30, 2023 and is non-operational with no activities performed during the year. During the year ended June 30, 2023 Vast formed Solar Methanol 1 Pty Ltd, wholly owned subsidiary incorporated in Australia, and Neptune Merger Sub, Inc., a Delaware corporation. Under the steps of the BCA, it is intended that Neptune Merger Sub, Inc. merges with and into the SPAC, with the SPAC surviving the merger as a wholly owned subsidiary of Vast. b) i. Vast is a participant (50%) in the North-west Queensland Hybrid Power Project (NWQHPP) and entered into a Joint Development Agreement with a large Australian state-owned electricity generator (joint operator) for an independent pre-feasibility analysis for the development of the Project. As of February 2021, both participants had agreed to the joint Feasibility Study to assess the development of the Hybrid Power Project. This joint arrangement has been classified as a joint operation. Vast recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. As of April 30, 2022, the partnership with joint operator has expired. During the year, Vast recognised its 50% share of the total expenses incurred and invoiced reimbursement receivable from joint operator for the excess portion as tabulated below: June 30, Particulars 2023 2022 (In thousands of US Dollars) Total expense incurred by both participants — 902 Company’s share (50%) (a) — 451 Total expense incurred by Vast (b) — 711 Net reimbursement to be received from joint operator (b-a) — 260 Reimbursement received during the year 260 330 The reimbursement of $0.3 million as of June 30, 2022, was included in trade receivables and received in the year ended June 30, 2023. ii. During the year ended June 30, 2022, VSA a wholly owned subsidiary of the Company, entered into an arrangement to co-develop the Aurora Energy Project commissioned by SiliconAurora. Vast acquired 50% of the shares in SiliconAurora on June 15, 2022 from 14D for consideration of $0.07 million as an initial payment and $1.58 million as deferred consideration. The deferred consideration of $0.62 million was paid in July 2022 from the short term loan obtained from the shareholder and the remainder of $0.96 million is expected to be paid before June 30, 2024, subject to the joint venture receiving a written offer/ notice to connect from the relevant network service provider. The Company intends to undertake fundraising activities. The funds raised from those activities are intended to be used to settle the acquisition of SiliconAurora by paying off the remaining component of deferred consideration and fund Vast’s on-going operational expenditure. Refer to Note 2(b) — Significant accounting policies — Going concern for further information. SiliconAurora Pty Ltd will be “the legal and beneficial owner” of all the existing assets comprising the project. From a measurement perspective, Vast applies the equity method as outlined in Note 2(q) — Significant accounting policies and account for its share as follows. (In thousands of US Dollars) Initial investment in SiliconAurora Pty Ltd 69 Transaction costs 56 Deferred consideration 1,578 Total consideration 1,703 Relating to: – Call option issued to shareholder 96 – 50% interest in SiliconAurora Pty Ltd 1,607 Vast recognised its 50% share of profit of the joint venture from 15 to June 30, 2022: Legal and consultancy (4) Employee benefit costs (3) Interest expense & other fees (2) Amortisation & depreciation (1) Net loss (10) Carrying value of interest in joint venture at June 30, 2022 1,597 Vast recognises its 50% share of profit of the joint venture for the year ended June 30, 2023: Legal and consultancy (178) Interest expense & other fees (41) Amortisation & depreciation (24) Other expenses (12) Net loss (255) Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd 12 Foreign exchange differences (54) Carrying value of interest in joint venture at June 30, 2023 1,300 Further, Vast has recognised an interest-free shareholder loan of $0.23 million for its share of project expenses incurred and on-charged to SiliconAurora. The loan has a three-year term with the entire amount repayable on maturity. Commitments and contingent liabilities in respect of joint ventures: June 30, 2023 2022 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 278 605 As part of the transaction, 14D issued call options to AgCentral, allowing AgCentral to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Vast has estimated the fair value of the call options to be $0.1 million at the transaction date and has recognised it as part of the acquisition of the investment in SiliconAurora. The tables below provide summarised financial information for the joint venture that is material to Vast. Summarised statement of financial position for SiliconAurora Pty Ltd June 30, 2023 June 30, 2022 (In thousands of (In thousands of US Dollars) US Dollars) Trade and other receivables 9 — Property, plant and equipment 34 40 Right-of-use assets 1,360 1,454 Total assets 1,403 1,494 Trade and other payables 153 93 Borrowings 477 87 Lease liabilities 1,398 1,446 Total liabilities 2,028 1,626 Net assets (625) (132) Reconciliation to carrying amounts: Opening net assets (132) (1,021) Total comprehensive loss (508) (751) Debt to equity swap — 1,532 Foreign exchange differences 15 108 Closing net assets (625) (132) Vast’s share in % 50 % 50 % Vast’s share in $ (317) (66) Goodwill 1,617 1,663 Carrying amount 1,300 1,597 Summarised statement of profit or loss and other comprehensive income for SiliconAurora Pty Ltd Year Ended June 30, 2023 2022 (In thousands of US Dollars) Expenses incurred for the year categorised into administration, professional and employee benefit (508) (751) Total comprehensive loss for the year (508) (751) |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Jun. 30, 2023 | |
Property, plant and equipment | |
Property, plant and equipment | 13. June 30, 2023 2022 (In thousands of US Dollars) Cost: Office equipment Opening Balance at July 1 38 24 Additions 27 17 Exchange differences (2) (3) Closing Balance at June 30 63 38 Accumulated depreciation: Office equipment Opening Balance at July 1 (19) (10) Depreciation expense (15) (10) Exchange differences 1 1 Closing Balance at June 30 (33) (19) Net book value as of June 30 30 19 |
Right -of-use assets
Right -of-use assets | 12 Months Ended |
Jun. 30, 2023 | |
Right -of-use assets | |
Right -of-use assets | 14. June 30, 2023 2022 (In thousands of US Dollars) Net carrying amount: Office Building 45 81 Vast’s right-of-use asset pertains to the lease of its office. 2023 2022 (In thousands of US Dollars) Movements in carrying amounts: Opening balance at July 1 152 166 Additions during the year — — Exchange differences (6) (14) Closing Balance at June 30 146 152 Accumulated depreciation Opening Balance at July 1 (71) (39) Depreciation expense (34) (37) Exchange differences 4 5 Closing Balance at June 30 (101) (71) Net book value June 30 45 81 Amounts recognised in profit and loss: Depreciation expense on right-of-use asset (34) (37) Interest expense on lease liabilities (6) (10) Refer to the consolidated statements of cash flows for the total cash outflow for leases during the year. |
Lease liabilities
Lease liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Lease liabilities. | |
Lease liabilities | 15. June 30, 2023 2022 (In thousands of US Dollars) Current Lease liabilities 26 37 Non-current Lease liabilities 28 56 54 93 Future minimum lease payments Future lease payments payable in relation to lease of the office: June 30, 2023 2022 (In thousands of US Dollars) Within one year 43 43 Later than one year but not later than 5 years 14 60 Total 57 103 |
Provisions
Provisions | 12 Months Ended |
Jun. 30, 2023 | |
Provisions | |
Provisions | 16. June 30, 2023 2022 (In thousands of US Dollars) Current: Employee benefits 183 148 Non-current: Employee benefits 117 86 Total Provisions 300 234 Movements in provisions: Employee benefits Opening Balance 234 217 Additions 247 197 Utilisations (171) (160) Exchange differences (10) (20) Closing Balance 300 234 Employee benefits represents annual leave and long service leave provisions. |
Issued capital
Issued capital | 12 Months Ended |
Jun. 30, 2023 | |
Issued capital. | |
Issued capital | 17. June 30, 2023 2022 (In thousands of US Dollars) 25,129,140 fully paid ordinary shares 2,354 2,354 Ordinary shareholders participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. The ordinary shares have no par value. The Company does not have a limited amount of authorised capital. Total (In thousands of Number of shares US Dollars) Opening balance as of July 1, 2021 25,129,140 2,354 Ordinary shares issued during the year — — Closing balance as of June 30, 2022 25,129,140 2,354 Ordinary shares issued during the year — — Closing balance as of June 30, 2023 25,129,140 2,354 During the year ended June 30, 2021, Vast issued 25,000,000 ordinary shares at $AUD 0.01 per share to AgCentral, totalling to $AUD 0.25 million, along with Convertible Note 5. Refer to Note 11a — Borrowings — Convertible notes for further details. During the year ended June 30, 2023, under a tripartite novation deed, AgCentral Pty Ltd novated the totality of its ordinary shares to AgCentral Energy Pty Ltd. |
Reserves
Reserves | 12 Months Ended |
Jun. 30, 2023 | |
Reserves | |
Reserves | 18. June 30, 2023 2022 (In thousands of US Dollars) Capital contribution reserve 4,591 3,452 Foreign currency translation reserve 3,285 2,394 Share-based payment reserve 4 4 Closing Balance 7,880 5,850 The capital contribution reserve represents the modification adjustment from loan from shareholder and convertible note issued to AgCentral Energy Pty Ltd (Parent entity and Noteholder). The Noteholder agreed to changes to the terms and conditions, which included interest waivers and term extensions as outlined in Note 11 — Borrowings, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions per the accounting policy in Note 2(r) — Significant accounting policies — Contributed equity were therefore recognised directly in equity as a contribution in their capacity as owner. Modification adjustments presented are never reclassified to profit or loss. Further, the capital contribution reserve includes the distribution to AgCentral Energy Pty Ltd being the payment made for the call options issued by 14D to AgCentral Pty Ltd, allowing AgCentral Pty Ltd to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Movement in capital contribution reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 3,452 1,755 Interest forgiveness on convertible notes and shareholder loan 1,517 2,411 Call option issued to shareholder — (96) Deferred tax impact (378) (618) As of June 30 4,591 3,452 Movement in foreign currency translation reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 2,394 1,015 Movement during the year 891 1,379 As of June 30 3,285 2,394 To the extent that the amount recognised in the FCTR arose as a consequence of translating the company’s financial statements into the USD presentation currency, these amounts will not subsequently be reclassified to profit or loss. Movement in share-based payment reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 4 4 Add: MEP shares granted during the year — — As of June 30 4 4 As of June 30, 2023, the Group had the following share-based payment arrangement: MEP shares (equity settled): The purpose of the Management Equity Plan (“MEP”) is to provide medium to long term incentive to eligible employees and contractors of Vast by having a plan pool limit of 100 shares. 80 shares were issued during the year ended June 30, 2021 at a fair value of AUD $70 per share, with eligible employees and contractors paying cash of AUD $10 per share in addition to providing services to the Company in exchange for those shares. As the shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. The shares do not carry any voting rights nor rights to any dividends or other distributions. Following the occurrence of a liquidity event as defined in the MEP Deed or as otherwise defined by the Company’s Board of Directors (“Board”), the Board in its discretion can allow MEP shareholders an entitlement linked to the exit price in form of cash or conversion to ordinary shares from such an event. As per the MEP Deed, management’s share is 25% of exit proceeds where the sale price is AUD$10 million or less, or 33.33% where it is above AUD$10 million. Vast has accounted for the share-based payment as an equity-settled scheme, as Vast has determined that it does not have a present obligation to settle the share-based payment in cash. On February 14, 2023, Vast, AgCentral Energy and the participants to the MEP entered into a MEP De-SPAC Side Deed and Amendment to the MEP Deed to clarify a suitable mechanism for MEP participants to realise the economic benefit of their MEP Shares. The key modification terms of the MEP De-SPAC Side Deed and Amendment to the MEP Deed include the introduction of a vesting period and ‘Agreed Fixed Deductions’ to be used in allocation of profits on completion of the BCA. No liquidity events have taken place as at the date these financial statements were approved. The modification of the terms and conditions of the MEP did not increase the total fair value of the share-based payment arrangement and was not beneficial to the MEP participants. As a result, there was no additional expense to be recognised. The MEP shares meet the definition of a share-based payment arrangement as eligible employees and contractors will receive equity instruments in exchange for services provided to the Company, with a partial cash subscription payment. Accordingly, MEP shares are recognised at their grant date fair values of AUD $70 per share, with the difference between cash proceeds received (AUD $10 per share) and the fair value of MEP shares recognised within the share-based payment reserve. The grant date fair value of AUD $70 per share was determined using the Black-Scholes option pricing model using the following key inputs: ● underlying asset value: a range of value between AUD $1 million to AUD $4 million ● exercise price: a range of value between AUD $6.9 million to AUD $8.3 million ● expected price volatility of the company’s shares: 40% ● risk-free interest rate: 0.25% – 0.26% The expected price volatility is based on the historic volatility of comparable companies, adjusted for any expected changes to future volatility. If there were any further modifications made to the MEP that would increase the fair value of the MEP shares granted, or if the currently unallocated shares were to be allocated, this would result in additional expenses to be recognised, based on the fair value of the shares at that time. |
Accumulated losses_ Retained ea
Accumulated losses/ Retained earnings | 12 Months Ended |
Jun. 30, 2023 | |
Accumulated losses/ Retained earnings | |
Accumulated losses/ Retained earnings | 19. Movements in accumulated losses were as follows: 2023 2022 (In thousands of US Dollars) As of July 1 (24,432) (18,239) Loss during the year (15,217) (6,193) As of June 30 (39,649) (24,432) |
Financial Instruments - Fair va
Financial Instruments - Fair values and financial risk management | 12 Months Ended |
Jun. 30, 2023 | |
Financial Instruments-Fair values and financial risk management | |
Financial Instruments-Fair values and financial risk management | 20. This note explains Vast’s accounting classifications and fair values including its exposure to financial risks and how these risks could affect Vast’s future financial performance. Current year profit and loss information has been included where relevant to add further context. (a) The following table shows the carrying amounts and fair values of financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value June 30, 2023 2022 (In thousands of US Dollars) Derivative financial instrument designated at fair value – Level 3 hierarchy 192 32 The following table show the valuation technique used in measuring level 3 fair values for financial instruments measured at fair value as well as significant unobservable inputs used: Type Valuation technique Significant unobservable inputs Derivative financial instrument designated at fair value – Level 3 hierarchy Derivative valuations have been determined by a Black-Scholes formula adjusted for dilution Risk free rate: 4.57% (2022: 2.58%) A 10% increase in the volatility assumption would result in a change of $0.01 million in fair value of the derivative financial instrument as June 30, 2023 and 2022. A 10% increase in the risk-free rate assumption would not result in a material change in fair value of the derivative financial instrument as of June 30, 2023 and 2022. Reconciliation of level 3 fair values The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values. (In thousands of Movements in derivative financial instruments US Dollars) Opening balance as of July 1, 2022 32 Additions 173 Fair value changes recognised in profit and loss (9) Exchange differences (4) Closing balance as of June 30, 2023 192 Opening balance as of July 1, 2021 33 Fair value changes recognised in profit and loss 2 Exchange differences (3) Closing balance as of June 30, 2022 32 Vast’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period. During the reporting period, there were no transfers from Level 3 fair values. (b) (i) Foreign exchange risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not Vast’s functional currency i.e. AUD. Exposure Vast’s exposure to foreign currency risk at the end of the reporting period, expressed in Euro and USD are as follows: June 30, 2023 2022 (In thousands) Trade payables EURO 17 17 USD 66 10 Amounts recognised in profit or loss and other comprehensive income: During the year, the following foreign exchange related amounts were recognised in profit or loss and other comprehensive income: June 30, 2023 2022 (In thousands of US Dollars) Amounts recognised in profit or loss Unrealised Currency Gain/(Loss) 1 (1) Realised Currency Gains 14 2 15 1 Given the limited exposure, Vast manages its foreign exchange risk exposure by monitoring exchange rates at regular intervals before making an informed decision to transact in such currencies. (c) Credit risk is the risk of financial loss to Vast if a customer or counterparty to a financial instrument fails to meet its contractual obligations arising principally from Vast’s receivables from customers. Credit risk arises from cash and cash equivalents as well as credit exposures from customers, including outstanding receivables. The carrying amount of financial assets represents the maximum credit exposure. Trade receivables Vast’s exposure to credit risk is influenced mainly by the individual characteristics of each customer which are primarily government organisation and joint operator. Vast applies IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Management believes that Vast’s overall exposure to credit risk from Trade receivables to be not material. Cash and cash equivalents Vast held cash and cash equivalents of $2.1 million and $0.4 million as of June 30, 2023 and 2022, respectively. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s ratings. Management believes that Vast’s overall exposure to credit risk from cash and cash equivalents to be not material. (d) Liquidity risk is the risk that Vast will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Vast’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Vast’s reputation. Vast’s exposure to Liquidity risk primarily pertains to convertible notes issued to i. its parent entity AgCentral Energy for Convertible Notes 3,4 and 5, coupon interest is payable at the rate of 8% per annum on the principal outstanding while interest accrues daily and is payable every six months . During the year ended June 30, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the de-SPAC process. ii. Nabors Lux 2 S.a.r.l. and AgCentral Energy for the Senior Convertible Notes, coupon interest is payable at the rate of 4% per annum on the principal outstanding while interest accrues daily and is payable every six months . As of the reporting date, Vast expects the note holder to exercise its conversion option upon achieving a successful round of capital raise by December 31, 2023. As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 36 months Convertible notes (21,415) 21,708 — (21,708) — Loan from shareholder (5,531) 5,704 — (5,704) — Deferred consideration (955) 995 — (995) — Trade Payables (5,622) 5,622 (5,622) — — Lease liabilities (54) 57 (7) (50) — Total non-derivatives (33,577) 34,086 (5,629) (28,457) — Derivative financial instruments (192) 192 — (192) — As of June 30, 2022 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 36 months Convertible notes (13,943) 12,851 — (12,851) — Loan from shareholder (1,689) 1,838 — (1,838) — Deferred consideration (1,578) 1,653 — (1,653) — Trade Payables (1,543) 1,543 (1,543) — — Lease liabilities (93) 103 (7) (96) — Total non-derivatives (18,846) 17,988 (1,550) (16,438) — Derivative financial instruments (32) 32 — (32) — In order to manage its liquidity, whilst the management has secured a level of additional funding, in order to fund the operating cash flows and maintain these minimum liquidity reserve levels, it is likely that additional working capital funding will be required. If Vast is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. in Note 2(b) — Significant accounting policies — Going concern. |
Contingent assets, liabilities
Contingent assets, liabilities & commitment | 12 Months Ended |
Jun. 30, 2023 | |
Contingent assets, liabilities & commitment | |
Contingent assets, liabilities & commitment | 21. 1) In 2021, the Company received contributions from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30 MW concentrated solar thermal power reference plant variation contract (variation funding agreement). In relation to the funding agreement, the arrangement includes a clause on change of control, which indicated that if the Company failed to get funding to build the facility in Australia by May 31, 2024 but obtains finance for an offshore facility before that period, it would give rise to the requirement to repay a proportion of funding received from ARENA. At reporting date and upon entering into BCA, the Company did not identify such circumstances, as significant progress has been made on this facility in Australia. Furthermore, the funding agreement has been terminated on August 16, 2023. Refer to Note 22 (1) Subsequent Events. 2) Under the JDA entered with the joint operator, the Company is required to pay a margin fee in the event of future equipment sales including licensing/ sale of CSP technology and associated royalty. It is noted that the margin fee survives the termination of the JDA and is capped to the extent of joint operator’s monetary contribution in the JDA. Such margin fee is based on 8.5% of the supply margin on qualifying equipment sales. As at reporting date, no equipment sales have been made and there are no firm commitments to make any such sales. Accordingly, no liabilities have been recognised as 2023. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 22. Subsequent Events 1) On August 15, 2023 AgCentral Energy funded the remaining $2.5 of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. 2) On August 16, 2023, Vast and ARENA executed a Deed of Mutual Termination and Release which terminates the funding agreement discussed in Note 21 (1) Contingent assets, liabilities & commitment, under which Vast was required to repay a proportion of funding received from ARENA. 3) On September 7, 2023, two new wholly owned subsidiaries Vast Renewables Holdco Corp and Vast Renewables Management Services LLC were established. 4) On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments). 5) On September 19, 2023, Vast’s intention to convert to a public company was advertised in the ASIC Gazette. Accordingly, Vast will convert to a public company on October 19, 2023 and be known as Vast Renewables Limited. |
Proposed Business Combination
Proposed Business Combination | 12 Months Ended |
Jun. 30, 2023 | |
Proposed Business Combination | |
Proposed Business Combination | 23. Proposed Business Combination Vast, together with AgCentral Energy and NETC entered into a BCA on February 14, 2023, to enact a merger, where Vast will issue 3,000,000 ordinary shares in Vast Solar Pty Ltd to the initial ordinary shareholders of NETC and one ordinary share for each share of Class A common stock of NETC, after giving effect to any redemptions by NETC public stockholders. Under the terms of the BCA, Vast will also assume the outstanding warrants of NETC. In addition, Vast may issue up to 2,799,999 ordinary shares to eligible Vast shareholders and up to 3,900,000 ordinary shares to one of the initial ordinary shareholders of NETC, Nabors Energy Transition Sponsor LLC, in each case upon the occurrence of specified events. In exchange, Vast will acquire all ordinary shares on issue by NETC, making it a wholly owned subsidiary of Vast. This transaction will result in Vast becoming a listed entity on the NASDAQ Stock Market LLC. Vast intends to enter into various agreements as part of a SPAC and associated de-SPAC process. Further, upon de-SPAC, the minimum cash balance net of uncapped transaction costs available with the Company should exceed $50 million and AgCentral Energy will discharge and release all financier security granted by Vast in respect of the loan from shareholder and convertible note issued to AgCentral Energy (Parent entity and Noteholder). Concurrently with the signing of the BCA, Nabors Lux and AgCentral Energy have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Secured Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. On February 15 and June 27, 2023, Nabors Lux funded its $5.0 million of commitment under the Notes Subscription Agreement. On April 13, 2023, AgCentral Energy funded $2.5 of its $5.0 million commitment under the Notes Subscription Agreement. Nabors Lux and AgCentral Energy also entered into an Equity Subscription Agreement, pursuant to which they agreed to commit up to $15.0 million each (or $30.0 million in aggregate) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral Energy, as applicable, pursuant to the Notes Subscription Agreement), in a private placement for Vast common shares upon completion of the BCA. Vast may also enter into additional agreements with third parties, for private placements of additional shares or convertible notes(the PIPE financing). On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments), securing $10 million of the total financing required under the BCA. |
Related party transactions
Related party transactions | 12 Months Ended |
Jun. 30, 2023 | |
Related party transactions | |
Related party transactions | 24. a) Ownership interest Place of Name Type incorporation 2023 2022 AgCentral Pty Ltd Parent company Australia — 100 % AgCentral Energy Pty Ltd Parent company Australia 100 % — During the year ended June 30, 2023, under a tripartite novation deed, AgCentral Pty Ltd novated the totality of its ordinary shares to AgCentral Energy Pty Ltd. b) Ownership interest Place of Name Type incorporation 2023 2022 Neptune Merger Sub, Inc, Subsidiary United States 100 % — NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % — Vast Solar Aurora Pty Ltd Subsidiary Australia 100 % 100 % Vast Solar 1 Pty Ltd Subsidiary Australia 100 % 100 % Vast Solar Consulting Pty Ltd Subsidiary Australia 100 % 100 % c) The following transactions occurred with related parties: For the year ended June 30, 2023 2022 (In thousands of US Dollars) Lease rental payment to other related parties 43 44 Loan from parent entity 4,015 1,838 Loan from investors 9,348 2,091 Gain on modification of borrowings recognised in the Capital contribution reserve 1,139 1,697 Derivative financial instruments (105) (3) Investment in joint venture (242) 1,712 d) For the year ended June 30, 2023 2022 (In thousands of US Dollars) Short-term employee benefits 1,775 1,130 Long-term benefits 27 10 1,802 1,140 (i) June 30, 2023 2022 (In thousands of US Dollars) Opening Balance 8,883 9,709 Capital contribution (excluding tax impact) (732) (993) Interest expense 950 1,003 Exchange differences (339) (836) Closing Balance 8,762 8,883 (ii) June 30, 2023 2022 (In thousands of US Dollars) Opening Balance 3,936 4,496 Capital contribution (excluding tax impact) (366) (1,118) Interest expense 995 952 Exchange differences (160) (394) Closing Balance 4,405 3,936 (iii) June 30, 2023 2022 (In thousands of US Dollars) Opening Balance 1,124 1,226 Capital contribution (excluding tax impact) (94) (133) Additions during the year — — Interest expense 127 135 Exchange differences (43) (104) Closing Balance 1,114 1,124 (iv) June 30, 2023 2022 (In thousands of US Dollars) Opening Balance — — Additions during the year 2,431 — Interest expense 33 — Exchange differences (26) — Closing Balance 2,438 — (v) June 30, June 30, 2023 2022 (In thousands of US Dollars) Initial recognition / face value 1,688 1,838 Additions during the year 4,015 — Capital contribution (excluding tax impact) (325) (168) Interest expense 295 17 Exchange differences (142) 1 Closing Balance 5,531 1,688 e) The following balances are outstanding at the end of the reporting period in relation to transactions with related parties : June 30, 2023 2022 (In thousands of US Dollars) Lease liabilities for lease arrangement with related party (54) (93) f) June 30, 2023 2022 (In thousands of US Dollars) Loan to joint venture 225 43 Loan from shareholder (5,531) (1,688) Loans from shareholder – Convertible Note 3 (8,762) (8,883) Loans from shareholder – Convertible Note 4 (4,405) (3,936) Loans from shareholder – Convertible Note 5 (1,114) (1,124) Loans from shareholder – Senior Convertible Note (2,438) — g) Refer to Note 11a & 11b — Borrowings respectively, for terms and conditions primarily in relation to convertible notes and loan from shareholder. In relation to the leasing arrangement with related party, they have been entered into arm’s length basis. |
Cash Flow Information
Cash Flow Information | 12 Months Ended |
Jun. 30, 2023 | |
Cash Flow Information | |
Cash Flow Information | 25. a) This section sets out an analysis of net debt and the movements in net debt for each of the periods presented. June 30, Net debt 2023 2022 (In thousands of US Dollars) Cash and cash equivalents 2,060 423 Borrowings (26,946) (15,632) Lease liabilities (54) (93) Net debt (24,940) (15,302) b) Liabilities from financing activities Borrowings Leases (In thousands of US Dollars) Net debt as of July 1, 2022 (15,632) (93) Proceeds from loan (11,138) — Capital contribution (excluding tax impact) 1,517 — Fixed payments — 43 Interest expense (2,461) (6) Foreign exchange differences 767 3 Net debt as of June 30, 2023 (26,946) (54) Net debt as of July 1, 2021 (15,431) (137) Proceeds from loan from related party (1,838) — Capital contribution (excluding tax impact) 2,315 — Fixed payments — 46 Interest expense (2,109) (10) Foreign exchange differences 1,431 8 Net debt as of June 30, 2022 (15,632) (93) c) Non-cash investing and financing activities disclosed in other notes are: ● Right -of-use assets — See Note 14 — Right -of-use assets ● Grant of MEP shares — See Note 18 — Reserves ● Derivative financial instrument — See Note 11 — Borrowings ● 50% stake in SiliconAurora Pty Ltd — See Note12(b)(ii) Joint venture |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Significant accounting policies | |
Basis of preparation | a) Compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. In accordance with IAS 21 The effects of change in foreign exchange rates ● The consolidated statements of profit or loss and comprehensive income and statement of cash flows for each year have been translated into US dollars using average foreign currency rates prevailing for the relevant period. ● All assets and liabilities in the consolidated statements of financial position have been translated into US dollars at the exchange rate prevailing at each relevant reporting date. ● The equity section of the consolidated statements of financial position has been translated into US dollars using historical rates i.e. translated using the rates of exchange in effect as of the dates of the various capital transactions. ● All resulting exchange differences arising from the translation are included in other comprehensive income. ● Loss per share has also been restated to US dollars to reflect the presentation currency. The year-end exchange rate used was A$/US$ 1:0.6630 and 1:0.6889 as of June 30, 2023 and June 30, 2022, respectively. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign currency translation reserve Exchange differences arising on performing the above translation procedures are recognised in other comprehensive income and accumulated in a separate reserve within equity referred as foreign currency translation reserve. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Historical cost convention The consolidated financial statements have been prepared on the basis of historical cost, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. |
Going concern | b) Going concern Vast incurred a net loss of $15.2 million and $6.2 million for the years ended June 30, 2023 and 2022, respectively and used net cash in operating activities of $9.1 million and $4.1 million for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had net current liabilities of $23.6 million and a net total deficit of $29.4 million. As of June 30, 2023, loans and convertible promissory notes totalling $19.8 million held by the Company’s parent entity, AgCentral Energy Pty Limited (“AgCentral Energy”) due to mature on December 31, 2023, were outstanding and included in the current liabilities. The Company is forecasting that it will continue to incur significant operating cash outflows to fund its expansion and to meet all of its obligations, including interest and principal payments on the outstanding debt. As such, the ability of Vast to continue as a going concern is principally dependent on one or more of the following: (1) Successful completion of the Business Combination as described below; (2) the ability of the Company to meet its cash flow forecasts; and (3) the ability of the Company to raise funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 13, 2023, AgCentral Pty Limited (“AgCentral”), transferred to AgCentral Energy, all interests held in the Company as of that date, represented by ordinary shares, convertible loan notes and investor loans. On February 14, 2023, Vast entered into a Business Combination Agreement (“BCA”) with the intention to merge with and into Nabors Energy Transition Corp (“NETC”), subject to certain conditions. Concurrently with signing of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest. Concurrently with the signing of the BCA, Nabors Lux 2 S.a.r.l., an affiliate of Nabors (“Nabors Lux”) and AgCentral Energy entered into a subscription agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral Energy have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Secured Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. On February 15 and June 27, 2023, Nabors Lux funded its $5.0 million of commitment under the Notes Subscription Agreement. On April 13, 2023, AgCentral Energy funded $2.5 of its $5.0 million commitment under the Notes Subscription Agreement. Nabors Lux and AgCentral Energy also entered into an Equity Subscription Agreement, pursuant to which they agreed to commit up to $15.0 million each (or $30.0 million in aggregate) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral Energy as applicable, pursuant to the Notes Subscription Agreement), in a private placement for Vast common shares at completion of the BCA. Vast may also enter into additional agreements with third parties, for private placements of additional shares or convertible notes (the PIPE financing). On August 15, 2023 AgCentral Energy funded the remaining $2.5 million of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments), securing $10 million of the total financing required under the BCA. |
Revenue recognition | c) Revenue is recognised at an amount that reflects the consideration to which Vast is expected to be entitled in exchange for transferring goods to a customer. For each contract with a customer, Vast: ● identifies the contract with a customer; ● identifies the performance obligations in the contract; ● determines the transaction price; ● allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good to be delivered; ● and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Please refer to Note 3 — Revenue from customers for further information on the accounting of the Company’s revenue from contract with customers. All revenue is stated net of the amount of goods and services tax (GST). |
Government grants | d) Vast recognises grant income from the contributions received from the government which is measured at the fair value of the consideration received or receivable. Government grants are not recognised until there is reasonable assurance that Vast will comply with the conditions attaching to them and that the grants will be received. Government grants related to income are presented on a gross basis and are recognised in profit or loss on a systematic basis over the periods in which Vast recognises as expenses the related costs which the grants are intended to compensate. Investment allowances and similar tax incentives Vast is entitled to qualifying expenditure under the Research and Development Tax Incentive regime. Vast accounts for such allowances as government grants which means they are recognised in the income over the period in which the related research and development (R&D) expenses are recognised in accordance with IAS 20. Specifically, government grants whose primary condition is that Vast should purchase, construct, or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statements of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets Please refer to Note 4 — Grant income for further information accounting for government grants. |
Finance income | e) Finance income from a financial asset is recognised when it is probable that the economic benefits will flow to Vast and the amount of revenue can be measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. |
Segment reporting | f) The Company operates as one operating segment. The Company’s board of directors (Board), who are the chief operating decision maker (CODM), reviews the financial information on a consolidated basis for the purpose of allocating resources and assessing performance. |
Employee benefits | g) (i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position. (ii) Vast also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. The obligation is presented as non-current liabilities under provisions for employee benefits in the consolidated statements of financial position. (iii) The grant-date fair value of equity-settled share-based payment arrangements granted to employees with non-vesting conditions is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Management Equity Plan shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. |
Taxation | h) Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statements of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Vast’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. These are recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current tax is also recognised in other comprehensive income or directly in equity, respectively. Where current tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Deferred Income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets. |
Cash and cash equivalents | i) Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which are convertible to a known amount of cash and subject to an insignificant risk of change in value, and bank overdrafts. |
Property, plant and equipment | j) Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective ‘basis. The depreciation rates used for each class of depreciable assets are: Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Impairment of assets At the end of each reporting period, Vast reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, Vast estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
Provisions | k) Provisions are recognised when Vast has a present obligation (legal or constructive) as a result of a past event, it is probable that Vast will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. |
Financial instruments | l) Financial assets and financial liabilities are recognised when Vast becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are measured subsequently in their entirety at either amortised cost. Classification of financial assets Debt instruments that meet the following conditions are measured subsequently at amortised cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Vast’s financial assets at amortised cost includes trade receivables. Amortised cost and effective interest method The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Impairment of financial assets Vast recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. Vast always recognises lifetime expected credit losses (ECL) for trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on Vast’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Derecognition of financial assets Vast derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. Financial liabilities and equities Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the entity are recognised at the proceeds received, net of direct issue costs. Derivative financial instruments Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. Embedded derivatives An embedded derivative is a component of a hybrid contract that also includes a non-derivative host — with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss (FVTPL). Further, such derivatives are initially recognised at fair value and the residual amount is the initial carrying value of the host contract liability. An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months. Other financial liabilities Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. Trade and other payables are recognised and are accrued at year end. Other financial liabilities such as interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Modification of financial liabilities : When the contractual terms of a financial liability are substantially modified, it is accounted for as an extinguishment of the original debt instrument and the recognition of a new financial liability. Quantitatively, a modification to the terms of a financial liability is substantial if the net present value of the cash flows under the modified terms, including any fees paid net of any fees received, is at least 10 percent different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rate. The new debt instrument is recorded at fair value and any difference from the carrying amount of the extinguished liability, including any non-cash consideration transferred, is recorded in profit or loss. If a modification to the terms of a financial liability is not substantial, then the amortised cost of the liability is recalculated as the present value of the estimated future contractual cash flows, discounted at the original effective interest rate. The resulting gains or losses are recognised in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial liability and are amortised over its term. Where the counterparty is a shareholder and changes to terms and conditions were not made to reflect changes in market conditions, the resulting gain or loss from the modification or extinguishment is recognised as a contribution from/distribution to shareholders directly in equity. Derecognition of financial liabilities Vast derecognises financial liabilities when, and only when, Vast’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statements of profit or loss and other comprehensive income. Offsetting of financial instruments Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. |
Goods and Services Tax | m) Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. This is calculated on a cash-settled basis and then accrued for a year end. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows. |
Leases | n) Vast as lessee Vast assesses whether a contract is or contains a lease, at inception of the contract. Vast recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, Vast recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, if this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: ● fixed lease payments (including in substance fixed payments), less any lease incentives receivable; ● variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● the amount expected to be payable by the lessee under residual value guarantees; ● the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and ● payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease The lease liability is presented as a separate line in the consolidated statements of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. Vast remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: ● the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used) ● a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that Vast expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statements of financial position. |
Application of new and revised Accounting Standards | o) (i) New standards and amendments — applicable July 1, 2022 In the current year, Vast has applied a number of amendments to Accounting Standards and Interpretations issued by the International Financial Reporting Standards (IFRS) that are effective for an annual period that begins on or after July 1, 2022. Unless otherwise stated below, their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. Title Key requirements Effective date Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 The amendments to IAS 12 Income Taxes require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities. The amendment should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, entities should recognise deferred tax assets (to the extent that it is probable that they can be utilised) and deferred tax liabilities at the beginning of the earliest comparative period for all deductible and taxable temporary differences associated with: · right-of-use assets and lease liabilities, and · decommissioning, restoration and similar liabilities, and the corresponding amounts recognised as part of the cost of the related assets. The cumulative effect of recognising these adjustments is recognised in retained earnings, or another component of equity, as appropriate. IAS 12 did not previously address how to account for the tax effects of on-balance sheet leases and similar transactions and various approaches were considered acceptable. Some entities may have already accounted for such transactions consistent with the new requirements. These entities will not be affected by the amendments. Vast has elected to early adopt the above amendment from July 1, 2019. January 1, 2023 Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2 The IASB amended IAS 1 to require entities to disclose their material rather than their significant accounting policies. The amendments define what is ‘material accounting policy information’ and explain how to identify when accounting policy information is material. They further clarify that immaterial accounting policy information does not need to be disclosed. If it is disclosed, it should not obscure material accounting information. To support this amendment, the IASB also amended IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on how to apply the concept of materiality to accounting policy disclosures. Vast has elected to early adopt the above amendment from July 1, 2020. January 1, 2023 Title Key requirements Effective date Definition of Accounting Estimates – Amendments to IAS 8 The amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. The distinction is important, because changes in accounting estimates are applied prospectively to future transactions and other future events, but changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current period. The adoption of this amendment had no effect for Vast. January 1, 2023 (ii) Forthcoming requirements The following standards and interpretations apply for the first time to financial reporting periods commencing on or after December 31, 2022. The Company does not plan to adopt these standards early. Application is not expected to result in material changes to Vast’s future financial reports, however the quantitative effects of adopting these standards has not yet been determined. Title Key requirements Effective date Classification of Liabilities as Current or Non-current – Amendments to IAS 1 The narrow-scope amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability. The amendments could affect the classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification and for some liabilities that can be converted into equity. They must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. January 1, 2024 Lease Liability in a Sale and Leaseback – (Amendments to IFRS 16) The amendment clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale. January 1, 2024 Non-current Liabilities with Covenants – (Amendments to IAS 1) The amendment clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. January 1, 2024 Title Key requirements Effective date Sale or contribution of assets between an investor and its associate or joint venture – Amendments to IFRS 10 and IAS 28 The IASB has made limited scope amendments to IFRS 10 Consolidated financial statements and IAS 28 Investments in associates and joint ventures. The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as defined in IFRS 3 Business Combinations). Where the non-monetary assets constitute a business, the investor will recognise the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor only to the extent of the other investor’s interests in the associate or joint venture. The amendments apply prospectively. n/a** ** In December 2015 the IASB decided to defer the application date of this amendment until such time as the IASB has finalised its research project on the equity method. |
Critical accounting judgments and key sources of estimation uncertainty and errors | p) Critical accounting judgments and key sources of estimation uncertainty and errors In the application of Vast’s accounting policies, which are described above, the directors of Vast are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Key sources of estimation uncertainty Effective interest rate on convertible notes Effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability to the amortised cost of a financial liability. In calculating interest expense, the effective interest rate is applied by Vast to the amortised cost of the liability. Useful lives and impairment of property, plant and equipment As described at (j) above, Vast reviews the estimated useful lives of property, plant and equipment at the end of each reporting period and the carrying amounts to determine whether there is any indication an impairment loss is required. Deferred consideration The deferred consideration is dependent on the joint venture achieving agreed project milestones. SiliconAurora Pty Limited (“SiliconAurora”) expects the project milestones to be met and as such Vast expects that payment will be required before the end of June 30, 2024. The fair value of the deferred consideration was calculated using an annual discount rate of 7.28%. Refer to Note 12.b(ii) — Interest in other entities for further details. Employee entitlements Vast’s employee entitlements are calculated based on estimates in future increases in wages and salaries, future on cost rates, and experience of employee departures and period of service. Vast reviews these estimates in each reporting period. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if Vast considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Incremental borrowing rate Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what Vast’s estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment. Lease term The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to Vast’s operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. Vast reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. |
Principles of consolidation | q) The consolidated financial statements incorporate the financial statements of Vast and entities controlled by the Company (i.e. its subsidiaries) up to the reporting date. Control is achieved when the Company: ● Has the power over the investee ● Is exposed, or has rights, to variable returns from its involvements with the investee ● Has the ability to use its power to affects its returns The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When Vast has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. Vast considers all relevant facts and circumstances in assessing whether or not Vast’s voting rights in an investee are sufficient to give it power, including: ● The size of Vast’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders ● Potential voting rights held by Vast, other vote holders or other parties ● Rights arising from other contractual arrangements ● Any additional facts and circumstances that indicate that Vast has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. (i) Subsidiaries Subsidiaries are all entities (including structured entities) over which Vast has control. Vast controls an entity where Vast is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to Vast. They are deconsolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains on transactions between companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by Vast. (ii) Joint arrangements Under IFRS 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. In February 2021, the Company entered into a joint development agreement which have been considered as joint operations. It recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Details of the joint operation are set out in Note 12.b(i) — Interest in other entities. Further, in June 2022, Vast entered into a joint venture to enable development of a battery energy storage system (BESS) and CSP projects to generate clean, low-cost energy sources. The Aurora Energy Project is commissioned by SiliconAurora having their principal place of business in Melrose Park, South Australia. The project is co-developed by Vast Solar Aurora Pty Ltd (VSA) and 1414 Degrees Limited (14D) via SiliconAurora Pty Ltd. VSA is a wholly owned subsidiary of the Company. VSA acquired 50% of the shares in SiliconAurora from 14D, and the Company will be the guarantor for VSA. Details of the joint venture are set out in Note 12.b (ii) — Interest in other entities. |
Contributed equity | r) Ordinary shares with voting rights are classified as issued capital within equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. |
Earnings per share | s) (i) Basic earnings per share Basic earnings per share is calculated by dividing ● the profit attributable to owners of Vast, excluding any costs of servicing equity other than ordinary shares; ● by the weighted average number of ordinary shares outstanding during the financial year (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares, such as convertible notes. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Significant accounting policies | |
Schedule of depreciation rates used for each class of depreciable assets | Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % |
Revenue from customers (Tables)
Revenue from customers (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Revenue from customers | |
Schedule of revenue from customers | Year ended June 30, 2023 2022 (In thousands of US Dollars) Consulting fees $ 170 $ 140 Margin fees 98 23 $ 268 $ 163 Year Ended June 30, 2023 2022 (In thousands of US Dollars) CSIRO $ 253 $ 163 Other 15 — $ 268 $ 163 Timing of revenue recognition: At a point in time $ 199 $ 23 Over time 69 140 $ 268 $ 163 |
Grant revenue (Tables)
Grant revenue (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Grant revenue | |
Schedule of grant revenue | Year Ended June 30, 2023 2022 (In thousands of US Dollars) ARENA grant $ — $ 1,001 R&D tax credit recoveries 651 753 $ 651 $ 1,754 |
Schedule of research and development tax incentives | Year Ended June 30, 2023 2022 (In thousands of US Dollars) Refundable R&D tax offset for the year $ 651 $ 753 R&D Tax credit recoveries recognised as grant income $ 651 $ 753 |
Expenses (Tables)
Expenses (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Expenses | |
Schedule Of Expenses By Nature [Table Text Block] | Year Ended June 30, 2023 2022 (In thousands of US Dollars) Raw materials and consumables used: Raw materials and consumables cost $ 572 $ 205 Power and fuel expense 28 36 600 241 Consultancy expenses: Consulting – Corporate 926 760 Consulting – Projects 1,208 1,174 2,134 1,934 Administrative and other expenses: Legal and accounting expenses 7,151 1,163 Subscriptions, software and licences 239 137 Travelling expenses 253 84 Marketing expenses 111 58 Other expenses 326 176 8,080 1,618 Employee benefits expenses: Salaries and wages 2,554 2,412 Superannuation 242 215 Payroll tax 111 92 Employee entitlements – annual leave (AL) 42 15 Employee entitlements – long service leave (LSL) 34 22 Share-based payment — — $ 2,984 $ 2,756 |
Income tax benefit (Tables)
Income tax benefit (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income tax benefit | |
Schedule of income tax benefit | Year Ended June 30, 2023 2022 (In thousands of US Dollars) Current tax expense $ — $ — Deferred tax expense Decrease/(increase) in deferred tax assets 176 (91) (Decrease)/increase in deferred tax liabilities (554) (527) (378) (618) Income tax (expense) / benefit $ 378 $ 618 |
Schedule of reconciliation of income tax benefit | Year Ended June 30, 2023 2022 (In thousands of US Dollars) Loss before income tax: $ (15,595) $ (6,811) Income tax benefit calculated at 25 % (3,899) (1,703) Add: Non-deductible expenses 1,401 60 Add: Tax losses not recognised 1,907 781 Add: Accounting expenditure subject to R&D 374 432 Less: R&D tax recovery (163) (188) Income tax benefit $ (378) $ (618) |
Schedule of Current & deferred tax liabilities/assets | Year Ended June 30, 2023 2022 (In thousands of US Dollars) Current tax assets R&D tax incentive receivable $ 638 $ 714 638 714 Deferred tax assets 419 618 Deferred tax liabilities (419) (618) Net deferred tax (liability)/asset $ — $ — |
Schedule of movement in deferred tax balance movement | Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 2023 (In thousands of US Dollars) Derivative financial instruments $ 8 $ (8) $ — $ — $ — Contract liabilities 26 (24) — (1) 1 Lease liabilities 23 (9) — (1) 13 Share of loss of equity-accounted investee 2 13 — — 15 Unused tax losses carryforwards 466 (58) — (18) 390 Provisions and accruals 93 (90) — (3) — Deferred tax assets $ 618 $ (176) $ — $ (23) $ 419 Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 2023 (In thousands of US Dollars) Borrowings – convertible notes $ (585) $ 551 $ (378) $ 22 $ (390) Property, plant and equipment (5) (3) — — (8) Right of use asset (20) 10 — — (10) Prepaid expenses (8) (4) — 1 (11) $ (618) $ 554 $ (378) $ 23 $ (419) Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 2022 (In thousands of US Dollars) Derivative financial instruments $ 8 $ 1 $ — $ (1) $ 8 Deferred income 259 (223) — (10) 26 Lease liabilities 35 (9) — (2) 23 Share of loss of equity-accounted investee — 3 — (1) 2 Unused tax losses carryforwards 220 278 — (32) 466 Provisions and accruals 59 41 — (7) 93 Deferred tax assets $ 581 $ 91 $ — $ (53) $ 618 Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 2022 (In thousands of US Dollars) Borrowings – convertible notes $ (544) $ 527 $ (618) $ 50 $ (585) Property, plant and equipment (4) (1) — — (5) Right of use asset (32) 8 — 4 (20) Prepaid expenses (1) (7) — — (8) $ (581) $ 527 $ (618) $ 54 $ (618) |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Loss per share | |
Schedule of loss per share | Year Ended June 30, 2023 2022 (In thousands of US Dollars, except per share amounts) Basic loss per share Basic loss per share (0.61) (0.25) Diluted loss per share Diluted loss per share (0.61) (0.25) Reconciliations of loss used in calculating loss per share Basic loss per share Net loss (15,217) (6,193) Diluted loss per share Loss used in calculating diluted loss per share (15,217) (6,193) Weighted average number of shares used as the denominator (in thousands) Weighted average number of ordinary shares used as the denominator in calculating basic loss per share 25,129 25,129 Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share 25,129 25,129 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Trade and other receivables | |
Schedule of trade and other receivables | Year ended June 30, 2023 2022 (In thousands of US Dollars) Trade receivables $ 4 $ 4 Goods and Service Tax receivable 204 77 Other receivables 106 — $ 314 $ 81 |
Contract liabilities (Tables)
Contract liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Contract liabilities | |
Schedule of contract liabilities | June 30, 2023 2022 (In thousands of US Dollars) Unearned revenue 2 104 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Trade and other payables | |
Schedule of trade and other payables | June 30, 2023 2022 (In thousands of US Dollars) Trade payables 1,264 1,041 Accrued expenses 4,280 137 Advance received for procurement — 366 Other payables 78 — 5,622 1,544 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Borrowings | |
Schedule of borrowings | June 30, 2023 June 30, 2022 Current Non-current Current Non-current (In thousands of US Dollars) Loan – Convertible Note 3 8,762 — — 8,883 Loan – Convertible Note 4 4,405 — — 3,937 Loan – Convertible Note 5 1,114 — — 1,124 Loan – Senior Convertible Note — 7,134 — — Loan from shareholder 5,531 — — 1,688 19,812 7,134 — 15,632 |
Schedule of Convertible Notes | Face Total Face Value Total Face value per note value (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) US Dollars) Convertible Note 3 349.34 1 June 30, 2016 26,802 9,363 6,548 2 September 15, 2016 715 250 172 3 November 23, 2016 715 250 170 9,863 6,890 Convertible Note 4 17.68 1 January 18, 2018 62,216 1,100 876 2 January 31, 2018 5,656 100 81 3 February 7, 2018 11,312 200 158 4 February 26, 2018 8,484 150 118 5 March 23, 2018 25,452 450 347 6 May 23, 2018 11,313 200 151 7 May 28, 2018 11,313 200 152 8 June 12, 2018 47,511 840 640 9 September 10, 2019 105,602 1,867 1,280 10 September 25, 2019 70,701 1,250 848 6,357 4,651 Convertible Note 5 0.01 1 August 11, 2020 87,500,000 875 628 2 April 27, 2021 87,500,000 875 682 1,750 1,310 Senior Convertible Note USD1.00 1 February 15, 2023 2,500,000 3,604 2,500 2 April 13, 2023 2,500,000 3,731 2,500 3 June 27, 2023 2,500,000 3,725 2,500 11,060 7,500 29,030 20,351 |
Schedule of embedded derivative as part of such hybrid contracts i.e. convertible notes | June 30, Component Particulars 2023 2022 (In thousands of US Dollars) Embedded derivative Convertible Note 3 — — Convertible Note 4 — 1 Convertible Note 5 18 31 Senior Convertible Note 174 — 192 32 Interest expense by applying respective effective interest rate applicable to the tranches Convertible Note 3 950 1,003 Convertible Note 4 995 953 Convertible Note 5 127 135 Senior Convertible Note 94 — 2,166 2,091 |
Interest in other entities (Tab
Interest in other entities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Interest in other entities | |
Schedule of Ownership interest in Subsidiaries | Ownership Place of interest Name Type incorporation 2023 2022 Neptune Merger Sub, Inc. Subsidiary United States 100 % 0 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 0 % Vast Solar Aurora Pty Ltd Subsidiary Australia 100 % 100 % Vast Solar 1 Pty Ltd Subsidiary Australia 100 % 100 % Vast Solar Consulting Pty Ltd Subsidiary Australia 100 % 100 % |
Schedule of total expenses incurred and invoiced reimbursement receivable from joint operator | June 30, Particulars 2023 2022 (In thousands of US Dollars) Total expense incurred by both participants — 902 Company’s share (50%) (a) — 451 Total expense incurred by Vast (b) — 711 Net reimbursement to be received from joint operator (b-a) — 260 Reimbursement received during the year 260 330 |
Schedule of joint venture | (In thousands of US Dollars) Initial investment in SiliconAurora Pty Ltd 69 Transaction costs 56 Deferred consideration 1,578 Total consideration 1,703 Relating to: – Call option issued to shareholder 96 – 50% interest in SiliconAurora Pty Ltd 1,607 Vast recognised its 50% share of profit of the joint venture from 15 to June 30, 2022: Legal and consultancy (4) Employee benefit costs (3) Interest expense & other fees (2) Amortisation & depreciation (1) Net loss (10) Carrying value of interest in joint venture at June 30, 2022 1,597 Vast recognises its 50% share of profit of the joint venture for the year ended June 30, 2023: Legal and consultancy (178) Interest expense & other fees (41) Amortisation & depreciation (24) Other expenses (12) Net loss (255) Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd 12 Foreign exchange differences (54) Carrying value of interest in joint venture at June 30, 2023 1,300 |
Schedule of commitments and contingent liabilities in respect of joint ventures | June 30, 2023 2022 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 278 605 |
Summarised statement of financial position for joint venture | June 30, 2023 June 30, 2022 (In thousands of (In thousands of US Dollars) US Dollars) Trade and other receivables 9 — Property, plant and equipment 34 40 Right-of-use assets 1,360 1,454 Total assets 1,403 1,494 Trade and other payables 153 93 Borrowings 477 87 Lease liabilities 1,398 1,446 Total liabilities 2,028 1,626 Net assets (625) (132) Reconciliation to carrying amounts: Opening net assets (132) (1,021) Total comprehensive loss (508) (751) Debt to equity swap — 1,532 Foreign exchange differences 15 108 Closing net assets (625) (132) Vast’s share in % 50 % 50 % Vast’s share in $ (317) (66) Goodwill 1,617 1,663 Carrying amount 1,300 1,597 |
Schedule of summarised statement of profit or loss and other comprehensive income for joint venture | Year Ended June 30, 2023 2022 (In thousands of US Dollars) Expenses incurred for the year categorised into administration, professional and employee benefit (508) (751) Total comprehensive loss for the year (508) (751) |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, plant and equipment | |
Schedule of property, plant and equipment | June 30, 2023 2022 (In thousands of US Dollars) Cost: Office equipment Opening Balance at July 1 38 24 Additions 27 17 Exchange differences (2) (3) Closing Balance at June 30 63 38 Accumulated depreciation: Office equipment Opening Balance at July 1 (19) (10) Depreciation expense (15) (10) Exchange differences 1 1 Closing Balance at June 30 (33) (19) Net book value as of June 30 30 19 |
Right -of-use assets (Tables)
Right -of-use assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Right -of-use assets | |
Schedule of right-of-use asset pertains to the lease of its office | June 30, 2023 2022 (In thousands of US Dollars) Net carrying amount: Office Building 45 81 2023 2022 (In thousands of US Dollars) Movements in carrying amounts: Opening balance at July 1 152 166 Additions during the year — — Exchange differences (6) (14) Closing Balance at June 30 146 152 Accumulated depreciation Opening Balance at July 1 (71) (39) Depreciation expense (34) (37) Exchange differences 4 5 Closing Balance at June 30 (101) (71) Net book value June 30 45 81 Amounts recognised in profit and loss: Depreciation expense on right-of-use asset (34) (37) Interest expense on lease liabilities (6) (10) |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Lease liabilities. | |
Schedule of lease liabilities | June 30, 2023 2022 (In thousands of US Dollars) Current Lease liabilities 26 37 Non-current Lease liabilities 28 56 54 93 |
Schedule of future minimum lease payments | June 30, 2023 2022 (In thousands of US Dollars) Within one year 43 43 Later than one year but not later than 5 years 14 60 Total 57 103 |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Provisions | |
Schedule of provisions | June 30, 2023 2022 (In thousands of US Dollars) Current: Employee benefits 183 148 Non-current: Employee benefits 117 86 Total Provisions 300 234 Movements in provisions: Employee benefits Opening Balance 234 217 Additions 247 197 Utilisations (171) (160) Exchange differences (10) (20) Closing Balance 300 234 |
Issued capital (Tables)
Issued capital (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Issued capital. | |
Schedule of issued capital | June 30, 2023 2022 (In thousands of US Dollars) 25,129,140 fully paid ordinary shares 2,354 2,354 Total (In thousands of Number of shares US Dollars) Opening balance as of July 1, 2021 25,129,140 2,354 Ordinary shares issued during the year — — Closing balance as of June 30, 2022 25,129,140 2,354 Ordinary shares issued during the year — — Closing balance as of June 30, 2023 25,129,140 2,354 |
Reserves (Tables)
Reserves (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Reserves | |
Schedule of reserves | June 30, 2023 2022 (In thousands of US Dollars) Capital contribution reserve 4,591 3,452 Foreign currency translation reserve 3,285 2,394 Share-based payment reserve 4 4 Closing Balance 7,880 5,850 |
Schedule of movement in capital contribution reserve | 2023 2022 (In thousands of US Dollars) As of July 1 3,452 1,755 Interest forgiveness on convertible notes and shareholder loan 1,517 2,411 Call option issued to shareholder — (96) Deferred tax impact (378) (618) As of June 30 4,591 3,452 |
Schedule of movement in foreign currency translation reserve | 2023 2022 (In thousands of US Dollars) As of July 1 2,394 1,015 Movement during the year 891 1,379 As of June 30 3,285 2,394 |
Schedule of movement in share-based payment reserve | 2023 2022 (In thousands of US Dollars) As of July 1 4 4 Add: MEP shares granted during the year — — As of June 30 4 4 |
Accumulated losses_ Retained _2
Accumulated losses/ Retained earnings (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Accumulated losses/ Retained earnings | |
Schedule of Movements in accumulated losses | 2023 2022 (In thousands of US Dollars) As of July 1 (24,432) (18,239) Loss during the year (15,217) (6,193) As of June 30 (39,649) (24,432) |
Financial Instruments - Fair _2
Financial Instruments - Fair values and financial risk management (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Financial Instruments-Fair values and financial risk management | |
Schedule of carrying amounts and fair values of financial liabilities | June 30, 2023 2022 (In thousands of US Dollars) Derivative financial instrument designated at fair value – Level 3 hierarchy 192 32 |
Schedule of valuation technique used in measuring level 3 fair values for financial instruments measured at fair value as well as significant unobservable inputs | Type Valuation technique Significant unobservable inputs Derivative financial instrument designated at fair value – Level 3 hierarchy Derivative valuations have been determined by a Black-Scholes formula adjusted for dilution Risk free rate: 4.57% (2022: 2.58%) |
Schedule of reconciliation of Level 3 fair values | (In thousands of Movements in derivative financial instruments US Dollars) Opening balance as of July 1, 2022 32 Additions 173 Fair value changes recognised in profit and loss (9) Exchange differences (4) Closing balance as of June 30, 2023 192 Opening balance as of July 1, 2021 33 Fair value changes recognised in profit and loss 2 Exchange differences (3) Closing balance as of June 30, 2022 32 |
Schedule of carrying amounts of the Group's foreign currency denominated monetary assets and monetary | June 30, 2023 2022 (In thousands) Trade payables EURO 17 17 USD 66 10 |
Schedule of foreign exchange related amounts recognised in profit or loss and other comprehensive income | June 30, 2023 2022 (In thousands of US Dollars) Amounts recognised in profit or loss Unrealised Currency Gain/(Loss) 1 (1) Realised Currency Gains 14 2 15 1 |
Schedule of maturity analysis of financial instruments | As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 36 months Convertible notes (21,415) 21,708 — (21,708) — Loan from shareholder (5,531) 5,704 — (5,704) — Deferred consideration (955) 995 — (995) — Trade Payables (5,622) 5,622 (5,622) — — Lease liabilities (54) 57 (7) (50) — Total non-derivatives (33,577) 34,086 (5,629) (28,457) — Derivative financial instruments (192) 192 — (192) — As of June 30, 2022 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 36 months Convertible notes (13,943) 12,851 — (12,851) — Loan from shareholder (1,689) 1,838 — (1,838) — Deferred consideration (1,578) 1,653 — (1,653) — Trade Payables (1,543) 1,543 (1,543) — — Lease liabilities (93) 103 (7) (96) — Total non-derivatives (18,846) 17,988 (1,550) (16,438) — Derivative financial instruments (32) 32 — (32) — |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Related party transactions | |
Schedule of ownership interests by related party | Ownership interest Place of Name Type incorporation 2023 2022 AgCentral Pty Ltd Parent company Australia — 100 % AgCentral Energy Pty Ltd Parent company Australia 100 % — Ownership interest Place of Name Type incorporation 2023 2022 Neptune Merger Sub, Inc, Subsidiary United States 100 % — NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % — Vast Solar Aurora Pty Ltd Subsidiary Australia 100 % 100 % Vast Solar 1 Pty Ltd Subsidiary Australia 100 % 100 % Vast Solar Consulting Pty Ltd Subsidiary Australia 100 % 100 % |
Schedule of transactions with related parties | For the year ended June 30, 2023 2022 (In thousands of US Dollars) Lease rental payment to other related parties 43 44 Loan from parent entity 4,015 1,838 Loan from investors 9,348 2,091 Gain on modification of borrowings recognised in the Capital contribution reserve 1,139 1,697 Derivative financial instruments (105) (3) Investment in joint venture (242) 1,712 |
Schedule of key management personnel compensation | For the year ended June 30, 2023 2022 (In thousands of US Dollars) Short-term employee benefits 1,775 1,130 Long-term benefits 27 10 1,802 1,140 (i) June 30, 2023 2022 (In thousands of US Dollars) Opening Balance 8,883 9,709 Capital contribution (excluding tax impact) (732) (993) Interest expense 950 1,003 Exchange differences (339) (836) Closing Balance 8,762 8,883 (ii) June 30, 2023 2022 (In thousands of US Dollars) Opening Balance 3,936 4,496 Capital contribution (excluding tax impact) (366) (1,118) Interest expense 995 952 Exchange differences (160) (394) Closing Balance 4,405 3,936 (iii) June 30, 2023 2022 (In thousands of US Dollars) Opening Balance 1,124 1,226 Capital contribution (excluding tax impact) (94) (133) Additions during the year — — Interest expense 127 135 Exchange differences (43) (104) Closing Balance 1,114 1,124 (iv) June 30, 2023 2022 (In thousands of US Dollars) Opening Balance — — Additions during the year 2,431 — Interest expense 33 — Exchange differences (26) — Closing Balance 2,438 — (v) June 30, June 30, 2023 2022 (In thousands of US Dollars) Initial recognition / face value 1,688 1,838 Additions during the year 4,015 — Capital contribution (excluding tax impact) (325) (168) Interest expense 295 17 Exchange differences (142) 1 Closing Balance 5,531 1,688 |
Schedule of movements in related party debt | June 30, June 30, 2023 2022 (In thousands of US Dollars) Initial recognition / face value 1,688 1,838 Additions during the year 4,015 — Capital contribution (excluding tax impact) (325) (168) Interest expense 295 17 Exchange differences (142) 1 Closing Balance 5,531 1,688 |
Schedule of outstanding balances arising from sales/purchases of goods and services | June 30, 2023 2022 (In thousands of US Dollars) Lease liabilities for lease arrangement with related party (54) (93) |
Schedule of loans to/(from) related parties | June 30, 2023 2022 (In thousands of US Dollars) Loan to joint venture 225 43 Loan from shareholder (5,531) (1,688) Loans from shareholder – Convertible Note 3 (8,762) (8,883) Loans from shareholder – Convertible Note 4 (4,405) (3,936) Loans from shareholder – Convertible Note 5 (1,114) (1,124) Loans from shareholder – Senior Convertible Note (2,438) — |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Cash Flow Information | |
Schedule of net debt | June 30, Net debt 2023 2022 (In thousands of US Dollars) Cash and cash equivalents 2,060 423 Borrowings (26,946) (15,632) Lease liabilities (54) (93) Net debt (24,940) (15,302) |
Schedule of movements in net debt | Liabilities from financing activities Borrowings Leases (In thousands of US Dollars) Net debt as of July 1, 2022 (15,632) (93) Proceeds from loan (11,138) — Capital contribution (excluding tax impact) 1,517 — Fixed payments — 43 Interest expense (2,461) (6) Foreign exchange differences 767 3 Net debt as of June 30, 2023 (26,946) (54) Net debt as of July 1, 2021 (15,431) (137) Proceeds from loan from related party (1,838) — Capital contribution (excluding tax impact) 2,315 — Fixed payments — 46 Interest expense (2,109) (10) Foreign exchange differences 1,431 8 Net debt as of June 30, 2022 (15,632) (93) |
Significant accounting polici_4
Significant accounting policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Jun. 30, 2023 USD ($) segment $ / shares shares | Jun. 30, 2022 USD ($) | Aug. 15, 2023 USD ($) | Jun. 27, 2023 USD ($) | Apr. 13, 2023 USD ($) | Feb. 15, 2023 USD ($) | Feb. 14, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Significant accounting policies | ||||||||
Year-end exchange rate | 0.6630 | 0.6889 | ||||||
Net loss | $ (15,217) | $ (6,193) | ||||||
Used net cash in operating activities | (9,051) | (4,110) | ||||||
Net current liabilities | 23,600 | |||||||
Net total deficit | 29,415 | $ 16,228 | $ 13,111 | |||||
Loans and convertible promissory notes | $ 19,800 | |||||||
Net present value of remaining cash flow, percentage | 10% | |||||||
Impairment loss | $ 0 | |||||||
Fair value of deferred consideration annual discount rate | 7.28% | |||||||
Acquired percentage of shares | 50% | |||||||
Business Combination Agreement | ||||||||
Significant accounting policies | ||||||||
Ordinary shares issued | shares | 490,179 | |||||||
Subscription amount | $ 5,000 | |||||||
Investments each of shares | $ / shares | $ 1 | |||||||
Additional investment | $ / shares | $ 3 | |||||||
Total financing requirement | $ 10,000 | |||||||
Number of operating segments | segment | 1 | |||||||
Maximum | Business Combination Agreement | ||||||||
Significant accounting policies | ||||||||
Ordinary shares issued | shares | 490,197 | |||||||
Nabors Lux | Business Combination Agreement | ||||||||
Significant accounting policies | ||||||||
Aggregate principal amount | $ 5,000 | |||||||
AgCentral Energy | Business Combination Agreement | ||||||||
Significant accounting policies | ||||||||
Aggregate principal amount | $ 10,000 | |||||||
Notes Subscription Agreement | ||||||||
Significant accounting policies | ||||||||
Remaining commitment borrowing | $ 2,500 | |||||||
Notes Subscription Agreement | Nabors Lux | ||||||||
Significant accounting policies | ||||||||
Debt maximum borrowing capacity | $ 5,000 | $ 5,000 | ||||||
Notes Subscription Agreement | AgCentral Energy | ||||||||
Significant accounting policies | ||||||||
Debt maximum borrowing capacity | $ 5,000 | |||||||
Commitment of debt borrowings | 5,000 | $ 2,500 | ||||||
Equity Subscription Agreement | Nabors Lux | ||||||||
Significant accounting policies | ||||||||
Debt maximum borrowing capacity | 15,000 | |||||||
Equity Subscription Agreement | AgCentral Energy | ||||||||
Significant accounting policies | ||||||||
Debt maximum borrowing capacity | $ 30,000 |
Significant accounting polici_5
Significant accounting policies - Depreciation rates used for each class of depreciable assets (Details) - Office equipment | 12 Months Ended |
Jun. 30, 2023 | |
Minimum | |
Depreciation rates used for each class of depreciable assets | |
Depreciation rate | 10% |
Maximum | |
Depreciation rates used for each class of depreciable assets | |
Depreciation rate | 50% |
Revenue from customers (Details
Revenue from customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from customers | ||
Revenue from customers | $ 268 | $ 163 |
Consulting fees | ||
Revenue from customers | ||
Revenue from customers | 170 | 140 |
Margin fees | ||
Revenue from customers | ||
Revenue from customers | $ 98 | $ 23 |
Revenue from customers - Margin
Revenue from customers - Margin fees (Details) | 12 Months Ended |
Jun. 30, 2023 | |
Revenue from customers | |
Margin fee as percentage on administration and handling fee on procurement of equipment, components and materials on behalf of CSIRO | 10% |
Revenue from customers - Disagg
Revenue from customers - Disaggregation of revenue from contracts with customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from customers | ||
Revenue from customers | $ 268 | $ 163 |
At a point in time | ||
Revenue from customers | ||
Revenue from customers | 199 | 23 |
Over time | ||
Revenue from customers | ||
Revenue from customers | 69 | 140 |
CSIRO | ||
Revenue from customers | ||
Revenue from customers | 253 | $ 163 |
Others | ||
Revenue from customers | ||
Revenue from customers | $ 15 |
Grant revenue (Details)
Grant revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Grant revenue | ||
ARENA grant | $ 1,001 | |
R&D tax credit recoveries | $ 651 | 753 |
Grant revenue | $ 651 | $ 1,754 |
Grant revenue - ARENA grant (De
Grant revenue - ARENA grant (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | |
Grant revenue | ||
Deferred grant income | $ 0 | $ 0 |
ARENA grant | $ 1,001 |
Grant revenue - R&D tax incenti
Grant revenue - R&D tax incentives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Grant revenue | ||
Refundable R&D tax offset for the year | $ 651 | $ 753 |
R&D tax credit recoveries | $ 651 | $ 753 |
Expenses (Details)
Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Raw materials and consumables used: | ||
Raw materials and consumables cost | $ 572 | $ 205 |
Power and fuel expense | 28 | 36 |
Raw materials and consumables used | 600 | 241 |
Consultancy expenses: | ||
Consulting - Corporate | 926 | 760 |
Consulting - Projects | 1,208 | 1,174 |
Consultancy expenses | 2,134 | 1,934 |
Administrative and other expenses: | ||
Legal and accounting expenses | 7,151 | 1,163 |
Subscriptions, software and licences | 239 | 137 |
Travelling expenses | 253 | 84 |
Marketing expenses | 111 | 58 |
Other expenses | 326 | 176 |
Administrative and other expenses | 8,080 | 1,618 |
Employee benefits expenses: | ||
Salaries and wages | 2,554 | 2,412 |
Superannuation | 242 | 215 |
Payroll tax | 111 | 92 |
Employee entitlements-annual leave (AL) | 42 | 15 |
Employee entitlements-long service leave (LSL) | 34 | 22 |
Employee benefits expenses | 2,984 | 2,756 |
Research and development expense | $ 1,500 | $ 2,130 |
Income tax benefit (Details)
Income tax benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Deferred tax expense | ||
Decrease/(increase) in deferred tax assets | $ 176 | $ (91) |
(Decrease)/increase in deferred tax liabilities | (554) | (527) |
Deferred tax expense | (378) | (618) |
Income tax (expense) / benefit | $ 378 | $ 618 |
Income tax benefit - Reconcilia
Income tax benefit - Reconciliation of income tax benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income tax benefit | ||
Loss before income tax: | $ (15,595) | $ (6,811) |
Income tax benefit calculated at 25% | (3,899) | (1,703) |
Add: Non-deductible expenses | 1,401 | 60 |
Add: Tax losses not recognised | 1,907 | 781 |
Add: Accounting expenditure subject to R&D | 374 | 432 |
Less: R&D tax recovery | (163) | (188) |
Income tax benefit | $ (378) | $ (618) |
Statutory tax rate | 25% | 25% |
Income tax benefit - Tax losses
Income tax benefit - Tax losses (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Income tax benefit | |
Unused tax losses | $ 12,550 |
Potential future tax benefits | $ 3,140 |
Income tax benefit - Current an
Income tax benefit - Current and deferred tax liabilities/assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current tax assets | ||
R&D tax incentive receivable | $ 638 | $ 714 |
Current tax assets | 638 | 714 |
Deferred tax assets | 419 | 618 |
Deferred tax liabilities | $ (419) | $ (618) |
Income tax benefit - Deferred t
Income tax benefit - Deferred tax assets movement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative financial instruments | ||
Deferred tax balance movement | ||
Beginning Balance | $ 8 | $ 8 |
(Charged)/ credited to profit or loss | (8) | 1 |
Exchange differences (charged)/credited to comprehensive loss | (1) | |
Ending balance | 8 | |
Contract liabilities | ||
Deferred tax balance movement | ||
Beginning Balance | 26 | |
(Charged)/ credited to profit or loss | (24) | |
Exchange differences (charged)/credited to comprehensive loss | (1) | |
Ending balance | 1 | 26 |
Deferred income | ||
Deferred tax balance movement | ||
Beginning Balance | 26 | 259 |
(Charged)/ credited to profit or loss | (223) | |
Exchange differences (charged)/credited to comprehensive loss | (10) | |
Ending balance | 26 | |
Lease liabilities | ||
Deferred tax balance movement | ||
Beginning Balance | 23 | 35 |
(Charged)/ credited to profit or loss | (9) | (9) |
Exchange differences (charged)/credited to comprehensive loss | (1) | (2) |
Ending balance | 13 | 23 |
Share of loss of equity-accounted investee | ||
Deferred tax balance movement | ||
Beginning Balance | 2 | |
(Charged)/ credited to profit or loss | 13 | 3 |
Exchange differences (charged)/credited to comprehensive loss | (1) | |
Ending balance | 15 | 2 |
Unused tax losses carryforwards | ||
Deferred tax balance movement | ||
Beginning Balance | 466 | 220 |
(Charged)/ credited to profit or loss | (58) | 278 |
Exchange differences (charged)/credited to comprehensive loss | (18) | (32) |
Ending balance | 390 | 466 |
Provisions and accruals | ||
Deferred tax balance movement | ||
Beginning Balance | 93 | 59 |
(Charged)/ credited to profit or loss | (90) | 41 |
Exchange differences (charged)/credited to comprehensive loss | (3) | (7) |
Ending balance | 93 | |
Deferred tax assets | ||
Deferred tax balance movement | ||
Beginning Balance | 618 | 581 |
(Charged)/ credited to profit or loss | (176) | 91 |
Exchange differences (charged)/credited to comprehensive loss | (23) | (53) |
Ending balance | $ 419 | $ 618 |
Income tax benefit - Deferred_2
Income tax benefit - Deferred tax liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Borrowings - convertible notes | ||
Deferred tax balance movement | ||
Beginning Balance | $ (585) | $ (544) |
(Charged)/ credited to profit or loss | 551 | 527 |
Movement in equity | (378) | (618) |
Exchange differences (charged)/credited to comprehensive loss | 22 | 50 |
Ending balance | (390) | (585) |
Property, plant and equipment | ||
Deferred tax balance movement | ||
Beginning Balance | (5) | (4) |
(Charged)/ credited to profit or loss | (3) | (1) |
Ending balance | (8) | (5) |
Right of use asset | ||
Deferred tax balance movement | ||
Beginning Balance | (20) | (32) |
(Charged)/ credited to profit or loss | 10 | 8 |
Exchange differences (charged)/credited to comprehensive loss | 4 | |
Ending balance | (10) | (20) |
Prepaid expenses | ||
Deferred tax balance movement | ||
Beginning Balance | (8) | (1) |
(Charged)/ credited to profit or loss | (4) | (7) |
Exchange differences (charged)/credited to comprehensive loss | 1 | |
Ending balance | (11) | (8) |
Deferred tax liabilities | ||
Deferred tax balance movement | ||
Beginning Balance | (618) | (581) |
(Charged)/ credited to profit or loss | 554 | 527 |
Movement in equity | (378) | (618) |
Exchange differences (charged)/credited to comprehensive loss | 23 | 54 |
Ending balance | $ (419) | $ (618) |
Loss per share (Details)
Loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Loss per share | ||
Basic loss per share (in dollars per share) | $ (0.61) | $ (0.25) |
Diluted loss per share (in dollars per share) | $ (0.61) | $ (0.25) |
Reconciliations of loss used in calculating loss per share | ||
Net loss | $ (15,217) | $ (6,193) |
Loss used in calculating diluted loss per share | $ (15,217) | $ (6,193) |
Weighted-average number of common shares outstanding (in thousands): | ||
Weighted average number of ordinary shares used as the denominator in calculating basic loss per share (in shares) | 25,129 | 25,129 |
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share (in shares) | 25,129 | 25,129 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Trade and other receivables | ||
Trade receivables | $ 4 | $ 4 |
Goods and Service Tax receivable | 204 | 77 |
Other receivables | 106 | |
Total trade and other receivables | $ 314 | $ 81 |
Average credit period | 30 days |
Contract liabilities (Details)
Contract liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Contract liabilities | ||
Unearned revenue | $ 2 | $ 104 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Trade and other payables | ||
Trade payables | $ 1,264 | $ 1,041 |
Accrued expenses | 4,280 | 137 |
Advance received for procurement | 366 | |
Other payables | 78 | |
Total trade and other payables | $ 5,622 | $ 1,544 |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Borrowings | ||
Current borrowings | $ 19,812 | |
Non-current borrowings | 7,134 | $ 15,632 |
Convertible Note 3 | ||
Borrowings | ||
Current borrowings | 8,762 | |
Non-current borrowings | 8,883 | |
Convertible Note 4 | ||
Borrowings | ||
Current borrowings | 4,405 | |
Non-current borrowings | 3,937 | |
Convertible Note 5 | ||
Borrowings | ||
Current borrowings | 1,114 | |
Non-current borrowings | 1,124 | |
Senior Convertible Note | ||
Borrowings | ||
Non-current borrowings | 7,134 | |
Loan from shareholder | ||
Borrowings | ||
Current borrowings | $ 5,531 | |
Non-current borrowings | $ 1,688 |
Borrowings - Convertible Notes
Borrowings - Convertible Notes (Details) $ in Thousands, $ in Thousands | Jun. 30, 2023 AUD ($) | Jun. 30, 2023 USD ($) | Jun. 27, 2023 AUD ($) NotesSeries | Jun. 27, 2023 USD ($) NotesSeries | Apr. 13, 2023 AUD ($) NotesSeries | Apr. 13, 2023 USD ($) NotesSeries | Feb. 15, 2023 AUD ($) NotesSeries $ / NotesSeries | Feb. 15, 2023 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2021 AUD ($) | Jun. 30, 2021 USD ($) | Apr. 27, 2021 AUD ($) NotesSeries | Apr. 27, 2021 USD ($) NotesSeries | Aug. 11, 2020 AUD ($) NotesSeries $ / NotesSeries | Aug. 11, 2020 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2020 AUD ($) | Jun. 30, 2020 USD ($) | Sep. 25, 2019 AUD ($) NotesSeries | Sep. 25, 2019 USD ($) NotesSeries | Sep. 10, 2019 AUD ($) NotesSeries | Sep. 10, 2019 USD ($) NotesSeries | Jun. 12, 2018 AUD ($) NotesSeries | Jun. 12, 2018 USD ($) NotesSeries | May 28, 2018 AUD ($) NotesSeries | May 28, 2018 USD ($) NotesSeries | May 23, 2018 AUD ($) NotesSeries | May 23, 2018 USD ($) NotesSeries | Mar. 23, 2018 AUD ($) NotesSeries | Mar. 23, 2018 USD ($) NotesSeries | Feb. 26, 2018 AUD ($) NotesSeries | Feb. 26, 2018 USD ($) NotesSeries | Feb. 07, 2018 AUD ($) NotesSeries | Feb. 07, 2018 USD ($) NotesSeries | Jan. 31, 2018 AUD ($) NotesSeries | Jan. 31, 2018 USD ($) NotesSeries | Jan. 18, 2018 AUD ($) NotesSeries $ / NotesSeries | Jan. 18, 2018 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2017 AUD ($) | Jun. 30, 2017 USD ($) | Nov. 23, 2016 AUD ($) NotesSeries | Nov. 23, 2016 USD ($) NotesSeries | Sep. 15, 2016 AUD ($) NotesSeries | Sep. 15, 2016 USD ($) NotesSeries | Jun. 30, 2016 AUD ($) NotesSeries $ / NotesSeries | Jun. 30, 2016 USD ($) NotesSeries $ / NotesSeries |
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 29,030 | $ 20,351 | ||||||||||||||||||||||||||||||||||||||||||
Convertible Note 3 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 3.4934 | 3.4934 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 9,863 | $ 6,890 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 26,802 | 26,802 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 9,363 | $ 6,548 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 715 | 715 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 250 | $ 172 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 715 | 715 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 250 | $ 170 | ||||||||||||||||||||||||||||||||||||||||||
Convertible Note 4 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.1768 | 0.1768 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 6,357 | $ 4,651 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 62,216 | 62,216 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,100 | $ 876 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 5,656 | 5,656 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 100 | $ 81 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,312 | 11,312 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 158 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 4 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 8,484 | 8,484 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 150 | $ 118 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 5 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 25,452 | 25,452 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 450 | $ 347 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 6 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,313 | 11,313 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 151 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 7 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,313 | 11,313 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 152 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 8 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 47,511 | 47,511 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 840 | $ 640 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 9 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 105,602 | 105,602 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,867 | $ 1,280 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 10 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 70,701 | 70,701 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,250 | $ 848 | ||||||||||||||||||||||||||||||||||||||||||
Convertible Note 5 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.0001 | 0.0001 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,750 | $ 1,310 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 5, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 87,500,000 | 87,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 875 | $ 628 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 5, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 87,500,000 | 87,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 875 | $ 682 | ||||||||||||||||||||||||||||||||||||||||||
Senior Convertible Note | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.010 | 0.010 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 11,060 | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,604 | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note , tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,731 | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,725 | $ 2,500 |
Borrowings - Convertible Note_2
Borrowings - Convertible Notes Narratives (Details) | 12 Months Ended |
Jun. 30, 2023 NotesSeries M $ / shares | |
Loan-Convertible Note 3, 4, 5 | |
Borrowings | |
Number of shares on conversion | NotesSeries | 1 |
Interest rate | 8% |
Interest payable term | 6 months |
Option to settle interest payments in cash or by issuance of additional convertible note, Number of months | 18 |
Noteholders interest settlement term, number of months | 18 |
Senior Convertible Note | |
Borrowings | |
Interest rate | 4% |
Interest payable term | 6 months |
Notes conversion, conversion price discount percentage | 25% |
Conversion price (in dollars per share) | $ / shares | $ 10.20 |
Term | 18 months |
Borrowings - Embedded derivativ
Borrowings - Embedded derivative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Borrowings | ||
Embedded derivative | $ 192 | $ 32 |
Interest expense by applying respective effective interest rate applicable to the tranches | $ 2,166 | $ 2,091 |
Average | ||
Borrowings | ||
Interest rate | 24.31% | 25.37% |
Convertible Note 3 | ||
Borrowings | ||
Interest expense by applying respective effective interest rate applicable to the tranches | $ 950 | $ 1,003 |
Convertible Note 4 | ||
Borrowings | ||
Embedded derivative | 1 | |
Interest expense by applying respective effective interest rate applicable to the tranches | 995 | 953 |
Convertible Note 5 | ||
Borrowings | ||
Embedded derivative | 18 | 31 |
Interest expense by applying respective effective interest rate applicable to the tranches | 127 | $ 135 |
Senior Convertible Note | ||
Borrowings | ||
Embedded derivative | 174 | |
Interest expense by applying respective effective interest rate applicable to the tranches | $ 94 | |
Interest rate | 4% |
Borrowings - Loan from sharehol
Borrowings - Loan from shareholder (Details) $ in Thousands, $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 AUD ($) | Jun. 30, 2022 USD ($) | |
Borrowings | |||
Proceeds from borrowings | $ 11,515 | $ 1,838 | |
Average | |||
Borrowings | |||
Interest rate | 24.31% | 24.31% | 25.37% |
Loan from shareholder | |||
Borrowings | |||
Proceeds from borrowings | $ 4,000 | $ 5.9 | |
Loan from shareholder | Average | |||
Borrowings | |||
Interest rate | 6.47% | 6.47% | 5.05% |
Interest in other entities (Det
Interest in other entities (Details) - item | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Interest in other entities | ||
Number of wholly owned subsidiaries | 6 | |
Neptune Merger Sub, Inc. | ||
Interest in other entities | ||
Ownership interest, percentage | 100% | 0% |
NWQHPP Pty Ltd | ||
Interest in other entities | ||
Ownership interest, percentage | 100% | 100% |
Solar Methanol 1 Pty Ltd | ||
Interest in other entities | ||
Ownership interest, percentage | 100% | 0% |
Vast Solar Aurora Pty Ltd | ||
Interest in other entities | ||
Ownership interest, percentage | 100% | 100% |
Vast Solar 1 Pty Ltd | ||
Interest in other entities | ||
Ownership interest, percentage | 100% | 100% |
Vast Solar Consulting Pty Ltd | ||
Interest in other entities | ||
Ownership interest, percentage | 100% | 100% |
Interest in other entities - Jo
Interest in other entities - Joint operation (Details) - Joint operations - Joint operator - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Interest in other entities | ||
Interest held in Percentage | 50% | |
Total expense incurred by both participants | $ 902 | |
Company's share (50%) (a) | 451 | |
Total expense incurred by Vast (b) | 711 | |
Net reimbursement to be received from joint operator (b-a) | 260 | |
Reimbursement received during the year | $ 260 | $ 330 |
Reimbursement receivable | $ 300 |
Interest in other entities - _2
Interest in other entities - Joint venture (Details) - SiliconAurora - USD ($) $ in Thousands | 1 Months Ended | ||
Jun. 15, 2022 | Jul. 31, 2022 | Jun. 30, 2023 | |
Joint venture | |||
Percentage of ownership interest | 50% | ||
Initial consideration | $ 70 | ||
Deferred consideration | $ 1,580 | ||
Deferred consideration paid | $ 620 | ||
Remaining deferred consideration expected to be paid | $ 960 |
Interest in other entities - _3
Interest in other entities - Joint venture investment (Details) $ in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 AUD ($) | |
Joint venture | |||
Legal and consultancy | $ (178) | ||
Employee benefits expenses | (2,984) | $ (2,756) | |
Interest expense & other fees | (41) | ||
Amortisation & depreciation | (24) | ||
Other expenses | (12) | ||
Net loss | (255) | ||
Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd | 12 | ||
Foreign exchange differences | (54) | ||
Carrying value of interest in joint venture | 1,300 | ||
Total Face value | 20,351 | $ 29,030 | |
SiliconAurora | |||
Joint venture | |||
Initial investment in SiliconAurora Pty Ltd | 69 | ||
Transaction costs | 56 | ||
Deferred consideration | 1,578 | ||
Total consideration | 1,703 | ||
- Call option issued to shareholder | 96 | ||
- 50% interest in SiliconAurora Pty Ltd | $ 1,607 | ||
Legal and consultancy | (4) | ||
Employee benefits expenses | (3) | ||
Interest expense & other fees | (2) | ||
Amortisation & depreciation | (1) | ||
Net loss | (10) | ||
Carrying value of interest in joint venture | $ 1,597 | ||
Loan term | 3 years | ||
SiliconAurora | Interest-free shareholder loan | |||
Joint venture | |||
Total Face value | $ 230 |
Interest in other entities - Co
Interest in other entities - Commitments and contingent liabilities in respect of joint ventures (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Interest in other entities | ||
Commitment to provide funding for joint venture's commitments, if called | $ 278 | $ 605 |
Estimated fair value of call options | $ 100 |
Interest in other entities - Su
Interest in other entities - Summarised statement of financial position for joint venture (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Joint venture | ||
Trade and other receivables | $ 314 | $ 81 |
Property, plant and equipment | 30 | 19 |
Right-of-use-assets | 45 | 81 |
Total assets | 4,656 | 2,989 |
Trade and other payables | 5,622 | 1,544 |
Borrowings | 7,134 | 15,632 |
Lease liabilities | 54 | 93 |
Total liabilities | 34,071 | 19,217 |
Reconciliation to carrying amounts: | ||
Total comprehensive loss | (14,326) | (4,814) |
Foreign exchange differences | 891 | 1,379 |
Vast's share in $ | (255) | |
SiliconAurora | ||
Joint venture | ||
Trade and other receivables | 9 | |
Property, plant and equipment | 34 | 40 |
Right-of-use-assets | 1,360 | 1,454 |
Total assets | 1,403 | 1,494 |
Trade and other payables | 153 | 93 |
Borrowings | 477 | 87 |
Lease liabilities | 1,398 | 1,446 |
Total liabilities | 2,028 | 1,626 |
Net assets | (625) | (132) |
Reconciliation to carrying amounts: | ||
Opening net assets | (132) | (1,021) |
Total comprehensive loss | (508) | (751) |
Debt to equity swap | 1,532 | |
Foreign exchange differences | 15 | 108 |
Closing net assets | $ (625) | $ (132) |
Vast's share in % | 50% | 50% |
Vast's share in $ | $ (317) | $ (66) |
Goodwill | 1,617 | 1,663 |
Carrying value of interest in joint venture | $ 1,300 | $ 1,597 |
Interest in other entities - _4
Interest in other entities - Summarised statement of profit or loss and other comprehensive income for joint venture (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Joint venture | ||
Total comprehensive loss for the year | $ (14,326) | $ (4,814) |
SiliconAurora | ||
Joint venture | ||
Expenses incurred for the year categorised into administration, professional and employee benefit | (508) | (751) |
Total comprehensive loss for the year | $ (508) | $ (751) |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, plant and equipment | ||
Opening Balance at July 1 | $ 19 | |
Closing Balance at June 30 | 30 | $ 19 |
Office equipment | ||
Property, plant and equipment | ||
Opening Balance at July 1 | 19 | |
Closing Balance at June 30 | 30 | 19 |
Cost | Office equipment | ||
Property, plant and equipment | ||
Opening Balance at July 1 | 38 | 24 |
Additions | 27 | 17 |
Exchange differences | (2) | (3) |
Closing Balance at June 30 | 63 | 38 |
Accumulated depreciation | Office equipment | ||
Property, plant and equipment | ||
Opening Balance at July 1 | (19) | (10) |
Depreciation expense | (15) | (10) |
Exchange differences | 1 | 1 |
Closing Balance at June 30 | $ (33) | $ (19) |
Right -of-use assets - Net carr
Right -of-use assets - Net carrying amount and movements in carrying amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Right -of-use assets | ||
Opening balance at July 1 | $ 81 | |
Depreciation expense | (34) | $ (37) |
Closing Balance at June 30 | 45 | 81 |
Office Building | ||
Right -of-use assets | ||
Opening balance at July 1 | 81 | |
Closing Balance at June 30 | 45 | 81 |
Office Building | Cost | ||
Right -of-use assets | ||
Opening balance at July 1 | 152 | 166 |
Exchange differences | (6) | (14) |
Closing Balance at June 30 | 146 | 152 |
Office Building | Accumulated depreciation | ||
Right -of-use assets | ||
Opening balance at July 1 | (71) | (39) |
Depreciation expense | (34) | (37) |
Exchange differences | 4 | 5 |
Closing Balance at June 30 | $ (101) | $ (71) |
Right -of-use assets - Amounts
Right -of-use assets - Amounts recognised in profit and loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Right -of-use assets | ||
Depreciation expense on right-of-use asset | $ (34) | $ (37) |
Interest expense on lease liabilities | $ (6) | $ (10) |
Lease liabilities (Details)
Lease liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Lease liabilities. | ||
Lease liabilities | $ 26 | $ 37 |
Lease liabilities | 28 | 56 |
Total | $ 54 | $ 93 |
Lease liabilities - Future mini
Lease liabilities - Future minimum lease payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Future minimum lease payments | ||
Total | $ 57 | $ 103 |
Within one year | ||
Future minimum lease payments | ||
Total | 43 | 43 |
Later than one year but not later than 5 years | ||
Future minimum lease payments | ||
Total | $ 14 | $ 60 |
Provisions (Details)
Provisions (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current: | ||
Employee benefits | $ 183 | $ 148 |
Non-current: | ||
Employee benefits | 117 | 86 |
Total Provisions | $ 300 | $ 234 |
Provisions - Movements in provi
Provisions - Movements in provisions (Details) - Provision for employee benefits - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Movements in provisions: | ||
Opening Balance | $ 234 | $ 217 |
Additions | 247 | 197 |
Utilisations | (171) | (160) |
Exchange differences | (10) | (20) |
Closing Balance | $ 300 | $ 234 |
Issued capital (Details)
Issued capital (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Issued capital. | |||
Issued capital | $ 2,354 | $ 2,354 | $ 2,354 |
Number of fully paid ordinary shares | 25,129,140 | 25,129,140 |
Issued capital - Ordinary share
Issued capital - Ordinary shares (Details) $ / shares in Units, $ in Thousands, $ in Thousands | 12 Months Ended | |||
Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2021 AUD ($) $ / shares shares | |
Number of shares | ||||
Ordinary shares, Balance at beginning | 25,129,140 | 25,129,140 | ||
Ordinary shares issued during the year | 0 | 0 | 25,000,000 | 25,000,000 |
Ordinary shares, Balance at ending | 25,129,140 | 25,129,140 | 25,129,140 | 25,129,140 |
Equity: | ||||
Ordinary shares amount, Balance at beginning | $ | $ 2,354 | $ 2,354 | ||
Ordinary shares issued during the year | 0 | 0 | $ 250 | |
Ordinary shares amount, Balance at ending | $ | $ 2,354 | $ 2,354 | $ 2,354 | |
Number of shares issued | 0 | 0 | 25,000,000 | 25,000,000 |
Issue price per share | $ / shares | $ 0.01 | |||
Value of shares issued | $ 0 | $ 0 | $ 250 |
Reserves (Details)
Reserves (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Reserves | |||
Capital contribution reserve | $ 4,591 | $ 3,452 | $ 1,755 |
Foreign currency translation reserve | 3,285 | 2,394 | 1,015 |
Share-based payment reserve | 4 | 4 | $ 4 |
Closing Balance | $ 7,880 | $ 5,850 |
Reserves - Movement in capital
Reserves - Movement in capital contribution reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Reserves | ||
Balance as of beginning | $ 3,452 | $ 1,755 |
Interest forgiveness on convertible notes and shareholder loan | 1,517 | 2,411 |
Call option issued to shareholder | (96) | |
Deferred tax impact | (378) | (618) |
Balance as of ending | $ 4,591 | $ 3,452 |
Reserves - Movement in foreign
Reserves - Movement in foreign currency translation reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Reserves | ||
Balance as of beginning | $ 2,394 | $ 1,015 |
Movement during the year | 891 | 1,379 |
Balance as of ending | $ 3,285 | $ 2,394 |
Reserves - Movement in share-ba
Reserves - Movement in share-based payment reserve (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Reserves | ||
Balance as of beginning | $ 4 | $ 4 |
Balance as of ending | $ 4 | $ 4 |
Reserves - Movement in share-_2
Reserves - Movement in share-based payment shares (equity settled) (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Feb. 14, 2023 AUD ($) $ / shares | Jun. 30, 2021 shares $ / shares | Jun. 30, 2023 shares | |
MEP shares (equity settled) | |||
Plan pool limit (in shares) | shares | 100 | ||
Number of shares issued under MEP (in shares) | shares | 80 | ||
Fair value of shares issued under MEP (in dollars per share) | $ / shares | $ 70 | $ 70 | |
Cash proceeds received for shares issued under MEP (in dollars per share) | $ / shares | $ 10 | $ 10 | |
Expected price volatility of the company's shares (as a percent) | 40% | ||
Minimum | |||
MEP shares (equity settled) | |||
Underlying asset value | $ 1 | ||
Exercise price | $ 6.9 | ||
Risk-free interest rate (as a percent) | 0.25% | ||
Maximum | |||
MEP shares (equity settled) | |||
Underlying asset value | $ 4 | ||
Exercise price | $ 8.3 | ||
Risk-free interest rate (as a percent) | 0.26% | ||
Where the sale price of share is AUD$10 million or less | |||
MEP shares (equity settled) | |||
Management's share of exit proceeds (as a percent) | 25% | ||
Where the sale price of share is above AUD$10 million | |||
MEP shares (equity settled) | |||
Management's share of exit proceeds (as a percent) | 33.33% |
Accumulated losses_ Retained _3
Accumulated losses/ Retained earnings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated losses/ Retained earnings | ||
Balance at beginning | $ (24,432) | $ (18,239) |
Net loss | (15,217) | (6,193) |
Balance at ending | $ (39,649) | $ (24,432) |
Financial Instruments - Fair _3
Financial Instruments - Fair values and financial risk management - Carrying amounts and fair values of financial liabilities (Details) - Derivatives - Level 3 - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Financial Instruments-Fair values and financial risk management | |||
Financial liabilities | $ 192 | $ 32 | $ 33 |
Designated at fair value | |||
Financial Instruments-Fair values and financial risk management | |||
Financial liabilities | $ 192 | $ 32 |
Financial Instruments - Fair _4
Financial Instruments - Fair values and financial risk management - Valuation technique and significant unobservable inputs (Details) $ in Thousands | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) |
Financial Instruments-Fair values and financial risk management | ||
Increase (decrease) in financial instrument due to increase in risk assumption | $ 10 | $ 10 |
Risk free rate | ||
Financial Instruments-Fair values and financial risk management | ||
Significant unobservable inputs | 4.57 | 2.58 |
Percentage of reasonable possible increase in risk assumption | 10% | 10% |
Volatility | ||
Financial Instruments-Fair values and financial risk management | ||
Significant unobservable inputs | 40 | 40 |
Percentage of reasonable possible increase in risk assumption | 10% | 10% |
Financial Instruments - Fair _5
Financial Instruments - Fair values and financial risk management - Reconciliation of fair value (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Financial Instruments-Fair values and financial risk management | ||
Transfers from Level 3 fair values | $ 0 | |
Derivatives | ||
Financial Instruments-Fair values and financial risk management | ||
Balance at beginning | 32 | $ 33 |
Additions | 173 | |
Fair value changes recognised in profit and loss | (9) | 2 |
Exchange differences | (4) | (3) |
Balance at ending | $ 192 | $ 32 |
Financial Instruments - Fair _6
Financial Instruments - Fair values and financial risk management - Exposure to foreign currency risk (Details) - Currency risk - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
EURO | ||
Financial Instruments-Fair values and financial risk management | ||
Risk exposure on liabilities | $ 17 | $ 17 |
USD | ||
Financial Instruments-Fair values and financial risk management | ||
Risk exposure on liabilities | $ 66 | $ 10 |
Financial Instruments - Fair _7
Financial Instruments - Fair values and financial risk management - Amounts recognised in profit or loss and other comprehensive income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Financial Instruments-Fair values and financial risk management | ||
Unrealised Currency Gain/(Loss) | $ 14 | $ 2 |
Realised Currency Gains | 1 | (1) |
Foreign currency gain (losses) recognized in profit or loss and other comprehensive income | $ 15 | $ 1 |
Financial Instruments - Fair _8
Financial Instruments - Fair values and financial risk management - Credit risk (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Financial Instruments-Fair values and financial risk management | |||
Cash and cash equivalents | $ 2,060 | $ 423 | $ 3,098 |
Financial Instruments - Fair _9
Financial Instruments - Fair values and financial risk management - Liquidity risk (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Total non-derivatives | ||
Financial Instruments-Fair values and financial risk management | ||
Carrying amount | $ (33,577) | $ (18,846) |
Total contractual cash flows | 34,086 | 17,988 |
Total non-derivatives | 2 months or less | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, non-derivative financial instruments | (5,629) | (1,550) |
Total non-derivatives | 3-36 months | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, non-derivative financial instruments | (28,457) | (16,438) |
Convertible notes | ||
Financial Instruments-Fair values and financial risk management | ||
Carrying amount | (21,415) | (13,943) |
Total contractual cash flows | 21,708 | 12,851 |
Convertible notes | 3-36 months | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, non-derivative financial instruments | (21,708) | (12,851) |
Loan from shareholder | ||
Financial Instruments-Fair values and financial risk management | ||
Carrying amount | (5,531) | (1,689) |
Total contractual cash flows | 5,704 | 1,838 |
Loan from shareholder | 3-36 months | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, non-derivative financial instruments | (5,704) | (1,838) |
Deferred consideration | ||
Financial Instruments-Fair values and financial risk management | ||
Carrying amount | (955) | (1,578) |
Total contractual cash flows | 995 | 1,653 |
Deferred consideration | 3-36 months | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, non-derivative financial instruments | (995) | (1,653) |
Trade Payables | ||
Financial Instruments-Fair values and financial risk management | ||
Carrying amount | (5,622) | (1,543) |
Total contractual cash flows | 5,622 | 1,543 |
Trade Payables | 2 months or less | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, non-derivative financial instruments | (5,622) | (1,543) |
Lease liabilities | ||
Financial Instruments-Fair values and financial risk management | ||
Carrying amount | (54) | (93) |
Total contractual cash flows | 57 | 103 |
Lease liabilities | 2 months or less | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, non-derivative financial instruments | (7) | (7) |
Lease liabilities | 3-36 months | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, non-derivative financial instruments | (50) | (96) |
Derivative financial instruments | ||
Financial Instruments-Fair values and financial risk management | ||
Carrying amount | (192) | (32) |
Total contractual cash flows, derivative financial instruments | 192 | 32 |
Derivative financial instruments | 3-36 months | ||
Financial Instruments-Fair values and financial risk management | ||
Total contractual cash flows, derivative financial instruments | $ (192) | $ (32) |
Financial Instruments - Fair_10
Financial Instruments - Fair values and financial risk management - Liquidity risk narration (Details) | 12 Months Ended |
Jun. 30, 2023 | |
Senior Convertible Note | |
Financial Instruments-Fair values and financial risk management | |
Interest rate | 4% |
Liquidity risk | Convertible notes 3, 4 and 5 | |
Financial Instruments-Fair values and financial risk management | |
Interest rate | 8% |
Interest payment period | 6 months |
Liquidity risk | Senior Convertible Note | |
Financial Instruments-Fair values and financial risk management | |
Interest rate | 4% |
Interest payment period | 6 months |
Contingent assets, liabilitie_2
Contingent assets, liabilities & commitment (Details) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 USD ($) | Jun. 30, 2021 MW | |
Contingent assets, liabilities & commitment | ||
Power capacity of funded concentrated solar thermal power | MW | 30 | |
Margin fee percentage on supply margin on qualifying equipment sales | 8.50% | |
Contingent liabilities | $ | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Parent - Subsequent Events $ in Millions | Sep. 18, 2023 USD ($) shares | Sep. 07, 2023 item | Aug. 15, 2023 USD ($) |
Senior Secured Convertible Notes Subscription Agreement | |||
Subsequent Events | |||
Amount funded | $ 2.5 | ||
Aggregate commitment amount | $ 5 | ||
New Wholly Owned Subsidiaries Established | |||
Subsequent Events | |||
Number of new wholly owned subsidiaries established | item | 2 | ||
Subscription Agreement with Canberra Airport Group | |||
Subsequent Events | |||
Number of shares issued, first issue | shares | 490,179 | ||
Value of shares issued, first issue | $ 5 | ||
Number of shares issued, second issue | shares | 490,197 | ||
Value of shares issued, second issue | $ 5 |
Proposed Business Combination (
Proposed Business Combination (Details) $ in Millions | Sep. 18, 2023 USD ($) shares | Jun. 27, 2023 USD ($) | Apr. 13, 2023 USD ($) | Feb. 15, 2023 USD ($) | Feb. 14, 2023 USD ($) item shares |
Proposed Business Combination | |||||
Minimum cash balance, net of uncapped transaction costs | $ 50 | ||||
Nabors Lux | |||||
Proposed Business Combination | |||||
Payments for funding of notes subscription agreement | $ 5 | $ 5 | |||
AgCentral Energy | |||||
Proposed Business Combination | |||||
Convertible notes subscription, maximum amount per subscriber | $ 5 | ||||
Payments for funding of notes subscription agreement | 2.5 | ||||
Nabors Lux and AgCentral Energy | |||||
Proposed Business Combination | |||||
Equity subscription, maximum amount per subscriber | 15 | ||||
Equity subscription, maximum aggregate amount | $ 30 | ||||
Senior Secured Convertible Notes | Nabors Lux and AgCentral Energy | |||||
Proposed Business Combination | |||||
Convertible notes subscription, maximum amount per subscriber | 5 | ||||
Convertible notes subscription, maximum aggregate amount | $ 10 | ||||
NETC | |||||
Proposed Business Combination | |||||
BCA, number of shares issued in exchange for Class A common stock | shares | 1 | ||||
Number of initial shareholders of NETC | item | 1 | ||||
NETC | Maximum | |||||
Proposed Business Combination | |||||
Maximum number of shares which may be issued to Vast shareholders | shares | 2,799,999 | ||||
Maximum shares which may be issued to initial shareholders of NETC | shares | 3,900,000 | ||||
Canberra Airport Group | Subsequent Events | |||||
Proposed Business Combination | |||||
Number of shares issued, first issue | shares | 490,179 | ||||
Value of shares issued, first issue | $ 5 | ||||
Number of shares issued, second issue | shares | 490,197 | ||||
Value of shares issued, second issue | $ 5 | ||||
Total financing requirement under BCA | $ 10 | ||||
AgCentral Energy and NETC | |||||
Proposed Business Combination | |||||
BCA, number of shares issued | shares | 3,000,000 |
Related party transactions - Ow
Related party transactions - Ownership interests (Details) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Parent | ||
Related party transactions | ||
Ownership interest, percentage | 100% | |
Ownership interest, percentage | 100% | |
Neptune Merger Sub, Inc | ||
Related party transactions | ||
Ownership interest, percentage | 100% | |
NWQHPP Pty Ltd | ||
Related party transactions | ||
Ownership interest, percentage | 100% | 100% |
Solar Methanol 1 Pty Ltd | ||
Related party transactions | ||
Ownership interest, percentage | 100% | |
Vast Solar Aurora Pty Ltd | ||
Related party transactions | ||
Ownership interest, percentage | 100% | 100% |
Vast Solar 1 Pty Ltd | ||
Related party transactions | ||
Ownership interest, percentage | 100% | 100% |
Vast Solar Consulting Pty Ltd | ||
Related party transactions | ||
Ownership interest, percentage | 100% | 100% |
Related party transactions -Tra
Related party transactions -Transactions with other related parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Related party transactions | ||
Lease rental payment to other related parties | $ 43 | $ 44 |
Gain on modification of borrowings recognised in the Capital contribution reserve | 1,139 | 1,697 |
Derivative financial instruments | (105) | (3) |
Investment in joint venture | (242) | 1,712 |
Parent | ||
Related party transactions | ||
Loan | 4,015 | 1,838 |
Investors | ||
Related party transactions | ||
Loan | $ 9,348 | $ 2,091 |
Related party transactions - Ke
Related party transactions - Key management personnel compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Related party transactions | ||
Short-term employee benefits | $ 1,775 | $ 1,130 |
Long-term benefits | 27 | 10 |
Total | $ 1,802 | $ 1,140 |
Related party transactions - De
Related party transactions - Debt (Details) - Related parties - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Convertible Note 3 | ||
Related party transactions | ||
Opening Balance | $ 8,883 | $ 9,709 |
Capital contribution (excluding tax impact) | (732) | (993) |
Interest expense | 950 | 1,003 |
Exchange differences | (339) | (836) |
Closing Balance | 8,762 | 8,883 |
Convertible Note 4 | ||
Related party transactions | ||
Opening Balance | 3,936 | 4,496 |
Capital contribution (excluding tax impact) | (366) | (1,118) |
Interest expense | 995 | 952 |
Exchange differences | (160) | (394) |
Closing Balance | 4,405 | 3,936 |
Convertible Note 5 | ||
Related party transactions | ||
Opening Balance | 1,124 | 1,226 |
Capital contribution (excluding tax impact) | (94) | (133) |
Interest expense | 127 | 135 |
Exchange differences | (43) | (104) |
Closing Balance | 1,114 | 1,124 |
Senior Convertible Note | ||
Related party transactions | ||
Additions during the year | 2,431 | |
Interest expense | 33 | |
Exchange differences | (26) | |
Closing Balance | 2,438 | |
Loan from shareholder | ||
Related party transactions | ||
Opening Balance | 1,688 | 1,838 |
Capital contribution (excluding tax impact) | (325) | (168) |
Additions during the year | 4,015 | |
Interest expense | 295 | 17 |
Exchange differences | (142) | 1 |
Closing Balance | $ 5,531 | $ 1,688 |
Related party transactions - Ou
Related party transactions - Outstanding balances arising from sales/purchases of goods and services (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Related party transactions | ||
Lease liabilities for lease arrangement with related party | $ (54) | $ (93) |
Related party transactions - Lo
Related party transactions - Loans to/(from) related parties (Details) - Related parties - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Related party transactions | ||
Loans to joint venture | $ 225 | $ 43 |
Convertible Note 3 | ||
Related party transactions | ||
Loans from shareholder | (8,762) | (8,883) |
Convertible Note 4 | ||
Related party transactions | ||
Loans from shareholder | (4,405) | (3,936) |
Convertible Note 5 | ||
Related party transactions | ||
Loans from shareholder | (1,114) | (1,124) |
Senior Convertible Note | ||
Related party transactions | ||
Loans from shareholder | (2,438) | |
Loan from shareholder | ||
Related party transactions | ||
Loans from shareholder | $ (5,531) | $ (1,688) |
Cash Flow Information - Net deb
Cash Flow Information - Net debt reconciliation (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Cash Flow Information | |||
Cash and cash equivalents | $ 2,060 | $ 423 | $ 3,098 |
Borrowings | (26,946) | (15,632) | |
Lease liabilities | (54) | (93) | |
Net debt | $ (24,940) | $ (15,302) |
Cash Flow Information - Net d_2
Cash Flow Information - Net debt movements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Borrowings | ||
Cash Flow Information | ||
Net debt, beginning balance | $ (15,632) | $ (15,431) |
Proceeds from loan | (11,138) | |
Proceeds from loan from related party | (1,838) | |
Capital contribution (excluding tax impact) | 1,517 | 2,315 |
Interest expense | (2,461) | (2,109) |
Foreign exchange differences | 767 | 1,431 |
Net debt, ending balance | (26,946) | (15,632) |
Leases | ||
Cash Flow Information | ||
Net debt, beginning balance | (93) | (137) |
Fixed payments | 43 | 46 |
Interest expense | (6) | (10) |
Foreign exchange differences | 3 | 8 |
Net debt, ending balance | $ (54) | $ (93) |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 19, 2021 | Mar. 23, 2021 |
Assets: | ||||||||||
Cash | $ 82,514 | $ 468,461 | $ 2,505,395 | |||||||
Prepaid expenses | 106,117 | 375,000 | ||||||||
Total current assets | 188,631 | 843,461 | 2,505,395 | |||||||
Investments held in Trust | 106,861,019 | 284,840,707 | 281,523,211 | $ 281,500,000 | ||||||
Total assets | 107,049,650 | 285,684,168 | 284,028,606 | |||||||
Current liabilities: | ||||||||||
Accounts payable and accrued liabilities | 615,207 | 235,995 | 232,555 | |||||||
Income taxes payable | 87,473 | |||||||||
Convertible promissory note - related party | 4,237,596 | |||||||||
Due to related party | 267,098 | 10,464 | 597,500 | |||||||
Total current liabilities | 5,119,901 | 333,932 | 830,055 | |||||||
Deferred legal fees | 5,889,484 | 1,469,726 | 615,634 | |||||||
Deferred underwriting commissions | 9,660,000 | 9,660,000 | ||||||||
Total liabilities | 11,009,385 | 11,463,658 | 11,105,689 | |||||||
Commitments and Contingencies (Note 6) | ||||||||||
Stockholders' Deficit: | ||||||||||
Preferred stock, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | ||||||||||
Accumulated deficit | (10,640,578) | (10,258,125) | (8,597,773) | |||||||
Total stockholders' deficit | (10,639,888) | $ (9,409,273) | $ (6,873,742) | (10,257,435) | $ (8,019,238) | $ (8,809,841) | $ (8,828,546) | (8,597,083) | $ 0 | |
Total liabilities and stockholders' deficit | 107,049,650 | 285,684,168 | 284,028,606 | |||||||
Class A common stock subject to redemption | ||||||||||
Current liabilities: | ||||||||||
Class A common stock, $0.0001 par value; 9,850,641 and 27,600,000 shares subject to redemption at $10.83 and $10.31 per share, respectively | 106,680,153 | 284,477,945 | 281,520,000 | |||||||
Class A common stock not subject to redemption | ||||||||||
Stockholders' Deficit: | ||||||||||
Common stock | 0 | 0 | 0 | |||||||
Class B common Stock | ||||||||||
Stockholders' Deficit: | ||||||||||
Common stock | 0 | 0 | 0 | |||||||
Class F common stock | ||||||||||
Stockholders' Deficit: | ||||||||||
Common stock | $ 690 | $ 690 | $ 690 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Class A common stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 500,000,000 | 500,000,000 | |
Class A common stock subject to redemption | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 9,850,641 | 27,600,000 | 27,600,000 |
Temporary equity, redemption price per share | $ 10.83 | $ 10.31 | $ 10.20 |
Common shares, shares issued | 9,850,641 | 27,600,000 | |
Common shares, shares outstanding | 9,850,641 | 27,600,000 | |
Class A common stock not subject to redemption | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 | 0 |
Common shares, shares outstanding | 0 | 0 | 0 |
Class B common Stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common shares, shares issued | 0 | 0 | 0 |
Common shares, shares outstanding | 0 | 0 | 0 |
Class F common stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 |
STATEMENT OF OPERATIONS (Unaudi
STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 664,128 | $ 214,423 | $ 6,042,942 | $ 842,467 | $ 251,365 | $ 1,963,012 | ||||
Loss from operations | (664,128) | (214,423) | (6,042,942) | (842,467) | (251,365) | (1,963,012) | ||||
Other income: | ||||||||||
Interest income earned on investments held in trust | 1,368,284 | 1,229,047 | 6,460,425 | 1,644,333 | 3,211 | 4,073,078 | ||||
Income before provision for income taxes | 704,156 | 1,014,624 | 417,483 | 801,866 | (248,154) | 2,110,066 | ||||
Provision for income taxes | (276,753) | (224,021) | (1,325,160) | (224,021) | 0 | (812,473) | ||||
Net income (loss) | $ 427,403 | $ (35,677) | $ (1,299,403) | $ 790,603 | $ 18,705 | $ (231,463) | $ (907,677) | $ 577,845 | (248,154) | 1,297,593 |
Redeemable common shares | ||||||||||
Other income: | ||||||||||
Net income (loss) | $ (8,825,992) | $ 1,038,074 | ||||||||
Basic weighted average common shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 | 4,502,128 | 27,600,000 | ||||
Diluted weighted average common shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 | 4,502,128 | 27,600,000 | ||||
Basic net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ 2.95 | $ 0.04 | ||||
Diluted net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ 2.95 | $ 0.04 | ||||
Non-redeemable common shares | ||||||||||
Other income: | ||||||||||
Net income (loss) | $ (13,526,791) | $ 259,519 | ||||||||
Basic weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Diluted weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Basic net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ (1.96) | $ 0.04 | ||||
Diluted net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ (1.96) | $ 0.04 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock Class A common stock Initial Public Offering | Common Stock Class A common stock | Common Stock Class F common stock Sponsor | Common Stock Class F common stock Directors | Common Stock Class F common stock | Additional Paid-in Capital Sponsor | Additional Paid-in Capital Directors | Additional Paid-in Capital Initial Public Offering | Additional Paid-in Capital | Accumulated Deficit | Sponsor | Directors | Initial Public Offering | Total |
Beginning balance at Mar. 23, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Beginning balance (in shares) at Mar. 23, 2021 | 0 | 0 | ||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Issuance of common stock | $ 2,760 | $ 863 | $ 17 | $ 24,137 | $ 683 | $ 275,997,240 | $ 25,000 | $ 700 | $ 276,000,000 | |||||
Issuance of common stock (in shares) | 27,600,000 | 8,625,000 | 175,000 | |||||||||||
Forfeited shares | $ (190) | $ 190 | ||||||||||||
Forfeited shares (in shares) | (1,900,000) | |||||||||||||
Sale of private placement warrants | 13,730,000 | 13,730,000 | ||||||||||||
Offering costs | (16,584,629) | (16,584,629) | ||||||||||||
Shares subject to possible redemption | $ (2,760) | (273,167,621) | (2,829,619) | (276,000,000) | ||||||||||
Shares subject to possible redemption (in shares) | (27,600,000) | |||||||||||||
Accretion for common stock to redemption amount | (5,520,000) | (5,520,000) | ||||||||||||
Net income (loss) | (248,154) | (248,154) | ||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 690 | 0 | (8,597,773) | (8,597,083) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 6,900,000 | ||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Net income (loss) | (231,463) | (231,463) | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 690 | (8,829,236) | (8,828,546) | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 6,900,000 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 690 | 0 | (8,597,773) | (8,597,083) | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 6,900,000 | ||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Net income (loss) | 577,845 | |||||||||||||
Ending balance at Sep. 30, 2022 | $ 690 | (8,019,928) | (8,019,238) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 6,900,000 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 690 | 0 | (8,597,773) | (8,597,083) | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 6,900,000 | ||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Accretion for common stock to redemption amount | (2,957,945) | (2,957,945) | ||||||||||||
Net income (loss) | 1,297,593 | 1,297,593 | ||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 690 | 0 | (10,258,125) | (10,257,435) | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 6,900,000 | ||||||||||||
Beginning balance at Mar. 31, 2022 | $ 690 | (8,829,236) | (8,828,546) | |||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 6,900,000 | |||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Net income (loss) | 18,705 | 18,705 | ||||||||||||
Ending balance at Jun. 30, 2022 | $ 690 | (8,810,531) | (8,809,841) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 6,900,000 | |||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Net income (loss) | 790,603 | 790,603 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 690 | (8,019,928) | (8,019,238) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 6,900,000 | |||||||||||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 690 | 0 | (10,258,125) | (10,257,435) | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 6,900,000 | ||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Accretion for common stock to redemption amount | (4,976,904) | (4,976,904) | ||||||||||||
Net income (loss) | (1,299,403) | (1,299,403) | ||||||||||||
Ending balance at Mar. 31, 2023 | $ 690 | (6,874,432) | (6,873,742) | |||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 6,900,000 | |||||||||||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 690 | $ 0 | (10,258,125) | (10,257,435) | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 6,900,000 | ||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Net income (loss) | (907,677) | |||||||||||||
Ending balance at Sep. 30, 2023 | $ 690 | (10,640,578) | (10,639,888) | |||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 6,900,000 | |||||||||||||
Beginning balance at Mar. 31, 2023 | $ 690 | (6,874,432) | (6,873,742) | |||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 6,900,000 | |||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Accretion for common stock to redemption amount | (2,499,854) | (2,499,854) | ||||||||||||
Net income (loss) | (35,677) | (35,677) | ||||||||||||
Ending balance at Jun. 30, 2023 | $ 690 | (9,409,963) | (9,409,273) | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 6,900,000 | |||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Accretion for common stock to redemption amount | (1,658,018) | (1,658,018) | ||||||||||||
Net income (loss) | 427,403 | 427,403 | ||||||||||||
Ending balance at Sep. 30, 2023 | $ 690 | $ (10,640,578) | $ (10,639,888) | |||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 6,900,000 |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (907,677) | $ 577,845 | $ (248,154) | $ 1,297,593 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest from investments held in Trust Account | (6,460,425) | (1,644,333) | (4,073,078) | |
Changes in operating assets and liabilities: | ||||
Accounts payable and accrued expenses | 379,212 | (90,830) | 164,812 | 3,440 |
Income taxes payable | (87,473) | 224,021 | 87,473 | |
Prepaid expenses | 268,883 | (468,750) | (375,000) | |
Due to related party | 256,634 | (507,287) | 22,500 | (587,036) |
Deferred legal fees | 4,419,758 | 64,053 | 854,092 | |
Net cash used in operating activities | (2,131,088) | (1,909,334) | 3,211 | (2,792,516) |
Cash flows from investing activities: | ||||
Trust Account withdrawal for Class A common stock redemptions | 186,932,568 | |||
Principal deposited in Trust Account for extensions | (4,237,596) | (281,523,211) | ||
Proceeds from Trust Account withdrawn to pay taxes | 1,745,141 | 30,582 | 755,582 | |
Net cash used by investing activities | 184,440,113 | 30,582 | (281,523,211) | 755,582 |
Cash flows from financing activities: | ||||
Redemptions of Class A common stock | 186,932,568 | |||
Proceeds from promissory note - related party | 4,237,596 | |||
Proceeds from issuance of common stock | 25,700 | |||
Proceeds from sale of private placement warrants | 13,730,000 | |||
Proceeds from related party loan | 141,656 | |||
Repayment of related party loan | (141,656) | |||
Offering costs paid | (5,730,305) | |||
Net cash provided by financing activities | (182,694,972) | 284,025,395 | ||
Net increase (decrease) in cash | (385,947) | (1,878,752) | 2,505,395 | (2,036,934) |
Cash - beginning of the period | 468,461 | 2,505,395 | 0 | 2,505,395 |
Cash - end of the period | 82,514 | $ 626,643 | 2,505,395 | 468,461 |
Supplemental disclosure of noncash financing activities: | ||||
Waived deferred underwriting commissions | $ 9,660,000 | |||
Deferred legal expense | 551,581 | |||
Due to related party | 575,000 | |||
Deferred underwriting commissions | 9,660,000 | |||
Offering costs included in accounts payable | 67,743 | |||
Accretion for common stock to redemption amount | $ 5,520,000 | $ 2,957,945 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Nabors Energy Transition Corp. (the “Company” or “NETC”) was incorporated in Delaware on March 24, 2021. The Company was 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 or entities that the Company had not yet identified (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On March 30, 2021, the Company was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share (the “Founder Shares”) to the Company’s sponsor, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. As of September 30, 2023, the Company has neither engaged in any operations nor generated any revenues to date. The Company will not generate any operating revenues prior to the completion of a Business Combination and will generate non-operating income in the form of interest income on permitted investments from the proceeds derived from its initial public offering (the “Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2021. On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares,” and, with respect to the one Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 13,730,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $281.5 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee and currently investing by the trustee only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which are invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds from its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the potential target business or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders of Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share and such amount may be increased for each extension of the Company’s time to consummate its initial Business Combination, as described herein). As of September 30, 2023, these Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation (the “Charter”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders are not entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed not to propose an amendment to the Charter (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of Public Stockholders or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. The Company has 24 months from the closing of the Initial Public Offering to consummate an initial Business Combination. The Company’s board of directors (the “NETC Board”) may extend the date by which the Company has to consummate an initial Business Combination by one ten The Initial Stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, less taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On February 14, 2023, the Company entered into a business combination agreement with Vast Renewables Limited, an Australian proprietary 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 subsidiary of Vast (“Merger Sub”), the Sponsor and Nabors Industries Ltd. (“Nabors”) (the “Business Combination Agreement” and the transactions contemplated therein, the “Vast Business Combination”), pursuant to which, among other things and subject to certain terms and conditions, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Vast (the “Merger”). Each share of the Company’s Class A common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) with respect to which a stockholder has validly exercised its redemption rights (“Redemption Rights”) provided for in the Charter (i) will be redeemed immediately prior to the Effective Time and will be converted into the right to receive from the Company, in cash, an amount per share calculated in accordance with such stockholder’s Redemption Rights and (ii) will not be entitled to receive ordinary shares in Vast (the “Vast Ordinary Shares”). In the event that a Unit has 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 Units will be automatically detached and broken out into their constituent parts, such that a holder of one Unit will hold one share of our Class A common stock and one The Business Combination Agreement contains customary conditions to each party’s obligation to close the transaction and circumstances under which the parties can terminate the agreement. If the Business Combination Agreement is terminated, the Business Combination Agreement will become void and there will be no liability under the Business Combination Agreement on the part of any party, except in the case of a willful material breach of the Business Combination Agreement prior to such termination. On October 19, 2023, the Company, the Sponsor, Vast and Merger Sub entered into an Amendment and Waiver to the Business Combination Agreement (the “BCA Amendment”), pursuant to which, among other things, (i) Vast agreed to issue at the closing of the Vast Business Combination (the “Closing”), 350,000 Vast Ordinary Shares to Nabors Lux 2 S.a.r.l, an affiliate of Nabors (“Nabors Lux”) pursuant to the Nabors Backstop Agreement (as defined below), (ii) Vast agreed to issue 1,500,000 Vast Ordinary Shares to the Sponsor in the Merger as acceleration of a portion of the 2,400,000 Vast Ordinary Shares that may be issued to the Sponsor upon the achievement of certain share price targets during the Earnout Period (as defined below) (the “Accelerated 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 the Company, 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. In connection with the Business Combination Agreement, the Company entered into the following agreements: Support Agreement five Subscription Agreements 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, Nabors Lux and AgCentral agreed, subject to the Closing occurring and certain other conditions, 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) of Vast Ordinary Shares for $10.20 per share in a private placement. Vast may enter into additional Equity Subscription Agreements, with additional investors between the signing of the Business Combination Agreement and the Closing (the financing received under such additional agreements and together with the financing received under the Equity Subscription Agreements, the “PIPE Financing”). Services Agreement Joint Development and License Agreement Noteholder Support Agreement (ii) not to transfer, prior to the Closing or termination of the Business Combination Agreement, AgCentral’s rights under any AgCentral Loan Agreement, its Vast Ordinary Shares or the Existing Convertible Notes, subject to certain exceptions. In connection with the Closing, the Company will enter into, among others, the following agreement: Shareholder and Registration Rights Agreement. Concurrently with the Closing, the Company, Vast, the Sponsor and the holder parties thereto will enter into a Shareholder and Registration Rights Agreement (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) a resale registration statement, and Vast will use its commercially reasonable efforts to have the such 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 of the Company’s existing shareholders and Vast can demand Vast’s assistance with underwritten offerings and exercise demand or piggyback rights with respect to such offerings. Additionally, the Shareholder and Registration Rights Agreement contains a customary lock-up agreement for six months after the Closing. The Shareholder and Registration Rights Agreement will also grant (a) 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 (b) to the Sponsor (i) until the Additional Rights Expiration Date, the right to nominate for election two directors to the Vast board of directors (the “Vast Board”) and (ii) 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 the 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 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 Agreement 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 the Sponsor the right to nominate for election directors under the Shareholder and Registration Rights Agreement. Canberra Subscription. 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 $5.0 million, and up to $10.0 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 the Closing. Of the $10.0 million Canberra Subscription, $5.0 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 $10.0 million, but not below $5.0 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. October Notes Subscription Agreement pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of senior convertible notes, which are convertible into an equivalent number of Vast Ordinary Shares at $10.20 per share (the “Incremental Funding”), in addition to the $5.0 million of senior convertible notes already owned. Nabors Lux’s commitment under the Equity Subscription Agreements will be reduced, dollar-for-dollar, by the Incremental Funding. Backstop Agreement. 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 Public Stockholders in connection with the Business Combination 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 Agreement will be reduced below $15.0 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 Public Stockholders in connection with the Business Combination 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. Master Agreement . On October 19, 2023, the Company, Vast, Nabors, the Sponsor, Nabors Lux, Merger Sub and AgCentral entered into the Master Agreement, which, among other things, summarizes the key terms of each of the BCA Amendment, Support Agreement Amendment, October Notes Subscription Agreement, Nabors Backstop Agreement and form of Shareholder and Registration Rights Agreement (the “Master Agreement”). Special Meeting- Extension On May 11, 2023, the Company convened a special meeting (the “Special Meeting”) and the Company’s stockholders approved its Charter to allow the NETC Board, without another stockholder vote, to elect to extend the date by which the Company 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 Initial Public Offering), provided that the Sponsor (or its affiliates or designees), deposits into the Trust Account for each monthly extension an amount equal to the lesser of (x) $300,000 and (y) $0.03 for each share of Class A common stock issued as part of the Units sold in the Initial Public Offering that is not redeemed in connection with the Special Meeting in exchange for a non-interest bearing, unsecured promissory note. See Note 2 for additional details on deposits in the Trust Account. On November 6, 2023, the Company filed a preliminary proxy statement proposing that the Company’s stockholders approve its Charter to allow the NETC Board, without another stockholder vote, to elect to extend the date by which the Company 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 Initial Public Offering), provided that the Sponsor (or its affiliates of designees), deposits into the Trust Account for each monthly extension an amount equal to $200,000 in exchange for a non-interest bearing, unsecured promissory note. Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act imposes a 1 % excise tax on the fair market value of stock repurchases made by covered corporations (including domestic corporations) after December 31, 2022. The total taxable value of shares repurchased may be reduced by the fair market value of any newly issued shares during the taxable year. As discussed above, the Company may redeem the Public Shares in certain circumstances. On May 11, 2023, the Company redeemed 17,749,359 shares in exchange for $186,932,568 and may redeem additional shares in the future. If the Vast Business Combination is completed (or if the Company does not completely liquidate before January 1, 2024), the redemptions that occurred in May 2023 as well as future redemptions by the Company may be subject to this excise tax. Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until November 19, 2023 (or up to December 19, 2023 if extended pursuant to the Charter) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. As of September 30, 2023, no adjustments have been made to the carrying amounts of assets or liabilities that might be necessary should the Company be required to liquidate at the end of the Combination Period. | NABORS ENERGY TRANSITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Nabors Energy Transition Corp. (the “Company”) was incorporated in Delaware on March 24, 2021. The Company was 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 or entities that the Company had not yet identified as of December 31, 2022 (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2022, the Company had not yet commenced operations. On March 30, 2021, the Company was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share (the “Founder Shares”) to the Company’s sponsor, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). All activity for the period from March 24, 2021 (inception) through December 31, 2022 related to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues prior to the completion of the Business Combination and will generate non-operating income in the form of interest income on permitted investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2021. On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares,” and, with respect to the one-half of one Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 13,730,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $13.7 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $281.5 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which are invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds from its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders (the “Public Stockholders”) of Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share and such amount may be increased by $0.10 per share for each three-month extension of the Company’s time to consummate its initial Business Combination, as described herein). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). As of December 31, 2022 and 2021, these Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders are not entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. As of December 31, 2022, the Company had 15 months from the closing of the Initial Public Offering to consummate an initial Business Combination. 15 months 15 months If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering, or up to 21 months if it extends the period of time to consummate its initial Business Combination in accordance with the terms described herein (the “Combination Period”), the Company will ten The initial stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, less taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until August 19, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2022, no adjustments have been made to the carrying amounts of assets or liabilities that might be necessary should the Company be required to liquidate at the end of the Combination Period. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. Investments held in Trust Account On September 30, 2023 and December 31, 2022, the Company had approximately $106.9 million and $284.8 million held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in trust in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the nine months ended September 30, 2023, the Company withdrew $1.7 million from the Trust Account in accordance with the Amended and Restated Investment Management Trust Agreement, dated May 12, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. On February 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination from February 18, 2023 to May 18, 2023, as permitted under the Amended and Restated Certificate of Incorporation, dated November 16, 2021. In connection with the extension, affiliates of the Sponsor deposited a total of $2,760,000, representing $0.10 per Unit into the Trust Account. At the Special Meeting held on May 11, 2023, stockholders holding 17,749,359 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $186,932,568 (or approximately $10.53 per share) was removed from the Trust Account to pay such holders. On May 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination by an additional three months from May 18, 2023 to August 18, 2023, as permitted under the Charter, and affiliates of the Sponsor deposited a total of $886,558 into the Trust Account. During the three months ended September 30, 2023, the NETC Board elected to extend the date an additional two months from August 18, 2023 to October 18, 2023 and $591,038 was deposited into the Trust. Subsequent to September 30, 2023, an additional $295,519 was deposited into the Trust Account to extend the date to November 18, 2023. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Offering costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. On February 9, 2023 and February 10, 2023, respectively, Citi Bank, N.A. (“Citi”) and Wells Fargo Bank, N.A. (“Wells Fargo”) delivered separate letters to the Company (the “Fee Waiver Letters”), wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them with respect to the Vast Business Combination. The waived underwriting commissions are reflected as an adjustment to offering costs in stockholders’ equity. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on September 30, 2023 and December 31, 2022, 9,850,641 and 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” The statements of operations include a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of income per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with FASB ASC 480-10-S99-3A, the Company deemed the fair value of the Class A common stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated by allocating the total income (loss) to both sets of shares. The Company splits the amount to be allocated using the ratio between the public shares and the non-redeemable shares for the three and nine months ended September 30, 2023, and 2022, reflective of the respective participation rights. The Company’s Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into common stock and share in the earnings of the Company. Additionally, the conversion feature of the convertible promissory note (see Note 5) allows for conversion of the convertible note into Private Placement Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because their exercise is contingent upon future events and their inclusion would be anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less from date of purchase to be cash equivalents. As of December 31, 2022 and 2021, the Company had cash of $0.5 million and $2.5 million, respectively. Investments held in Trust On December 31, 2022 and 2021, the Company had approximately $284.8 million and $281.5 million in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the year ended December 31, 2022, the Company withdrew $0.8 million from the Trust Account in accordance with the Investment Management Trust Agreement, dated November 16, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Offering costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December 31, 2022 and 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio 61% for the public shares and 39% for the non-redeemable shares for the year ended December 31, 2022 and for the period from March 24, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) In connection with the underwriters’ full exercise of their over-allotment option on November 19, 2021, 1,725,000 Founder Shares were forfeited by the Sponsor. These shares were excluded from the calculation of weighted average shares outstanding. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING. | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $276.0 million, and incurring offering costs of approximately $16.6 million, of which approximately $9.7 million was for deferred underwriting commissions, which was subsequently waived in February 2023. Each Unit consisted of one Public Share and one | NOTE 3. INITIAL PUBLIC OFFERING On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $276.0 million, and incurring offering costs of approximately $16.6 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consisted of one Public Share and one-half of one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
PRIVATE PLACEMENT. | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 13,730,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable for cash or on a cashless basis. Pursuant to a letter agreement, dated November 16, 2021, among the Company and the other parties thereto (the “Letter Agreement”), the parties agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 13,730,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable for cash or on a cashless basis. Pursuant to a letter agreement, dated November 16, 2021, among the Company and the other parties thereto (the “Letter Agreement”), the parties agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 30, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 8,625,000 Founder Shares. On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. All shares and associated amounts have been retroactively restated to reflect the surrender and issuance of these shares. As of September 30, 2023, there were 6,900,000 Founder Shares outstanding. The Founder Shares represent 41.2% of the Company’s issued and outstanding shares as of September 30, 2023. Pursuant to the Letter Agreement, the Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined, and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On November 16, 2021, the Company entered into an agreement pursuant to which, commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $15,000 per month for office space, utilities, secretarial and administrative support. As of September 30, 2023 and December 31, 2022, the Company owed $270,000 and $135,000 to the Sponsor or an affiliate thereof for administrative support costs, respectively. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Convertible Promissory Notes On February 16, 2023, the NETC Board elected to effectuate a three-month On May 17, 2023, 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 affiliates of the Sponsor deposited a total of $886,558, representing $0.03 per Class A common stock not redeemed, into the Trust Account in exchange for non-interest bearing, unsecured promissory notes. Additional extension deposits totaling $591,038 were made on August 16, 2023 and September 14, 2023. Subsequent to September 30, 2023, a fourth extension payment was made for $295,519 by Nabors Lux. The notes bear no interest and are due and payable upon the earlier to occur of (i) the date on which NETC’s initial Business Combination is consummated and (ii) the liquidation of NETC on or before November 18, 2023, unless such date is extended pursuant to the Charter. If NETC consummates an initial Business Combination, the Company will repay the loans out of the proceeds of the Trust Account or, the Sponsor may elect to convert a portion or all of such loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. Registration Rights Agreement On November 16, 2021, the Company entered into that certain Registration Rights Agreement by and among the Company, the Sponsor and the holder parties thereto (the “Registration Rights Agreement”). See “Registration and Stockholder Rights” in “Note 6. Commitments and Contingencies,” below. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 30, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 8,625,000 shares of the Company’s Founder Shares. On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 of Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. As of December 31, 2022 and 2021, there were 6,900,000 Founder Shares outstanding. The Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Pursuant to the Letter Agreement, the initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange, reorganization, recapitalization or other similar transaction which results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On March 26, 2021, an affiliate of the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (as amended and restated on October 27, 2021, the “Note”). The Note was non-interest bearing and was paid in full on November 19, 2021, upon the closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined, and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company owed $597,500 to an affiliate of the Sponsor for payment of certain working capital amounts on its behalf and for administrative support. As of December 31, 2022, the Company owed $135,000 to an affiliate of the Sponsor for administrative support and an affiliate of the Sponsor owed the Company $124,536 for reimbursement of expenses paid on the affiliate’s behalf. Administrative Support Agreement On November 16, 2021, the Company entered into an agreement pursuant to which, commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $15,000 per month for office space, utilities, secretarial and administrative support. During the years ended December 31, 2022 and 2021, $180,000 and $22,500 in support costs had been incurred by the Company under this agreement, respectively. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Registration Rights Agreement On November 16, 2021, the Company entered into that certain Registration Rights Agreement by and among the Company, the Sponsor and the holder parties thereto (the “Registration Rights Agreement”). See “Registration and Stockholder Rights” in “Note. 6. Commitments and Contingencies”, below. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to the Registration Rights Agreement signed upon the effective date of the registration statement relating to the Initial Public Offering. These holders have certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On November 17, 2021, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate (including with respect to the Over-Allotment Units), paid upon the closing of the Initial Public Offering. In addition, as of December 31, 2022, $0.35 per unit, or approximately $9.7 million in the aggregate (including with respect to the Over-Allotment Units) will be payable to the underwriters for deferred underwriting commissions. On February 9, 2023 and February 10, 2023, respectively, Citi and Wells Fargo delivered the Fee Waiver Letters to the Company, wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them. | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the registration statement relating to the Initial Public Offering. These holders have certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On November 17, 2021, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate (including with respect to the Over-Allotment Units), paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate (including with respect to the Over-Allotment Units) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock— Class A Common Stock — issued outstanding Class B Common Stock — Class F Common Stock — Prior to the completion of the initial Business Combination, holders of the Class F common stock will have the right to elect all of the Company’s directors. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock, the Class B common stock (if any) and the Class F common stock will vote together as a single class, except as required by law or stock exchange rule. Each share of common stock will have one vote on all such matters. Following the completion of the initial Business Combination and the automatic conversion of the shares of Class F common stock into Class B common stock, holders of the Class A common stock and Class B common stock will generally vote together as a single class, except as required by applicable law or stock exchange rule, on all matters presented for a stockholder vote with each share of Class A common stock entitling the holder to one vote per share and each share of Class B common stock entitling the holder to ten votes per share. The Class F common stock will automatically convert into Class B common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, and, prior to and following the initial Business Combination, each share of Class B common stock will be convertible, at the option of the holder, into one share of Class A common stock, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and in each case, subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Founder Shares shall convert into shares of Class A common stock or shares of Class B common stock, as applicable, will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock or shares of Class B common stock, as applicable, issuable upon conversion thereof will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination). Warrants — In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the NETC Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average price of the Class A common stock during the 10 trading day period ending on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Pursuant to the Letter Agreement, Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable by the parties thereto until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company. The Private Placement Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrantholder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective, and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrantholder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock— Class A Common Stock— Class B Common Stock— Class F Common Stock— Prior to the completion of the initial Business Combination, holders of the Class F common stock will have the right to elect all of the Company’s directors. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock, the Class B common stock (if any) and the Class F common stock will vote together as a single class, except as required by law or stock exchange rule. Each share of common stock will have one vote on all such matters. Following the completion of the initial Business Combination and the automatic conversion of the shares of Class F common stock into Class B common stock, holders of the Class A common stock and Class B common stock will generally vote together as a single class, except as required by applicable law or stock exchange rule, on all matters presented for a stockholder vote with each share of Class A common stock entitling the holder to one vote per share and each share of Class B common stock entitling the holder to ten votes per share. The Class F common stock will automatically convert into Class B common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, and, prior to and following the initial Business Combination, each share of Class B common stock will be convertible, at the option of the holder, into one share of Class A common stock, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and in each case, subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Founder Shares shall convert into shares of Class A common stock or shares of Class B common stock, as applicable, will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock or shares of Class B common stock, as applicable, issuable upon conversion thereof will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination). Warrants— In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average price of the Class A common stock during the 10 trading day period ending on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described under “— Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Pursuant to the Letter Agreement, Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable by the parties thereto until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company. The Private Placement Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrantholder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective, and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrantholder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
INCOME TAXES
INCOME TAXES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
INCOME TAXES | NOTE 8. INCOME TAXES The Company’s provision for income taxes for the three and nine months ended , 2023 was $0.3 million and $1.3 million, respectively and $0.2 million for the three and nine months ended September 30, 2022. The effective tax rate was 39% and 317% for the three and nine months ended September 30, 2023, respectively. The effective tax rate was 22% and 28% for the three and nine months ended September 30, 2022, respectively. The increase in taxes is attributable to an increase in earnings from the Trust Account. The effective tax rate differs from the statutory tax rate of 21% as the Company continues to record a full valuation allowance for all its deferred tax assets, as discussed below. As of September 30, 2023 and December 31, 2022, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with capitalized start-up costs. Start-up costs cannot be amortized until the Company starts business operations. Therefore, a full valuation allowance has been established, as future events such as business combinations cannot be considered when assessing the realizability of deferred tax assets. Accordingly, the net deferred tax assets have been fully reserved. As of September 30, 2023 and December 31, 2022, the Company has not recorded any tax liability for uncertain tax positions. The Company’s continuing practice is to recognize potential accrued interest and/or penalties related to income tax matters within income tax expense. During the nine months ended , 2023 and 2022, the Company did no t accrue any interest and penalties. | NOTE 8. INCOME TAXES The Company’s financial statements include total net income before taxes of approximately $2.1 million for the year ended December 31, 2022 and net loss before taxes of approximately $0.2 million for the period from March 24, 2021 (inception) through December 31, 2021. The income tax provision consists of the following: For the Year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Federal Current $ 812,473 $ — Income tax expense (benefit) $ 812,473 $ — The reconciliation of the differences between the provision/(benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows: For the Period from March 24, 2021 (inception) through For the Year ended December 31, 2022 December 31, 2021 Percent of Pretax Percent of Pretax Amount Income Amount Income Income tax at U.S. statutory rate $ 443,114 21 % $ (52,112) 21 % Valuation allowance activity 369,359 18 % 52,112 (21) % Total income tax provision/(benefit) $ 812,473 39 % $ — — % Our income tax expense for 2022 was $812.5 thousand compared to $0 for 2021. The increase in tax expense was attributable to an increase in earnings on assets held in trust in 2022. The components of deferred tax assets are as follows: December 31, 2022 2021 Net operating losses $ 4,875 $ 5,748 Capitalized costs 416,597 46,364 Deferred taxes before valuation 421,472 52,112 Valuation allowance (421,472) (52,112) Net deferred tax assets, net of allowance $ — $ — As of December 31, 2022 and 2021, the Company had $23.2 thousand and $27.4 thousand, respectively, of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. As of December 31, 2022 and 2021, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with capitalized start-up costs and net operating losses. Start-up costs cannot be amortized until the Company starts business operations. Therefore, a full valuation allowance has been established, as future events such as business combinations cannot be considered when assessing the realizability of deferred tax assets. Accordingly, the net deferred tax assets have been fully reserved. We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates there is more than a 50% likelihood that the position will be sustained upon examination, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. As of December 31, 2022 and 2021, the Company does not have any uncertain tax positions. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the events discussed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 9. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 9 and 10, 2023, we received letters from Citi Bank and Wells Fargo which waived their entitlement to the payment of the deferred underwriting fees accrued in connection with the initial public offering. On February 14, 2023, we entered into a Business Combination Agreement with Vast Solar. The combined entity is to be named Vast and expected to be listed on the NYSE under the ticker symbol “VSTE”. Vast Solar is a world-leading renewable energy company that has developed concentrated solar thermal power systems to generate, store and dispatch 24/7 carbon free, utility-scale electricity, industrial heat and green fuels. The Merger is expected to be consummated after obtaining the required approval by the stockholders of NETC and Vast and the satisfaction of certain other customary closing conditions. On February 16, 2023, the Company extended the initial 15-month If the company consummates an initial business combination, the loans will be repaid out of the proceeds of the trust account for the public stockholders or, at the option of the Sponsor, convert all or a portion of the loans into warrants at a price of $1.00 per warrant. The warrants will be identical to the private placement warrants issued in connection with the initial public offering. If an initial business combination is not consummated, the loans will be repaid only from funds held outside of the Trust Account. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less from date of purchase to be cash equivalents. As of December 31, 2022 and 2021, the Company had cash of $0.5 million and $2.5 million, respectively. | |
Investments held in Trust Account | Investments held in Trust Account On September 30, 2023 and December 31, 2022, the Company had approximately $106.9 million and $284.8 million held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in trust in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the nine months ended September 30, 2023, the Company withdrew $1.7 million from the Trust Account in accordance with the Amended and Restated Investment Management Trust Agreement, dated May 12, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. On February 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination from February 18, 2023 to May 18, 2023, as permitted under the Amended and Restated Certificate of Incorporation, dated November 16, 2021. In connection with the extension, affiliates of the Sponsor deposited a total of $2,760,000, representing $0.10 per Unit into the Trust Account. At the Special Meeting held on May 11, 2023, stockholders holding 17,749,359 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $186,932,568 (or approximately $10.53 per share) was removed from the Trust Account to pay such holders. On May 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination by an additional three months from May 18, 2023 to August 18, 2023, as permitted under the Charter, and affiliates of the Sponsor deposited a total of $886,558 into the Trust Account. During the three months ended September 30, 2023, the NETC Board elected to extend the date an additional two months from August 18, 2023 to October 18, 2023 and $591,038 was deposited into the Trust. Subsequent to September 30, 2023, an additional $295,519 was deposited into the Trust Account to extend the date to November 18, 2023. | Investments held in Trust On December 31, 2022 and 2021, the Company had approximately $284.8 million and $281.5 million in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the year ended December 31, 2022, the Company withdrew $0.8 million from the Trust Account in accordance with the Investment Management Trust Agreement, dated November 16, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. |
Offering costs associated with the Initial Public Offering | Offering costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. On February 9, 2023 and February 10, 2023, respectively, Citi Bank, N.A. (“Citi”) and Wells Fargo Bank, N.A. (“Wells Fargo”) delivered separate letters to the Company (the “Fee Waiver Letters”), wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them with respect to the Vast Business Combination. The waived underwriting commissions are reflected as an adjustment to offering costs in stockholders’ equity. | Offering costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on September 30, 2023 and December 31, 2022, 9,850,641 and 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December 31, 2022 and 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. | Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Stock | Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” The statements of operations include a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of income per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with FASB ASC 480-10-S99-3A, the Company deemed the fair value of the Class A common stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated by allocating the total income (loss) to both sets of shares. The Company splits the amount to be allocated using the ratio between the public shares and the non-redeemable shares for the three and nine months ended September 30, 2023, and 2022, reflective of the respective participation rights. The Company’s Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into common stock and share in the earnings of the Company. Additionally, the conversion feature of the convertible promissory note (see Note 5) allows for conversion of the convertible note into Private Placement Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because their exercise is contingent upon future events and their inclusion would be anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 | Net Income (loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio 61% for the public shares and 39% for the non-redeemable shares for the year ended December 31, 2022 and for the period from March 24, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) In connection with the underwriters’ full exercise of their over-allotment option on November 19, 2021, 1,725,000 Founder Shares were forfeited by the Sponsor. These shares were excluded from the calculation of weighted average shares outstanding. |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of earnings per share, basic and diluted | Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 | For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of income tax provision (benefit) | For the Year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Federal Current $ 812,473 $ — Income tax expense (benefit) $ 812,473 $ — |
Schedule of reconciliation of the differences between the provision/(benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate | For the Period from March 24, 2021 (inception) through For the Year ended December 31, 2022 December 31, 2021 Percent of Pretax Percent of Pretax Amount Income Amount Income Income tax at U.S. statutory rate $ 443,114 21 % $ (52,112) 21 % Valuation allowance activity 369,359 18 % 52,112 (21) % Total income tax provision/(benefit) $ 812,473 39 % $ — — % |
Summary of the components of deferred tax assets | December 31, 2022 2021 Net operating losses $ 4,875 $ 5,748 Capitalized costs 416,597 46,364 Deferred taxes before valuation 421,472 52,112 Valuation allowance (421,472) (52,112) Net deferred tax assets, net of allowance $ — $ — |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
May 18, 2023 USD ($) | May 17, 2023 USD ($) | Feb. 17, 2023 USD ($) | Nov. 19, 2021 USD ($) $ / shares shares | Nov. 17, 2021 USD ($) shares | Mar. 30, 2021 USD ($) $ / shares shares | Mar. 29, 2021 shares | Mar. 24, 2021 item | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Sep. 14, 2023 USD ($) | Feb. 16, 2023 USD ($) $ / shares | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Minimum number of businesses for acquisition | item | 1 | |||||||||||||
Proceeds from initial public offering of units | $ 276,000,000 | |||||||||||||
Deferred underwriting commissions | 9,660,000 | $ 9,660,000 | ||||||||||||
Investment of cash in Trust Account | $ 886,558 | $ 886,558 | $ 2,760,000 | $ 281,500,000 | $ 591,038 | $ 4,237,596 | $ 281,523,211 | |||||||
Investment of cash into Trust Account, per unit | $ / shares | $ 10.20 | |||||||||||||
Condition for future business combination use of proceeds percentage | 80% | 80% | ||||||||||||
Condition for future business combination threshold percentage ownership | 50% | 50% | ||||||||||||
Redemption price per share for publicly held shares | $ / shares | $ 10.20 | |||||||||||||
Increase in redemption price per share for publicly held shares | $ / shares | $ 0.10 | |||||||||||||
Redemption period extension | 3 months | |||||||||||||
Redemption limit percentage without prior consent | 15 | 15 | ||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | ||||||||||||
Months to complete acquisition from IPO | 15 months | |||||||||||||
Additional months available to complete acquisition | 3 months | 4 months | 2 months | 3 months | ||||||||||
Total months to complete acquisition including extension | 21 months | |||||||||||||
Amount of additional funds to be deposited in trust accounts | $ 591,038 | $ 2,760,000 | ||||||||||||
Amount of additional funds to be deposited in trust accounts (in dollars per share) | $ / shares | $ 0.10 | |||||||||||||
Redemption period upon closure | 10 days | 10 days | ||||||||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | ||||||||||||
Extension of Business Combination Period | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Amount of additional funds to be deposited in trust accounts | 2,760,000 | |||||||||||||
Aggregate deposits into Trust account | $ 5,520,000 | |||||||||||||
Amount of additional funds to be deposited in trust accounts (in dollars per share) | $ / shares | $ 0.10 | |||||||||||||
Class A common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | 0.0001 | |||||||||||
Class F common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares issued | shares | 8,625,000 | |||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Initial Public Offering | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 276,000,000 | |||||||||||||
Number of warrants in a unit | shares | 0.5 | |||||||||||||
Price per unit | $ / shares | $ 10.20 | |||||||||||||
Proceeds from initial public offering of units | $ 276,000,000 | |||||||||||||
Offering costs incurred | 16,600,000 | |||||||||||||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | |||||||||||
Initial Public Offering | Public Warrants | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of warrants in a unit | shares | 0.5 | |||||||||||||
Initial Public Offering | Class A common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares issued | shares | 27,600,000 | |||||||||||||
Price per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from initial public offering of units | $ 276,000,000 | |||||||||||||
Over-allotment option | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares issued | shares | 3,600,000 | |||||||||||||
Over-allotment option | Class A common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares issued | shares | 3,600,000 | |||||||||||||
Private Placement | Private Placement Warrants | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of warrants issued | shares | 13,730,000 | |||||||||||||
Price of warrant | $ / shares | $ 1 | |||||||||||||
Proceeds from sale of Private Placement Warrants | $ 13,700,000 | |||||||||||||
Founder Shares | Class F common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 25,000 | |||||||||||||
Number of shares issued | shares | 8,625,000 | |||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | Nov. 19, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash | $ 500,000 | $ 2,500,000 | ||
Investments held in Trust | 284,840,707 | $ 106,861,019 | 281,523,211 | $ 281,500,000 |
Taxes paid | 800,000 | |||
Unrecognized tax benefits | 0 | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |
Class A common stock subject to redemption | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Temporary equity, shares outstanding | 27,600,000 | 9,850,641 | 27,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 19, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator: | |||||||||||
Net income (loss) subject to possible redemption | $ 427,403 | $ (35,677) | $ (1,299,403) | $ 790,603 | $ 18,705 | $ (231,463) | $ (907,677) | $ 577,845 | $ (248,154) | $ 1,297,593 | |
Accretion of temporary equity to redemption value | (22,104,629) | ||||||||||
Allocation of net income (loss) | (22,352,783) | 1,297,593 | |||||||||
Denominator: Weighted average non-redeemable common stock | |||||||||||
Number of founder shares forfeited | 1,725,000 | ||||||||||
Redeemable Common Stock | |||||||||||
Numerator: | |||||||||||
Net income (loss) subject to possible redemption | (8,825,992) | 1,038,074 | |||||||||
Accretion of temporary equity to redemption value | 22,104,629 | ||||||||||
Allocation of net income (loss) | $ 251,345 | $ 632,482 | $ (658,531) | $ 462,276 | $ 13,278,637 | $ 1,038,074 | |||||
Denominator: Weighted average non-redeemable common stock | |||||||||||
Basic weighted average common shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 | 4,502,128 | 27,600,000 | |||||
Diluted weighted average common shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 | 4,502,128 | 27,600,000 | |||||
Basic net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ 2.95 | $ 0.04 | |||||
Diluted net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ 2.95 | $ 0.04 | |||||
Percentage of allocation of net income loss to common shares | 61% | 61% | |||||||||
Non-Redeemable Common Stock | |||||||||||
Numerator: | |||||||||||
Net income (loss) subject to possible redemption | $ (13,526,791) | $ 259,519 | |||||||||
Allocation of net income (loss) | $ (13,526,791) | $ 259,519 | |||||||||
Denominator: Weighted average non-redeemable common stock | |||||||||||
Basic weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |||||
Diluted weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |||||
Basic net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ (1.96) | $ 0.04 | |||||
Diluted net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ (1.96) | $ 0.04 | |||||
Percentage of allocation of net income loss to common shares | 39% | 39% |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 9 Months Ended | ||||
Nov. 19, 2021 | Nov. 17, 2021 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||
Deferred underwriting commissions | $ 9,660,000 | $ 9,660,000 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Class A common stock | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Exercise price of warrants | $ 11.50 | ||||
Public Warrants | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Exercise price of warrants | $ 18 | ||||
Initial Public Offering | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||
Offering costs incurred | 16,600,000 | ||||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | ||
Number of warrants in a unit | 0.5 | ||||
Initial Public Offering | Class A common stock | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Number of shares issued | 27,600,000 | ||||
Number of units sold | 27,600,000 | ||||
Price per unit | $ 10 | ||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||
Number of shares in a unit | 1 | ||||
Number of shares which may be purchased with each warrant | 1 | ||||
Initial Public Offering | Public Warrants | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Number of shares in a unit | 1 | ||||
Number of warrants in a unit | 0.5 | ||||
Number of shares which may be purchased with each warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
Over-allotment option | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Number of shares issued | 3,600,000 | ||||
Over-allotment option | Class A common stock | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Number of shares issued | 3,600,000 | ||||
Number of units sold | 3,600,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 19, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
PRIVATE PLACEMENT | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Class A common stock | |||
PRIVATE PLACEMENT | |||
Exercise price of warrants | $ 11.50 | ||
Private Placement | Class A common stock | |||
PRIVATE PLACEMENT | |||
Number of shares which may be purchased with each warrant | 1 | ||
Private Placement | Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants issued | 13,730,000 | ||
Aggregate number of shares which may be purchased with warrants | 13,730,000 | ||
Price of warrants | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 13.7 | ||
Number of shares which may be purchased with each warrant | 1 | ||
Exercise price of warrants | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 9 Months Ended | |||||||
Nov. 19, 2021 D $ / shares | Nov. 16, 2021 USD ($) D $ / shares shares | Mar. 30, 2021 USD ($) shares | Mar. 29, 2021 shares | Mar. 20, 2021 USD ($) shares | Sep. 30, 2023 shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 shares | |
Class A common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 8,625,000 | |||||||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | |||||
Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Sponsor | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Directors | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Directors | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Number of shares issued | 175,000 | |||||||
Founder Shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Founder Shares | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares issued | 8,625,000 | |||||||
Common shares, shares outstanding | 6,900,000 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 41.20% | |||||||
Founder Shares | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares issued | 8,625,000 | |||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Founder Shares | Sponsor | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares issued | 8,625,000 | 8,625,000 | ||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Founder Shares | Directors | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Number of shares issued | 175,000 | |||||||
Founder Shares | Directors | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Number of shares issued | 175,000 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 26, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Affiliated entity | Sponsor | ||||
RELATED PARTY TRANSACTIONS | ||||
Amounts due from the Sponsor | $ 124,536 | |||
Related Party Loans | ||||
RELATED PARTY TRANSACTIONS | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Outstanding balance of Working Capital Loans | $ 0 | 135,000 | $ 597,500 | |
Related Party Loans | Working capital loans warrant | ||||
RELATED PARTY TRANSACTIONS | ||||
Working capital loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||
Price of warrant | $ 1 | $ 1 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Support Agreement (Details) - Administrative Support Agreement - Affiliated entity - Sponsor - USD ($) | Nov. 16, 2021 | Nov. 06, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
RELATED PARTY TRANSACTIONS | ||||
Amount of expenses for office space, utilities, secretarial and administrative support reimbursable to related party | $ 15,000 | $ 15,000 | ||
Payables for administrative costs | $ 180,000 | $ 22,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 19, 2021 |
COMMITMENTS AND CONTINGENCIES | ||||
Aggregate deferred underwriting fee payable | $ 9,660,000 | $ 9,660,000 | ||
Initial Public Offering | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Deferred fee per unit | $ 0.35 | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | |
Over-allotment option | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Underwriters option term | 45 days | |||
Number of shares issued | 3,600,000 | |||
Underwriting cash discount per unit | $ 0.20 | |||
Aggregate underwriter cash discount | $ 5,500,000 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | 9 Months Ended | 12 Months Ended | ||||||
Nov. 16, 2021 USD ($) shares | Mar. 30, 2021 USD ($) $ / shares shares | Mar. 29, 2021 shares | Mar. 20, 2021 USD ($) shares | Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Percentage of issued and outstanding shares | 20% | |||||||
Common shares, votes per share | Vote | 1 | |||||||
Sponsor | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Sponsor | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares issued | 8,625,000 | |||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Directors | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Directors | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares issued | 175,000 | |||||||
Value of shares issued | $ | $ 700 | |||||||
Class A common stock | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common shares, votes per share | Vote | 1 | 1 | ||||||
Ratio to be applied to the stock in the conversion | 1 | |||||||
Class A common stock subject to redemption | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares issued (in shares) | 9,850,641 | 27,600,000 | ||||||
Common shares, shares outstanding (in shares) | 9,850,641 | 27,600,000 | ||||||
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 9,850,641 | 27,600,000 | 27,600,000 | 27,600,000 | ||||
Class A common stock not subject to redemption | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||
Class B common Stock | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||
Common shares, votes per share | Vote | 10 | 10 | ||||||
Class F common stock | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Number of shares issued | 8,625,000 | |||||||
Percentage of issued and outstanding shares | 41.20% | 20% | 20% | |||||
Ratio to be applied to the stock in the conversion | 1 | 20 | ||||||
Class F common stock | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Common shares, shares outstanding (in shares) | 6,900,000 | |||||||
Number of shares issued | 8,625,000 | |||||||
Value of shares issued | $ | $ 25,000 | |||||||
Class F common stock | Sponsor | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Class F common stock | Sponsor | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Number of shares issued | 8,625,000 | 8,625,000 | ||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Class F common stock | Directors | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares issued | 175,000 | |||||||
Value of shares issued | $ | $ 700 | |||||||
Class F common stock | Directors | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares issued | 175,000 | |||||||
Value of shares issued | $ | $ 700 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 D $ / shares shares | Dec. 31, 2022 D $ / shares shares | Dec. 31, 2021 shares | |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Warrants expiration term | 5 years | 5 years | |
Warrants exercisable term from the completion of business combination | 30 days | 30 days | |
Warrant exercise period condition one | 20 days | 20 days | |
Warrant exercise period condition two | 60 days | 60 days | |
Percentage of total equity proceeds and interest | 60% | ||
Maximum | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Share price closing of a business combination | $ 9.20 | ||
Class A common stock | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Exercise price of warrants | $ 11.50 | ||
Percentage of total equity proceeds and interest | 60% | ||
Number of trading days | D | 10 | 10 | |
Market value per share | $ 9.20 | $ 9.20 | |
Exercise price of warrants adjusted | 115% | 115% | |
Redemption trigger price | $ 18 | $ 18 | |
Percentage of higher of market value and newly issued share price | 180% | 180% | |
Class A common stock | Minimum | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Share price closing of a business combination | $ 9.20 | ||
Number of trading days | D | 20 | ||
Redemption trigger price | $ 18 | ||
Class A common stock | Maximum | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Number of trading days | D | 30 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Redemption trigger price | $ 18 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A common stock | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Public Warrants | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Number of warrants outstanding | shares | 13,800,000 | 13,800,000 | 13,800,000 |
Exercise price of warrants | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Redemption period | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Redemption period | 30 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Private Placement Warrants | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Number of warrants outstanding | shares | 13,730,000 | 13,730,000 | 13,730,000 |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (benefit) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
INCOME TAXES | ||||||
Net income (loss) before taxes | $ 704,156 | $ 1,014,624 | $ 417,483 | $ 801,866 | $ (248,154) | $ 2,110,066 |
Federal | ||||||
Current | 812,473 | |||||
Income tax expense (benefit) | $ 276,753 | $ 224,021 | $ 1,325,160 | $ 224,021 | $ 0 | $ 812,473 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Amount | ||||||
Income tax at U.S. statutory rate | $ (52,112) | $ 443,114 | ||||
Valuation allowance activity | 52,112 | 369,359 | ||||
Income tax expense (benefit) | $ 276,753 | $ 224,021 | $ 1,325,160 | $ 224,021 | $ 0 | $ 812,473 |
Percent of Pretax Income | ||||||
Income tax at U.S. statutory rate | 21% | 21% | 21% | |||
Valuation allowance activity | (21.00%) | 18% | ||||
Income tax provision/(benefit) | 39% | 22% | 317% | 28% | 39% |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Components of deferred tax assets | ||
Net operating losses | $ 4,875 | $ 5,748 |
Capitalized costs | 416,597 | 46,364 |
Deferred taxes before valuation | 421,472 | 52,112 |
Valuation allowance | (421,472) | (52,112) |
Net deferred tax assets, net of allowance | $ 0 | $ 0 |
INCOME TAXES - Operating loss c
INCOME TAXES - Operating loss carryovers (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
U.S. Federal | |||
INCOME TAXES | |||
Net operating loss carryforwards | $ 23,200 | $ 27,400 | |
State | |||
INCOME TAXES | |||
Net operating loss carryforwards | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - USD ($) | Feb. 16, 2023 | Nov. 19, 2021 |
SUBSEQUENT EVENTS | ||
Months to complete acquisition from IPO | 15 months | |
Extension to the period to consummate the initial business combination | 3 months | |
Subsequent Events | ||
SUBSEQUENT EVENTS | ||
Extension to the period to consummate the initial business combination | 3 months | |
Face value of loan | $ 2,760,000 | |
Price of warrant | $ 1 |
BALANCE SHEETS (Unaudited)_2
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 19, 2021 | Mar. 23, 2021 |
Assets: | ||||||||||
Cash | $ 82,514 | $ 468,461 | $ 2,505,395 | |||||||
Prepaid expenses | 106,117 | 375,000 | ||||||||
Total current assets | 188,631 | 843,461 | 2,505,395 | |||||||
Investments held in Trust | 106,861,019 | 284,840,707 | 281,523,211 | $ 281,500,000 | ||||||
Total assets | 107,049,650 | 285,684,168 | 284,028,606 | |||||||
Current liabilities: | ||||||||||
Accounts payable and accrued liabilities | 615,207 | 235,995 | 232,555 | |||||||
Income taxes payable | 87,473 | |||||||||
Convertible promissory notes - related party | 4,237,596 | |||||||||
Due to related party | 267,098 | 10,464 | 597,500 | |||||||
Total current liabilities | 5,119,901 | 333,932 | 830,055 | |||||||
Deferred legal fees | 5,889,484 | 1,469,726 | 615,634 | |||||||
Deferred underwriting commissions | 9,660,000 | 9,660,000 | ||||||||
Total liabilities | 11,009,385 | 11,463,658 | 11,105,689 | |||||||
Commitments and Contingencies (Note 6) | ||||||||||
Stockholders' Deficit: | ||||||||||
Preferred stock, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | ||||||||||
Accumulated deficit | (10,640,578) | (10,258,125) | (8,597,773) | |||||||
Total stockholders' deficit | (10,639,888) | $ (9,409,273) | $ (6,873,742) | (10,257,435) | $ (8,019,238) | $ (8,809,841) | $ (8,828,546) | (8,597,083) | $ 0 | |
Total liabilities and stockholders' deficit | 107,049,650 | 285,684,168 | 284,028,606 | |||||||
Class A common stock subject to redemption | ||||||||||
Current liabilities: | ||||||||||
Class A common stock, $0.0001 par value; 9,850,641 and 27,600,000 shares subject to redemption at $10.83 and $10.31 per share, respectively | 106,680,153 | 284,477,945 | 281,520,000 | |||||||
Class A common stock not subject to redemption | ||||||||||
Stockholders' Deficit: | ||||||||||
Common stock | 0 | 0 | 0 | |||||||
Class B common Stock | ||||||||||
Stockholders' Deficit: | ||||||||||
Common stock | 0 | 0 | 0 | |||||||
Class F common stock | ||||||||||
Stockholders' Deficit: | ||||||||||
Common stock | $ 690 | $ 690 | $ 690 |
BALANCE SHEETS (Unaudited) (P_2
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Class A common stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 500,000,000 | 500,000,000 | |
Class A common stock subject to redemption | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 9,850,641 | 27,600,000 | 27,600,000 |
Temporary equity, redemption price per share | $ 10.83 | $ 10.31 | $ 10.20 |
Common shares, shares issued | 9,850,641 | 27,600,000 | |
Common shares, shares outstanding | 9,850,641 | 27,600,000 | |
Class A common stock not subject to redemption | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 | 0 |
Common shares, shares outstanding | 0 | 0 | 0 |
Class B common Stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common shares, shares issued | 0 | 0 | 0 |
Common shares, shares outstanding | 0 | 0 | 0 |
Class F common stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 |
STATEMENT OF OPERATIONS (Unau_2
STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 664,128 | $ 214,423 | $ 6,042,942 | $ 842,467 | $ 251,365 | $ 1,963,012 | ||||
Loss from operations | (664,128) | (214,423) | (6,042,942) | (842,467) | (251,365) | (1,963,012) | ||||
Other income: | ||||||||||
Interest income earned on investments held in trust | 1,368,284 | 1,229,047 | 6,460,425 | 1,644,333 | 3,211 | 4,073,078 | ||||
Income before provision for income taxes | 704,156 | 1,014,624 | 417,483 | 801,866 | (248,154) | 2,110,066 | ||||
Provision for income taxes | (276,753) | (224,021) | (1,325,160) | (224,021) | 0 | (812,473) | ||||
Net income (loss) | $ 427,403 | $ (35,677) | $ (1,299,403) | $ 790,603 | $ 18,705 | $ (231,463) | $ (907,677) | $ 577,845 | (248,154) | 1,297,593 |
Redeemable common shares | ||||||||||
Other income: | ||||||||||
Net income (loss) | $ (8,825,992) | $ 1,038,074 | ||||||||
Basic weighted average common shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 | 4,502,128 | 27,600,000 | ||||
Diluted weighted average common shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 | 4,502,128 | 27,600,000 | ||||
Basic net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ 2.95 | $ 0.04 | ||||
Diluted net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ 2.95 | $ 0.04 | ||||
Non-redeemable common shares | ||||||||||
Other income: | ||||||||||
Net income (loss) | $ (13,526,791) | $ 259,519 | ||||||||
Basic weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Diluted weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Basic net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ (1.96) | $ 0.04 | ||||
Diluted net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ (1.96) | $ 0.04 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock Class F common stock | Accumulated Deficit | Total |
Beginning balance at Mar. 23, 2021 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Mar. 23, 2021 | 0 | ||
Increase (decrease) in stockholder's equity | |||
Accretion for common stock to redemption amount | (5,520,000) | (5,520,000) | |
Net income (loss) | (248,154) | (248,154) | |
Ending balance at Dec. 31, 2021 | $ 690 | (8,597,773) | (8,597,083) |
Ending balance (in shares) at Dec. 31, 2021 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | (231,463) | (231,463) | |
Ending balance at Mar. 31, 2022 | $ 690 | (8,829,236) | (8,828,546) |
Ending balance (in shares) at Mar. 31, 2022 | 6,900,000 | ||
Beginning balance at Dec. 31, 2021 | $ 690 | (8,597,773) | (8,597,083) |
Beginning balance (in shares) at Dec. 31, 2021 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | 577,845 | ||
Ending balance at Sep. 30, 2022 | $ 690 | (8,019,928) | (8,019,238) |
Ending balance (in shares) at Sep. 30, 2022 | 6,900,000 | ||
Beginning balance at Dec. 31, 2021 | $ 690 | (8,597,773) | (8,597,083) |
Beginning balance (in shares) at Dec. 31, 2021 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Accretion for common stock to redemption amount | (2,957,945) | (2,957,945) | |
Net income (loss) | 1,297,593 | 1,297,593 | |
Ending balance at Dec. 31, 2022 | $ 690 | (10,258,125) | (10,257,435) |
Ending balance (in shares) at Dec. 31, 2022 | 6,900,000 | ||
Beginning balance at Mar. 31, 2022 | $ 690 | (8,829,236) | (8,828,546) |
Beginning balance (in shares) at Mar. 31, 2022 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | 18,705 | 18,705 | |
Ending balance at Jun. 30, 2022 | $ 690 | (8,810,531) | (8,809,841) |
Ending balance (in shares) at Jun. 30, 2022 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | 790,603 | 790,603 | |
Ending balance at Sep. 30, 2022 | $ 690 | (8,019,928) | (8,019,238) |
Ending balance (in shares) at Sep. 30, 2022 | 6,900,000 | ||
Beginning balance at Dec. 31, 2022 | $ 690 | (10,258,125) | (10,257,435) |
Beginning balance (in shares) at Dec. 31, 2022 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Offering costs adjustment | 9,660,000 | 9,660,000 | |
Accretion for common stock to redemption amount | (4,976,904) | (4,976,904) | |
Net income (loss) | (1,299,403) | (1,299,403) | |
Ending balance at Mar. 31, 2023 | $ 690 | (6,874,432) | (6,873,742) |
Ending balance (in shares) at Mar. 31, 2023 | 6,900,000 | ||
Beginning balance at Dec. 31, 2022 | $ 690 | (10,258,125) | (10,257,435) |
Beginning balance (in shares) at Dec. 31, 2022 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | (907,677) | ||
Ending balance at Sep. 30, 2023 | $ 690 | (10,640,578) | (10,639,888) |
Ending balance (in shares) at Sep. 30, 2023 | 6,900,000 | ||
Beginning balance at Mar. 31, 2023 | $ 690 | (6,874,432) | (6,873,742) |
Beginning balance (in shares) at Mar. 31, 2023 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Accretion for common stock to redemption amount | (2,499,854) | (2,499,854) | |
Net income (loss) | (35,677) | (35,677) | |
Ending balance at Jun. 30, 2023 | $ 690 | (9,409,963) | (9,409,273) |
Ending balance (in shares) at Jun. 30, 2023 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Accretion for common stock to redemption amount | (1,658,018) | (1,658,018) | |
Net income (loss) | 427,403 | 427,403 | |
Ending balance at Sep. 30, 2023 | $ 690 | $ (10,640,578) | $ (10,639,888) |
Ending balance (in shares) at Sep. 30, 2023 | 6,900,000 |
STATEMENT OF CASH FLOWS (Unau_2
STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (907,677) | $ 577,845 | $ (248,154) | $ 1,297,593 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest from investments held in Trust Account | (6,460,425) | (1,644,333) | (4,073,078) | |
Changes in operating assets and liabilities: | ||||
Accounts payable and accrued expenses | 379,212 | (90,830) | 164,812 | 3,440 |
Income taxes payable | (87,473) | 224,021 | 87,473 | |
Prepaid expenses | 268,883 | (468,750) | (375,000) | |
Due to related party | 256,634 | (507,287) | 22,500 | (587,036) |
Deferred legal fees | 4,419,758 | 64,053 | 854,092 | |
Net cash used in operating activities | (2,131,088) | (1,909,334) | 3,211 | (2,792,516) |
Cash flows from investing activities: | ||||
Trust Account withdrawal for Class A common stock redemptions | 186,932,568 | |||
Principal deposited in Trust Account for extensions | (4,237,596) | (281,523,211) | ||
Proceeds from Trust Account withdrawn to pay taxes | 1,745,141 | 30,582 | 755,582 | |
Net cash used by investing activities | 184,440,113 | 30,582 | (281,523,211) | 755,582 |
Cash flows from financing activities: | ||||
Redemptions of Class A common stock | 186,932,568 | |||
Proceeds from promissory note - related party | 4,237,596 | |||
Proceeds from issuance of common stock | 25,700 | |||
Proceeds from sale of private placement warrants | 13,730,000 | |||
Proceeds from related party loan | 141,656 | |||
Repayment of related party loan | (141,656) | |||
Offering costs paid | (5,730,305) | |||
Net cash provided by financing activities | (182,694,972) | 284,025,395 | ||
Net increase (decrease) in cash | (385,947) | (1,878,752) | 2,505,395 | (2,036,934) |
Cash - beginning of the period | 468,461 | 2,505,395 | 0 | 2,505,395 |
Cash - end of the period | 82,514 | $ 626,643 | 2,505,395 | 468,461 |
Supplemental disclosure of noncash financing activities: | ||||
Waived deferred underwriting commissions | $ 9,660,000 | |||
Deferred legal expense | 551,581 | |||
Due to related party | 575,000 | |||
Deferred underwriting commissions | 9,660,000 | |||
Offering costs included in accounts payable | 67,743 | |||
Accretion for common stock to redemption amount | $ 5,520,000 | $ 2,957,945 |
DESCRIPTION OF ORGANIZATION, _3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Nabors Energy Transition Corp. (the “Company” or “NETC”) was incorporated in Delaware on March 24, 2021. The Company was 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 or entities that the Company had not yet identified (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On March 30, 2021, the Company was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share (the “Founder Shares”) to the Company’s sponsor, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. As of September 30, 2023, the Company has neither engaged in any operations nor generated any revenues to date. The Company will not generate any operating revenues prior to the completion of a Business Combination and will generate non-operating income in the form of interest income on permitted investments from the proceeds derived from its initial public offering (the “Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2021. On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares,” and, with respect to the one Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 13,730,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $281.5 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee and currently investing by the trustee only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which are invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds from its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the potential target business or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders of Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share and such amount may be increased for each extension of the Company’s time to consummate its initial Business Combination, as described herein). As of September 30, 2023, these Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation (the “Charter”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders are not entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed not to propose an amendment to the Charter (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of Public Stockholders or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. The Company has 24 months from the closing of the Initial Public Offering to consummate an initial Business Combination. The Company’s board of directors (the “NETC Board”) may extend the date by which the Company has to consummate an initial Business Combination by one ten The Initial Stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, less taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On February 14, 2023, the Company entered into a business combination agreement with Vast Renewables Limited, an Australian proprietary 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 subsidiary of Vast (“Merger Sub”), the Sponsor and Nabors Industries Ltd. (“Nabors”) (the “Business Combination Agreement” and the transactions contemplated therein, the “Vast Business Combination”), pursuant to which, among other things and subject to certain terms and conditions, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Vast (the “Merger”). Each share of the Company’s Class A common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) with respect to which a stockholder has validly exercised its redemption rights (“Redemption Rights”) provided for in the Charter (i) will be redeemed immediately prior to the Effective Time and will be converted into the right to receive from the Company, in cash, an amount per share calculated in accordance with such stockholder’s Redemption Rights and (ii) will not be entitled to receive ordinary shares in Vast (the “Vast Ordinary Shares”). In the event that a Unit has 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 Units will be automatically detached and broken out into their constituent parts, such that a holder of one Unit will hold one share of our Class A common stock and one The Business Combination Agreement contains customary conditions to each party’s obligation to close the transaction and circumstances under which the parties can terminate the agreement. If the Business Combination Agreement is terminated, the Business Combination Agreement will become void and there will be no liability under the Business Combination Agreement on the part of any party, except in the case of a willful material breach of the Business Combination Agreement prior to such termination. On October 19, 2023, the Company, the Sponsor, Vast and Merger Sub entered into an Amendment and Waiver to the Business Combination Agreement (the “BCA Amendment”), pursuant to which, among other things, (i) Vast agreed to issue at the closing of the Vast Business Combination (the “Closing”), 350,000 Vast Ordinary Shares to Nabors Lux 2 S.a.r.l, an affiliate of Nabors (“Nabors Lux”) pursuant to the Nabors Backstop Agreement (as defined below), (ii) Vast agreed to issue 1,500,000 Vast Ordinary Shares to the Sponsor in the Merger as acceleration of a portion of the 2,400,000 Vast Ordinary Shares that may be issued to the Sponsor upon the achievement of certain share price targets during the Earnout Period (as defined below) (the “Accelerated 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 the Company, 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. In connection with the Business Combination Agreement, the Company entered into the following agreements: Support Agreement five Subscription Agreements 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, Nabors Lux and AgCentral agreed, subject to the Closing occurring and certain other conditions, 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) of Vast Ordinary Shares for $10.20 per share in a private placement. Vast may enter into additional Equity Subscription Agreements, with additional investors between the signing of the Business Combination Agreement and the Closing (the financing received under such additional agreements and together with the financing received under the Equity Subscription Agreements, the “PIPE Financing”). Services Agreement Joint Development and License Agreement Noteholder Support Agreement (ii) not to transfer, prior to the Closing or termination of the Business Combination Agreement, AgCentral’s rights under any AgCentral Loan Agreement, its Vast Ordinary Shares or the Existing Convertible Notes, subject to certain exceptions. In connection with the Closing, the Company will enter into, among others, the following agreement: Shareholder and Registration Rights Agreement. Concurrently with the Closing, the Company, Vast, the Sponsor and the holder parties thereto will enter into a Shareholder and Registration Rights Agreement (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) a resale registration statement, and Vast will use its commercially reasonable efforts to have the such 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 of the Company’s existing shareholders and Vast can demand Vast’s assistance with underwritten offerings and exercise demand or piggyback rights with respect to such offerings. Additionally, the Shareholder and Registration Rights Agreement contains a customary lock-up agreement for six months after the Closing. The Shareholder and Registration Rights Agreement will also grant (a) 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 (b) to the Sponsor (i) until the Additional Rights Expiration Date, the right to nominate for election two directors to the Vast board of directors (the “Vast Board”) and (ii) 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 the 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 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 Agreement 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 the Sponsor the right to nominate for election directors under the Shareholder and Registration Rights Agreement. Canberra Subscription. 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 $5.0 million, and up to $10.0 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 the Closing. Of the $10.0 million Canberra Subscription, $5.0 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 $10.0 million, but not below $5.0 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. October Notes Subscription Agreement pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of senior convertible notes, which are convertible into an equivalent number of Vast Ordinary Shares at $10.20 per share (the “Incremental Funding”), in addition to the $5.0 million of senior convertible notes already owned. Nabors Lux’s commitment under the Equity Subscription Agreements will be reduced, dollar-for-dollar, by the Incremental Funding. Backstop Agreement. 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 Public Stockholders in connection with the Business Combination 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 Agreement will be reduced below $15.0 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 Public Stockholders in connection with the Business Combination 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. Master Agreement . On October 19, 2023, the Company, Vast, Nabors, the Sponsor, Nabors Lux, Merger Sub and AgCentral entered into the Master Agreement, which, among other things, summarizes the key terms of each of the BCA Amendment, Support Agreement Amendment, October Notes Subscription Agreement, Nabors Backstop Agreement and form of Shareholder and Registration Rights Agreement (the “Master Agreement”). Special Meeting- Extension On May 11, 2023, the Company convened a special meeting (the “Special Meeting”) and the Company’s stockholders approved its Charter to allow the NETC Board, without another stockholder vote, to elect to extend the date by which the Company 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 Initial Public Offering), provided that the Sponsor (or its affiliates or designees), deposits into the Trust Account for each monthly extension an amount equal to the lesser of (x) $300,000 and (y) $0.03 for each share of Class A common stock issued as part of the Units sold in the Initial Public Offering that is not redeemed in connection with the Special Meeting in exchange for a non-interest bearing, unsecured promissory note. See Note 2 for additional details on deposits in the Trust Account. On November 6, 2023, the Company filed a preliminary proxy statement proposing that the Company’s stockholders approve its Charter to allow the NETC Board, without another stockholder vote, to elect to extend the date by which the Company 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 Initial Public Offering), provided that the Sponsor (or its affiliates of designees), deposits into the Trust Account for each monthly extension an amount equal to $200,000 in exchange for a non-interest bearing, unsecured promissory note. Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act imposes a 1 % excise tax on the fair market value of stock repurchases made by covered corporations (including domestic corporations) after December 31, 2022. The total taxable value of shares repurchased may be reduced by the fair market value of any newly issued shares during the taxable year. As discussed above, the Company may redeem the Public Shares in certain circumstances. On May 11, 2023, the Company redeemed 17,749,359 shares in exchange for $186,932,568 and may redeem additional shares in the future. If the Vast Business Combination is completed (or if the Company does not completely liquidate before January 1, 2024), the redemptions that occurred in May 2023 as well as future redemptions by the Company may be subject to this excise tax. Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until November 19, 2023 (or up to December 19, 2023 if extended pursuant to the Charter) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. As of September 30, 2023, no adjustments have been made to the carrying amounts of assets or liabilities that might be necessary should the Company be required to liquidate at the end of the Combination Period. | NABORS ENERGY TRANSITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Nabors Energy Transition Corp. (the “Company”) was incorporated in Delaware on March 24, 2021. The Company was 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 or entities that the Company had not yet identified as of December 31, 2022 (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2022, the Company had not yet commenced operations. On March 30, 2021, the Company was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share (the “Founder Shares”) to the Company’s sponsor, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). All activity for the period from March 24, 2021 (inception) through December 31, 2022 related to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues prior to the completion of the Business Combination and will generate non-operating income in the form of interest income on permitted investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2021. On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares,” and, with respect to the one-half of one Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 13,730,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $13.7 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $281.5 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which are invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds from its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders (the “Public Stockholders”) of Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share and such amount may be increased by $0.10 per share for each three-month extension of the Company’s time to consummate its initial Business Combination, as described herein). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). As of December 31, 2022 and 2021, these Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders are not entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. As of December 31, 2022, the Company had 15 months from the closing of the Initial Public Offering to consummate an initial Business Combination. 15 months 15 months If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering, or up to 21 months if it extends the period of time to consummate its initial Business Combination in accordance with the terms described herein (the “Combination Period”), the Company will ten The initial stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, less taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until August 19, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2022, no adjustments have been made to the carrying amounts of assets or liabilities that might be necessary should the Company be required to liquidate at the end of the Combination Period. |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. Investments held in Trust Account On September 30, 2023 and December 31, 2022, the Company had approximately $106.9 million and $284.8 million held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in trust in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the nine months ended September 30, 2023, the Company withdrew $1.7 million from the Trust Account in accordance with the Amended and Restated Investment Management Trust Agreement, dated May 12, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. On February 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination from February 18, 2023 to May 18, 2023, as permitted under the Amended and Restated Certificate of Incorporation, dated November 16, 2021. In connection with the extension, affiliates of the Sponsor deposited a total of $2,760,000, representing $0.10 per Unit into the Trust Account. At the Special Meeting held on May 11, 2023, stockholders holding 17,749,359 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $186,932,568 (or approximately $10.53 per share) was removed from the Trust Account to pay such holders. On May 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination by an additional three months from May 18, 2023 to August 18, 2023, as permitted under the Charter, and affiliates of the Sponsor deposited a total of $886,558 into the Trust Account. During the three months ended September 30, 2023, the NETC Board elected to extend the date an additional two months from August 18, 2023 to October 18, 2023 and $591,038 was deposited into the Trust. Subsequent to September 30, 2023, an additional $295,519 was deposited into the Trust Account to extend the date to November 18, 2023. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Offering costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. On February 9, 2023 and February 10, 2023, respectively, Citi Bank, N.A. (“Citi”) and Wells Fargo Bank, N.A. (“Wells Fargo”) delivered separate letters to the Company (the “Fee Waiver Letters”), wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them with respect to the Vast Business Combination. The waived underwriting commissions are reflected as an adjustment to offering costs in stockholders’ equity. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on September 30, 2023 and December 31, 2022, 9,850,641 and 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” The statements of operations include a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of income per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with FASB ASC 480-10-S99-3A, the Company deemed the fair value of the Class A common stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated by allocating the total income (loss) to both sets of shares. The Company splits the amount to be allocated using the ratio between the public shares and the non-redeemable shares for the three and nine months ended September 30, 2023, and 2022, reflective of the respective participation rights. The Company’s Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into common stock and share in the earnings of the Company. Additionally, the conversion feature of the convertible promissory note (see Note 5) allows for conversion of the convertible note into Private Placement Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because their exercise is contingent upon future events and their inclusion would be anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less from date of purchase to be cash equivalents. As of December 31, 2022 and 2021, the Company had cash of $0.5 million and $2.5 million, respectively. Investments held in Trust On December 31, 2022 and 2021, the Company had approximately $284.8 million and $281.5 million in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the year ended December 31, 2022, the Company withdrew $0.8 million from the Trust Account in accordance with the Investment Management Trust Agreement, dated November 16, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Offering costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December 31, 2022 and 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio 61% for the public shares and 39% for the non-redeemable shares for the year ended December 31, 2022 and for the period from March 24, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) In connection with the underwriters’ full exercise of their over-allotment option on November 19, 2021, 1,725,000 Founder Shares were forfeited by the Sponsor. These shares were excluded from the calculation of weighted average shares outstanding. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING. | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $276.0 million, and incurring offering costs of approximately $16.6 million, of which approximately $9.7 million was for deferred underwriting commissions, which was subsequently waived in February 2023. Each Unit consisted of one Public Share and one | NOTE 3. INITIAL PUBLIC OFFERING On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $276.0 million, and incurring offering costs of approximately $16.6 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consisted of one Public Share and one-half of one |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
PRIVATE PLACEMENT. | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 13,730,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable for cash or on a cashless basis. Pursuant to a letter agreement, dated November 16, 2021, among the Company and the other parties thereto (the “Letter Agreement”), the parties agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 13,730,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable for cash or on a cashless basis. Pursuant to a letter agreement, dated November 16, 2021, among the Company and the other parties thereto (the “Letter Agreement”), the parties agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS_2_3
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 30, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 8,625,000 Founder Shares. On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. All shares and associated amounts have been retroactively restated to reflect the surrender and issuance of these shares. As of September 30, 2023, there were 6,900,000 Founder Shares outstanding. The Founder Shares represent 41.2% of the Company’s issued and outstanding shares as of September 30, 2023. Pursuant to the Letter Agreement, the Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined, and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On November 16, 2021, the Company entered into an agreement pursuant to which, commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $15,000 per month for office space, utilities, secretarial and administrative support. As of September 30, 2023 and December 31, 2022, the Company owed $270,000 and $135,000 to the Sponsor or an affiliate thereof for administrative support costs, respectively. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Convertible Promissory Notes On February 16, 2023, the NETC Board elected to effectuate a three-month On May 17, 2023, 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 affiliates of the Sponsor deposited a total of $886,558, representing $0.03 per Class A common stock not redeemed, into the Trust Account in exchange for non-interest bearing, unsecured promissory notes. Additional extension deposits totaling $591,038 were made on August 16, 2023 and September 14, 2023. Subsequent to September 30, 2023, a fourth extension payment was made for $295,519 by Nabors Lux. The notes bear no interest and are due and payable upon the earlier to occur of (i) the date on which NETC’s initial Business Combination is consummated and (ii) the liquidation of NETC on or before November 18, 2023, unless such date is extended pursuant to the Charter. If NETC consummates an initial Business Combination, the Company will repay the loans out of the proceeds of the Trust Account or, the Sponsor may elect to convert a portion or all of such loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. Registration Rights Agreement On November 16, 2021, the Company entered into that certain Registration Rights Agreement by and among the Company, the Sponsor and the holder parties thereto (the “Registration Rights Agreement”). See “Registration and Stockholder Rights” in “Note 6. Commitments and Contingencies,” below. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 30, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 8,625,000 shares of the Company’s Founder Shares. On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 of Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. As of December 31, 2022 and 2021, there were 6,900,000 Founder Shares outstanding. The Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Pursuant to the Letter Agreement, the initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange, reorganization, recapitalization or other similar transaction which results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On March 26, 2021, an affiliate of the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (as amended and restated on October 27, 2021, the “Note”). The Note was non-interest bearing and was paid in full on November 19, 2021, upon the closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined, and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company owed $597,500 to an affiliate of the Sponsor for payment of certain working capital amounts on its behalf and for administrative support. As of December 31, 2022, the Company owed $135,000 to an affiliate of the Sponsor for administrative support and an affiliate of the Sponsor owed the Company $124,536 for reimbursement of expenses paid on the affiliate’s behalf. Administrative Support Agreement On November 16, 2021, the Company entered into an agreement pursuant to which, commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $15,000 per month for office space, utilities, secretarial and administrative support. During the years ended December 31, 2022 and 2021, $180,000 and $22,500 in support costs had been incurred by the Company under this agreement, respectively. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Registration Rights Agreement On November 16, 2021, the Company entered into that certain Registration Rights Agreement by and among the Company, the Sponsor and the holder parties thereto (the “Registration Rights Agreement”). See “Registration and Stockholder Rights” in “Note. 6. Commitments and Contingencies”, below. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to the Registration Rights Agreement signed upon the effective date of the registration statement relating to the Initial Public Offering. These holders have certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On November 17, 2021, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate (including with respect to the Over-Allotment Units), paid upon the closing of the Initial Public Offering. In addition, as of December 31, 2022, $0.35 per unit, or approximately $9.7 million in the aggregate (including with respect to the Over-Allotment Units) will be payable to the underwriters for deferred underwriting commissions. On February 9, 2023 and February 10, 2023, respectively, Citi and Wells Fargo delivered the Fee Waiver Letters to the Company, wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them. | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the registration statement relating to the Initial Public Offering. These holders have certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On November 17, 2021, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate (including with respect to the Over-Allotment Units), paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate (including with respect to the Over-Allotment Units) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. |
STOCKHOLDERS' EQUITY (DEFICIT_4
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock— Class A Common Stock — issued outstanding Class B Common Stock — Class F Common Stock — Prior to the completion of the initial Business Combination, holders of the Class F common stock will have the right to elect all of the Company’s directors. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock, the Class B common stock (if any) and the Class F common stock will vote together as a single class, except as required by law or stock exchange rule. Each share of common stock will have one vote on all such matters. Following the completion of the initial Business Combination and the automatic conversion of the shares of Class F common stock into Class B common stock, holders of the Class A common stock and Class B common stock will generally vote together as a single class, except as required by applicable law or stock exchange rule, on all matters presented for a stockholder vote with each share of Class A common stock entitling the holder to one vote per share and each share of Class B common stock entitling the holder to ten votes per share. The Class F common stock will automatically convert into Class B common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, and, prior to and following the initial Business Combination, each share of Class B common stock will be convertible, at the option of the holder, into one share of Class A common stock, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and in each case, subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Founder Shares shall convert into shares of Class A common stock or shares of Class B common stock, as applicable, will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock or shares of Class B common stock, as applicable, issuable upon conversion thereof will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination). Warrants — In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the NETC Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average price of the Class A common stock during the 10 trading day period ending on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Pursuant to the Letter Agreement, Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable by the parties thereto until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company. The Private Placement Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrantholder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective, and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrantholder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock— Class A Common Stock— Class B Common Stock— Class F Common Stock— Prior to the completion of the initial Business Combination, holders of the Class F common stock will have the right to elect all of the Company’s directors. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock, the Class B common stock (if any) and the Class F common stock will vote together as a single class, except as required by law or stock exchange rule. Each share of common stock will have one vote on all such matters. Following the completion of the initial Business Combination and the automatic conversion of the shares of Class F common stock into Class B common stock, holders of the Class A common stock and Class B common stock will generally vote together as a single class, except as required by applicable law or stock exchange rule, on all matters presented for a stockholder vote with each share of Class A common stock entitling the holder to one vote per share and each share of Class B common stock entitling the holder to ten votes per share. The Class F common stock will automatically convert into Class B common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, and, prior to and following the initial Business Combination, each share of Class B common stock will be convertible, at the option of the holder, into one share of Class A common stock, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and in each case, subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Founder Shares shall convert into shares of Class A common stock or shares of Class B common stock, as applicable, will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock or shares of Class B common stock, as applicable, issuable upon conversion thereof will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination). Warrants— In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average price of the Class A common stock during the 10 trading day period ending on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described under “— Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Pursuant to the Letter Agreement, Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable by the parties thereto until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company. The Private Placement Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrantholder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective, and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrantholder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
INCOME TAXES_2
INCOME TAXES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
INCOME TAXES | NOTE 8. INCOME TAXES The Company’s provision for income taxes for the three and nine months ended , 2023 was $0.3 million and $1.3 million, respectively and $0.2 million for the three and nine months ended September 30, 2022. The effective tax rate was 39% and 317% for the three and nine months ended September 30, 2023, respectively. The effective tax rate was 22% and 28% for the three and nine months ended September 30, 2022, respectively. The increase in taxes is attributable to an increase in earnings from the Trust Account. The effective tax rate differs from the statutory tax rate of 21% as the Company continues to record a full valuation allowance for all its deferred tax assets, as discussed below. As of September 30, 2023 and December 31, 2022, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with capitalized start-up costs. Start-up costs cannot be amortized until the Company starts business operations. Therefore, a full valuation allowance has been established, as future events such as business combinations cannot be considered when assessing the realizability of deferred tax assets. Accordingly, the net deferred tax assets have been fully reserved. As of September 30, 2023 and December 31, 2022, the Company has not recorded any tax liability for uncertain tax positions. The Company’s continuing practice is to recognize potential accrued interest and/or penalties related to income tax matters within income tax expense. During the nine months ended , 2023 and 2022, the Company did no t accrue any interest and penalties. | NOTE 8. INCOME TAXES The Company’s financial statements include total net income before taxes of approximately $2.1 million for the year ended December 31, 2022 and net loss before taxes of approximately $0.2 million for the period from March 24, 2021 (inception) through December 31, 2021. The income tax provision consists of the following: For the Year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Federal Current $ 812,473 $ — Income tax expense (benefit) $ 812,473 $ — The reconciliation of the differences between the provision/(benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows: For the Period from March 24, 2021 (inception) through For the Year ended December 31, 2022 December 31, 2021 Percent of Pretax Percent of Pretax Amount Income Amount Income Income tax at U.S. statutory rate $ 443,114 21 % $ (52,112) 21 % Valuation allowance activity 369,359 18 % 52,112 (21) % Total income tax provision/(benefit) $ 812,473 39 % $ — — % Our income tax expense for 2022 was $812.5 thousand compared to $0 for 2021. The increase in tax expense was attributable to an increase in earnings on assets held in trust in 2022. The components of deferred tax assets are as follows: December 31, 2022 2021 Net operating losses $ 4,875 $ 5,748 Capitalized costs 416,597 46,364 Deferred taxes before valuation 421,472 52,112 Valuation allowance (421,472) (52,112) Net deferred tax assets, net of allowance $ — $ — As of December 31, 2022 and 2021, the Company had $23.2 thousand and $27.4 thousand, respectively, of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. As of December 31, 2022 and 2021, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with capitalized start-up costs and net operating losses. Start-up costs cannot be amortized until the Company starts business operations. Therefore, a full valuation allowance has been established, as future events such as business combinations cannot be considered when assessing the realizability of deferred tax assets. Accordingly, the net deferred tax assets have been fully reserved. We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates there is more than a 50% likelihood that the position will be sustained upon examination, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. As of December 31, 2022 and 2021, the Company does not have any uncertain tax positions. |
SUBSEQUENT EVENTS_2_3
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the events discussed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 9. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 9 and 10, 2023, we received letters from Citi Bank and Wells Fargo which waived their entitlement to the payment of the deferred underwriting fees accrued in connection with the initial public offering. On February 14, 2023, we entered into a Business Combination Agreement with Vast Solar. The combined entity is to be named Vast and expected to be listed on the NYSE under the ticker symbol “VSTE”. Vast Solar is a world-leading renewable energy company that has developed concentrated solar thermal power systems to generate, store and dispatch 24/7 carbon free, utility-scale electricity, industrial heat and green fuels. The Merger is expected to be consummated after obtaining the required approval by the stockholders of NETC and Vast and the satisfaction of certain other customary closing conditions. On February 16, 2023, the Company extended the initial 15-month If the company consummates an initial business combination, the loans will be repaid out of the proceeds of the trust account for the public stockholders or, at the option of the Sponsor, convert all or a portion of the loans into warrants at a price of $1.00 per warrant. The warrants will be identical to the private placement warrants issued in connection with the initial public offering. If an initial business combination is not consummated, the loans will be repaid only from funds held outside of the Trust Account. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less from date of purchase to be cash equivalents. As of December 31, 2022 and 2021, the Company had cash of $0.5 million and $2.5 million, respectively. | |
Investments held in Trust Account | Investments held in Trust Account On September 30, 2023 and December 31, 2022, the Company had approximately $106.9 million and $284.8 million held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in trust in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the nine months ended September 30, 2023, the Company withdrew $1.7 million from the Trust Account in accordance with the Amended and Restated Investment Management Trust Agreement, dated May 12, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. On February 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination from February 18, 2023 to May 18, 2023, as permitted under the Amended and Restated Certificate of Incorporation, dated November 16, 2021. In connection with the extension, affiliates of the Sponsor deposited a total of $2,760,000, representing $0.10 per Unit into the Trust Account. At the Special Meeting held on May 11, 2023, stockholders holding 17,749,359 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $186,932,568 (or approximately $10.53 per share) was removed from the Trust Account to pay such holders. On May 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination by an additional three months from May 18, 2023 to August 18, 2023, as permitted under the Charter, and affiliates of the Sponsor deposited a total of $886,558 into the Trust Account. During the three months ended September 30, 2023, the NETC Board elected to extend the date an additional two months from August 18, 2023 to October 18, 2023 and $591,038 was deposited into the Trust. Subsequent to September 30, 2023, an additional $295,519 was deposited into the Trust Account to extend the date to November 18, 2023. | Investments held in Trust On December 31, 2022 and 2021, the Company had approximately $284.8 million and $281.5 million in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the year ended December 31, 2022, the Company withdrew $0.8 million from the Trust Account in accordance with the Investment Management Trust Agreement, dated November 16, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. |
Offering costs associated with the Initial Public Offering | Offering costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. On February 9, 2023 and February 10, 2023, respectively, Citi Bank, N.A. (“Citi”) and Wells Fargo Bank, N.A. (“Wells Fargo”) delivered separate letters to the Company (the “Fee Waiver Letters”), wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them with respect to the Vast Business Combination. The waived underwriting commissions are reflected as an adjustment to offering costs in stockholders’ equity. | Offering costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on September 30, 2023 and December 31, 2022, 9,850,641 and 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December 31, 2022 and 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. | Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Stock | Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” The statements of operations include a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of income per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with FASB ASC 480-10-S99-3A, the Company deemed the fair value of the Class A common stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated by allocating the total income (loss) to both sets of shares. The Company splits the amount to be allocated using the ratio between the public shares and the non-redeemable shares for the three and nine months ended September 30, 2023, and 2022, reflective of the respective participation rights. The Company’s Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into common stock and share in the earnings of the Company. Additionally, the conversion feature of the convertible promissory note (see Note 5) allows for conversion of the convertible note into Private Placement Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because their exercise is contingent upon future events and their inclusion would be anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 | Net Income (loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio 61% for the public shares and 39% for the non-redeemable shares for the year ended December 31, 2022 and for the period from March 24, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) In connection with the underwriters’ full exercise of their over-allotment option on November 19, 2021, 1,725,000 Founder Shares were forfeited by the Sponsor. These shares were excluded from the calculation of weighted average shares outstanding. |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of earnings per share, basic and diluted | Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 | For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) |
DESCRIPTION OF ORGANIZATION, _4
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Nov. 06, 2023 USD ($) item | May 17, 2023 | May 11, 2023 USD ($) shares | Nov. 19, 2021 USD ($) $ / shares shares | Nov. 17, 2021 USD ($) shares | Nov. 16, 2021 USD ($) shares | Mar. 30, 2021 USD ($) $ / shares shares | Mar. 29, 2021 shares | Mar. 24, 2021 item | Mar. 20, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 276,000,000 | |||||||||||||
Investments held in Trust | $ 281,500,000 | $ 106,861,019 | $ 106,861,019 | 281,523,211 | $ 284,840,707 | |||||||||
Deferred underwriting commissions | $ 9,660,000 | $ 9,660,000 | ||||||||||||
Condition for future business combination use of proceeds percentage | 80% | 80% | ||||||||||||
Condition for future business combination threshold Percentage Ownership | 50% | 50% | ||||||||||||
Redemption limit percentage without prior consent | 15 | 15 | ||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | ||||||||||||
Total months to complete acquisition including extension | 21 months | |||||||||||||
Additional months available to complete acquisition | 3 months | 4 months | 2 months | 3 months | ||||||||||
Redemption period upon closure | 10 days | 10 days | ||||||||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | ||||||||||||
Period of each extension for completion of business combination | 1 month | |||||||||||||
Deposits into the trust account | $ 200,000 | |||||||||||||
Value of shares redeemed for cash | $ 186,932,568 | $ 186,932,568 | ||||||||||||
Minimum | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Total months to complete acquisition including extension | 24 months | |||||||||||||
Maximum | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Total months to complete acquisition including extension | 25 months | |||||||||||||
Number of extension for completion of business combination | item | 3 | |||||||||||||
Period for completion of business combination | 28 months | |||||||||||||
Class F common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares issued | shares | 8,625,000 | |||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Class A common stock subject to redemption | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares exercised for cash | shares | 17,749,359 | |||||||||||||
Class A common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Initial Public Offering | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 276,000,000 | |||||||||||||
Price per unit | $ / shares | $ 10.20 | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 276,000,000 | |||||||||||||
Number of warrants in a unit | shares | 0.5 | |||||||||||||
Offering costs incurred | $ 16,600,000 | |||||||||||||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | |||||||||||
Initial Public Offering | Class A common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares issued | shares | 27,600,000 | |||||||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | |||||||||||||
Price per unit | $ / shares | $ 10 | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 276,000,000 | |||||||||||||
Private Placement | Private Placement Warrants | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Sale of Private Placement Warrants (in shares) | shares | 13,730,000 | |||||||||||||
Price of warrant | $ / shares | $ 1 | |||||||||||||
Proceeds from sale of Private Placement Warrants | $ 13,700,000 | |||||||||||||
Over-allotment option | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares issued | shares | 3,600,000 | |||||||||||||
Over-allotment option | Class A common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Number of shares issued | shares | 3,600,000 | |||||||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,600,000 | |||||||||||||
Sponsor | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | 25,000 | |||||||||||||
Directors | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 700 | |||||||||||||
Directors | Class F common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 700 | |||||||||||||
Number of shares issued | shares | 175,000 | |||||||||||||
Founder Shares | Class F common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 25,000 | |||||||||||||
Number of shares issued | shares | 8,625,000 | |||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||
Founder Shares | Sponsor | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 25,000 | |||||||||||||
Number of shares issued | shares | 8,625,000 | |||||||||||||
Founder Shares | Sponsor | Class F common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 25,000 | |||||||||||||
Number of shares issued | shares | 8,625,000 | 8,625,000 | ||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||
Number of founder shares forfeited | shares | 1,900,000 | |||||||||||||
Value of shares surrendered | $ 0 | |||||||||||||
Founder Shares | Directors | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 700 | |||||||||||||
Number of shares issued | shares | 175,000 | |||||||||||||
Founder Shares | Directors | Class F common stock | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||||
Value of shares issued | $ 700 | |||||||||||||
Number of shares issued | shares | 175,000 |
DESCRIPTION OF ORGANIZATION, _5
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Proposed Business Combination (Details) - USD ($) $ in Millions | Oct. 19, 2023 | Feb. 14, 2023 |
Minimum | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Waiver of Business Combination Condition, Threshold Cash and Cash Equivalents | $ 50 | |
Vast Solar Pty Ltd | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of warrants issuable per unit | 0.5 | |
Backstop Agreement, Number of Shares to be Issued to Sponsor | 350,000 | |
Shares to be Issued to Sponsor as Acceleration to Share Price Target Shares | 1,500,000 | |
Shares to be Issued to Sponsor Upon Achievement of Share Price Targets | 2,400,000 | |
Vast Solar Pty Ltd | Class A common stock | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of shares issuable per unit | 1 |
DESCRIPTION OF ORGANIZATION, _6
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Support Agreement (Details) - Vast Solar Pty Ltd | Oct. 19, 2023 shares | Feb. 14, 2023 D shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Threshold number of shares that can be issued to sponsor | 3,900,000 | |
Number of trading days | D | 20 | |
Consecutive trading days | D | 30 | |
Support Agreement, Reduction in Number of Shares to be Issued to Sponsor for Each Tranche | 500,000 | |
Support Agreement, Aggregate Reduction in Number of Shares to be Issued to Sponsor | 1,500,000 | |
Minimum | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Earnout period | 70 days | |
Maximum | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Earnout period | 5 years |
DESCRIPTION OF ORGANIZATION, _7
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Subscription Agreements (Details) - AgCentral Energy Pty Limited $ / shares in Units, $ in Millions | Feb. 14, 2023 USD ($) $ / shares |
Senior Convertible Notes | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Debt Issuance | $ 5 |
Principal Amount | 10 |
Private Placement | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Threshold Amount | 15 |
Aggregate Amount | $ 30 |
Share Price (in dollars) | $ / shares | $ 10.20 |
DESCRIPTION OF ORGANIZATION, _8
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Shareholder and Registration Rights Agreement (Details) $ in Billions | 9 Months Ended | |
Feb. 14, 2023 | Sep. 30, 2023 USD ($) director | |
Shareholder and Registration Rights Agreement | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Threshold period to file resale Registration | 60 days | |
Lock Up Period | 6 months | |
Percentage of Ownership | 50% | |
Shareholder and Registration Rights Agreement | Minimum | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Market capitalization | $ | $ 1 | |
Shareholder and Registration Rights Agreement | AgCentral Energy Pty Limited | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of directors which may be nominated by the Sponsor | 1 | |
Before additional rights expiration date | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of directors which may be nominated by the Sponsor | 2 | |
After additional rights expiration date | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of directors which may be nominated by the Sponsor | 1 |
DESCRIPTION OF ORGANIZATION, _9
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Canberra Subscription (Details) - Capital Airport Group | Sep. 18, 2023 USD ($) $ / shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Investment amount subject to reduction pursuant to subscription | $ 10,000,000 |
Number of dollars reduced for every three dollars pursuant to subscription | 1 |
Minimum | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Aggregate Amount | 5,000,000 |
Private Placement | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Subscription amount serve as backstop for subsequent capital raised | $ 5,000,000 |
Share Price (in dollars) | $ / shares | $ 10.20 |
Private Placement | Minimum | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Aggregate Amount | $ 5,000,000 |
Private Placement | Maximum | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Aggregate Amount | $ 10,000,000 |
DESCRIPTION OF ORGANIZATION,_10
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - October Notes Subscription Agreement (Details) - October Notes Subscription Agreement - Senior Convertible Notes $ / shares in Units, $ in Millions | Oct. 19, 2023 USD ($) $ / shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Additional debt issuance | $ 2.5 |
Vast Ordinary Shares per share price | $ / shares | $ 10.20 |
Principal Amount | $ 5 |
DESCRIPTION OF ORGANIZATION,_11
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Backstop Agreement (Details) - Vast Solar Pty Ltd $ / shares in Units, $ in Millions | Oct. 19, 2023 USD ($) $ / shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Share Price (in dollars) | $ / shares | $ 10.20 |
Investment amount that will be reduced pursuant to backstop | $ 15 |
Maximum | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Aggregate Amount | $ 15 |
DESCRIPTION OF ORGANIZATION,_12
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Special Meeting Extension (Details) | Nov. 06, 2023 USD ($) item | May 11, 2023 USD ($) $ / shares | Nov. 19, 2021 USD ($) $ / shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||
Additional deposit of funds into Trust account | $ 300,000 | $ 295,519 | |
Additional deposit of funds into Trust account, per share | $ / shares | $ 0.03 | $ 0.03 | |
Period of each extension for completion of business combination | 1 month | ||
Deposits into the trust account | $ 200,000 | ||
Maximum | |||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||
Number of extension for completion of business combination | item | 3 | ||
Period for completion of business combination | 28 months |
DESCRIPTION OF ORGANIZATION,_13
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Inflation Reduction Act (Details) - Class A common stock subject to redemption | May 11, 2023 USD ($) shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Number of shares redeemed during the period | shares | 17,749,359 |
Cash payments for redemption of shares | $ | $ 186,932,568 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 01, 2023 | May 18, 2023 | May 17, 2023 | May 11, 2023 | Feb. 17, 2023 | Nov. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Investments held in Trust | $ 281,500,000 | $ 106,861,019 | $ 106,861,019 | $ 281,523,211 | $ 284,840,707 | ||||||
Proceeds from Trust Account withdrawn to pay taxes | 1,745,141 | $ 30,582 | $ 755,582 | ||||||||
Additional deposits of cash into Trust Account in connection with the extension | $ 886,558 | $ 886,558 | $ 2,760,000 | $ 281,500,000 | $ 591,038 | 4,237,596 | 281,523,211 | ||||
Additional deposit into Trust Account, per unit | $ 0.03 | $ 0.10 | |||||||||
Redemptions of Class A common stock | $ 186,932,568 | 186,932,568 | |||||||||
Amount removed from Trust Account for redemption of stock, per share | $ 10.53 | ||||||||||
Additional months available to complete acquisition | 3 months | 4 months | 2 months | 3 months | |||||||
Unrecognized tax benefits | $ 0 | 0 | 0 | $ 0 | |||||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Subsequent Events | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Additional deposits of cash into Trust Account in connection with the extension | $ 295,519 | ||||||||||
Initial Public Offering | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Offering costs incurred | $ 16,600,000 | ||||||||||
Class A common stock subject to redemption | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Number of shares exercised for cash | 17,749,359 | ||||||||||
Temporary equity, shares outstanding | 9,850,641 | 9,850,641 | 27,600,000 | 27,600,000 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator: | ||||||
Allocation of net income | $ (22,352,783) | $ 1,297,593 | ||||
Redeemable common shares | ||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Percentage of allocation of net income loss to common shares | 61% | 61% | ||||
Numerator: | ||||||
Allocation of net income | $ 251,345 | $ 632,482 | $ (658,531) | $ 462,276 | $ 13,278,637 | $ 1,038,074 |
Denominator: Weighted average non-redeemable common stock | ||||||
Weighted average shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 | 4,502,128 | 27,600,000 |
Basic net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ 2.95 | $ 0.04 |
Diluted net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | $ 2.95 | $ 0.04 |
Non-Redeemable Common Stock | ||||||
Numerator: | ||||||
Allocation of net income | $ 176,058 | $ 158,121 | $ (249,147) | $ 115,569 | ||
Denominator: Weighted average non-redeemable common stock | ||||||
Weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||
Basic net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 | ||
Diluted net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - USD ($) | 9 Months Ended | ||||
Nov. 19, 2021 | Nov. 17, 2021 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||
Deferred underwriting commissions | $ 9,660,000 | $ 9,660,000 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Class A common stock | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Exercise price of warrants | $ 11.50 | ||||
Public Warrants | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Exercise price of warrants | $ 18 | ||||
Initial Public Offering | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Price per unit | $ 10.20 | ||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||
Offering costs incurred | 16,600,000 | ||||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | ||
Number of warrants in a unit | 0.5 | ||||
Initial Public Offering | Class A common stock | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Number of shares issued | 27,600,000 | ||||
Number of units sold | 27,600,000 | ||||
Price per unit | $ 10 | ||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||
Number of shares in a unit | 1 | ||||
Number of shares which may be purchased with each warrant | 1 | ||||
Initial Public Offering | Public Warrants | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Number of shares in a unit | 1 | ||||
Number of warrants in a unit | 0.5 | ||||
Number of shares which may be purchased with each warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
Over-allotment option | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Number of shares issued | 3,600,000 | ||||
Over-allotment option | Class A common stock | |||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||
Number of shares issued | 3,600,000 | ||||
Number of units sold | 3,600,000 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 19, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
PRIVATE PLACEMENT | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Private Placement | Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants issued | 13,730,000 | ||
Aggregate number of shares which may be purchased with warrants | 13,730,000 | ||
Price of warrants | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 13.7 | ||
Number of shares which may be purchased with each warrant | 1 | ||
Exercise price of warrants | $ 11.50 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 9 Months Ended | |||||||
Nov. 19, 2021 D $ / shares | Nov. 16, 2021 USD ($) D $ / shares shares | Mar. 30, 2021 USD ($) shares | Mar. 29, 2021 shares | Mar. 20, 2021 USD ($) shares | Sep. 30, 2023 shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 shares | |
Class A common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 8,625,000 | |||||||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | |||||
Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Directors | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Directors | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Number of shares issued | 175,000 | |||||||
Founder Shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Founder Shares | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares issued | 8,625,000 | |||||||
Common shares, shares outstanding | 6,900,000 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 41.20% | |||||||
Founder Shares | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares issued | 8,625,000 | |||||||
Founder Shares | Sponsor | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares issued | 8,625,000 | 8,625,000 | ||||||
Value of shares surrendered | $ | $ 0 | |||||||
Number of founder shares forfeited | 1,900,000 | |||||||
Founder Shares | Directors | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Number of shares issued | 175,000 | |||||||
Founder Shares | Directors | Class F common stock | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Number of shares issued | 175,000 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - Related Party Loans - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 26, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Working Capital Loans | $ 0 | $ 135,000 | $ 597,500 | |
Working capital loans warrant | ||||
RELATED PARTY TRANSACTIONS | ||||
Price of warrant | $ 1 | $ 1 | ||
Working capital loans convertible into warrants | $ 1,500,000 | $ 1,500,000 |
RELATED PARTY TRANSACTIONS - _4
RELATED PARTY TRANSACTIONS - Administrative Support Agreement (Details) - Administrative Support Agreement - Affiliated entity - Sponsor - USD ($) | Nov. 16, 2021 | Nov. 06, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
RELATED PARTY TRANSACTIONS | ||||
Amount of expenses for office space, utilities, secretarial and administrative support reimbursable to related party | $ 15,000 | $ 15,000 | ||
Payables for administrative costs | $ 270,000 | $ 135,000 |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Convertible Promissory Note (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 01, 2023 | May 18, 2023 | May 17, 2023 | Feb. 17, 2023 | Feb. 16, 2023 | Nov. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2021 | Sep. 14, 2023 | |
RELATED PARTY TRANSACTIONS | ||||||||||
Extension to the period to consummate the initial business combination | 3 months | |||||||||
Amount of additional funds to be deposited in trust accounts | $ 2,760,000 | $ 591,038 | ||||||||
Amount of additional funds to be deposited in trust accounts (in dollars per share) | $ 0.10 | |||||||||
Additional deposits of cash into Trust Account in connection with the extension | $ 886,558 | $ 886,558 | $ 2,760,000 | $ 281,500,000 | $ 591,038 | $ 4,237,596 | $ 281,523,211 | |||
Additional deposit into Trust Account, per unit | $ 0.03 | $ 0.10 | ||||||||
Subsequent Events | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Extension to the period to consummate the initial business combination | 3 months | |||||||||
Amount of additional funds to be deposited in trust accounts | $ 295,519 | |||||||||
Face value of loan | $ 2,760,000 | |||||||||
Additional deposits of cash into Trust Account in connection with the extension | $ 295,519 | |||||||||
Unsecured promissory notes | Sponsor | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Face value of loan | $ 2,760,000 | |||||||||
Conversion of debt to warrants, price per warrant | $ 1 | |||||||||
Convertible Promissory Note | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Interest rate | 0% | |||||||||
Conversion of debt to warrants, price per warrant | $ 1 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 19, 2021 |
COMMITMENTS AND CONTINGENCIES | ||||
Aggregate deferred underwriting fee payable | $ 9,660,000 | $ 9,660,000 | ||
Initial Public Offering | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Deferred fee per unit | $ 0.35 | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | |
Over-allotment option | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Underwriters option term | 45 days | |||
Number of shares issued | 3,600,000 | |||
Underwriting cash discount per unit | $ 0.20 | |||
Aggregate underwriter cash discount | $ 5,500,000 |
STOCKHOLDERS' EQUITY (DEFICIT_5
STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT_6
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | 9 Months Ended | 12 Months Ended | ||||||
Nov. 16, 2021 USD ($) shares | Mar. 30, 2021 USD ($) $ / shares shares | Mar. 29, 2021 shares | Mar. 20, 2021 USD ($) shares | Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Percentage of issued and outstanding shares | 20% | |||||||
Common shares, votes per share | Vote | 1 | |||||||
Sponsor | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Value of shares issued | $ | $ 25,000 | |||||||
Sponsor | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares issued | 8,625,000 | |||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Directors | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Value of shares issued | $ | $ 700 | |||||||
Directors | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares issued | 175,000 | |||||||
Value of shares issued | $ | $ 700 | |||||||
Class A common stock | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common shares, votes per share | Vote | 1 | 1 | ||||||
Ratio to be applied to the stock in the conversion | 1 | |||||||
Class A common stock subject to redemption | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares issued (in shares) | 9,850,641 | 27,600,000 | ||||||
Common shares, shares outstanding (in shares) | 9,850,641 | 27,600,000 | ||||||
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 9,850,641 | 27,600,000 | 27,600,000 | 27,600,000 | ||||
Class A common stock not subject to redemption | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||
Class B common Stock | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||
Common shares, votes per share | Vote | 10 | 10 | ||||||
Class F common stock | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Number of shares issued | 8,625,000 | |||||||
Percentage of issued and outstanding shares | 41.20% | 20% | 20% | |||||
Ratio to be applied to the stock in the conversion | 1 | 20 | ||||||
Class F common stock | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Common shares, shares outstanding (in shares) | 6,900,000 | |||||||
Number of shares issued | 8,625,000 | |||||||
Value of shares issued | $ | $ 25,000 | |||||||
Class F common stock | Sponsor | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Class F common stock | Sponsor | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Number of shares issued | 8,625,000 | 8,625,000 | ||||||
Value of shares issued | $ | $ 25,000 | |||||||
Number of shares forfeited | 1,900,000 | |||||||
Value of forfeited shares | $ | $ 0 | |||||||
Class F common stock | Directors | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares issued | 175,000 | |||||||
Value of shares issued | $ | $ 700 | |||||||
Class F common stock | Directors | Founder Shares | ||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Number of shares issued | 175,000 | |||||||
Value of shares issued | $ | $ 700 |
STOCKHOLDERS' EQUITY (DEFICIT_7
STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 D $ / shares shares | Dec. 31, 2022 D $ / shares shares | Dec. 31, 2021 shares | |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Warrants expiration term | 5 years | 5 years | |
Warrants exercisable term from the completion of business combination | 30 days | 30 days | |
Warrant exercise period condition one | 20 days | 20 days | |
Warrant exercise period condition two | 60 days | 60 days | |
Percentage of total equity proceeds and interest | 60% | ||
Maximum | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Share price closing of a business combination | $ 9.20 | ||
Class A common stock | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Exercise price of warrants | $ 11.50 | ||
Percentage of total equity proceeds and interest | 60% | ||
Number of trading days | D | 10 | 10 | |
Market value per share | $ 9.20 | $ 9.20 | |
Exercise price of warrants adjusted | 115% | 115% | |
Redemption trigger price | $ 18 | $ 18 | |
Percentage of higher of market value and newly issued share price | 180% | 180% | |
Class A common stock | Minimum | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Share price closing of a business combination | $ 9.20 | ||
Number of trading days | D | 20 | ||
Redemption trigger price | $ 18 | ||
Class A common stock | Maximum | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Number of trading days | D | 30 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Redemption trigger price | $ 18 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A common stock | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Public Warrants | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Number of warrants outstanding | shares | 13,800,000 | 13,800,000 | 13,800,000 |
Exercise price of warrants | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Redemption period | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Redemption period | 30 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Private Placement Warrants | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Number of warrants outstanding | shares | 13,730,000 | 13,730,000 | 13,730,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
INCOME TAXES | ||||||
Provision for income taxes | $ 276,753 | $ 224,021 | $ 1,325,160 | $ 224,021 | $ 0 | $ 812,473 |
Effective tax rate (as a percent) | 39% | 22% | 317% | 28% | 39% | |
Income tax at U.S. statutory rate | 21% | 21% | 21% | |||
Accrual for unrecognized tax benefits for interest and penalties | $ 0 | $ 0 |