As filed with U.S. Securities and Exchange Commission on March 7, 2024
Registration No. 333-277574
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VAST RENEWABLES LIMITED
(Exact name of Registrant as Specified in its Charter)
N/A
(Translation of registrant name into English)
Australia (State or other jurisdiction of incorporation or organization) | 4911 (Primary Standard Industrial Classification Code Number) | Not Applicable (IRS Employer Identification Number) |
Suite 7.02, 124 Walker Street,
North Sydney, NSW 2060
Australia
+61 2 4072 2889
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Joel Rennie Elliott Smith White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-277574) of Vast Renewables Limited is filed solely to re-file certain exhibits thereto with conformed signatures inadvertently omitted from the prior filing. This Amendment No. 1 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.
16.1 | Letter of Deloitte Touche Tohmatsu regarding change in independent accountant (incorporated by reference to Exhibit 16.1 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023). | |
21.1** | List of Subsidiaries of Vast. | |
23.1* | Consent of PricewaterhouseCoopers with respect to Vast. | |
23.2* | Consent of PricewaterhouseCoopers with respect to SiliconAurora Pty Ltd. | |
23.3** | Consent of Ham, Langston & Brezina, LLP. | |
24.1** | Powers of Attorney. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
107** | Filing Fee Table |
* | Filed Herewith |
** | Previously filed |
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on the 7th day of March, 2024.
Vast Renewables Limited | |||
By: | /s/ Marshall D. Smith | ||
Name: | Marshall D. Smith | ||
Title: | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed below by the following persons in the capacities on March 7, 2024.
Name | Title | Date | |||
By: | * | Chief Executive Officer and Director | March 7, 2024 | ||
Name: Craig Wood | (Principal Executive Officer) | ||||
By: | /s/ Marshall D. Smith | Chief Financial Officer (Principal Financial Officer and | March 7, 2024 | ||
Name: Marshall D. Smith | Principal Accounting Officer) | ||||
By: | * | Chair | March 7, 2024 | ||
Name: Peter Botten | |||||
By: | * | Director | March 7, 2024 | ||
Name: Colleen Calhoun | |||||
By: | * | Director | March 7, 2024 | ||
Name: Thomas Quinn | |||||
By: | * | Director | March 7, 2024 | ||
Name: William Restrepo | |||||
By: | * | Director | March 7, 2024 | ||
Name: Colin Richardson | |||||
By: | * | Director | March 7, 2024 | ||
Name: John Yearwood |
*By: | /s/ Marshall D. Smith | |
Marshall D. Smith | ||
Attorney-in-Fact |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, Vast Renewables Limited has duly caused this registration statement to be signed by the following duly authorized representative in the United States on March 7, 2024.
PUGLISI & ASSOCIATES | ||
By: | /s/ Donald J. Puglisi | |
Name: Donald J. Puglisi | ||
Title: Managing Director |