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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Vast Renewables Ltd (Name of Issuer) |
Ordinary Shares, without par value (Title of Class of Securities) |
Q9379E105 (CUSIP Number) |
Colin R. Sussman 226-230 Liverpool Street, Darlinghurst NSW, C3, 2010 61293259000 Joel Rennie, Elliott Smith White & Case LLP, 1221 Avenue of the Americas New York, NY, 10020 2128198200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | Q9379E105 |
| 1 |
Name of reporting person
AgCentral Energy Pty Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,636,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | Q9379E105 |
| 1 |
Name of reporting person
Igino Pty Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,636,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | Q9379E105 |
| 1 |
Name of reporting person
John Igino Kahlbetzer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,636,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | Q9379E105 |
| 1 |
Name of reporting person
Colin Raymond Sussman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,636,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, without par value | |
| (b) | Name of Issuer:
Vast Renewables Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
SUITE 7.02, 124 WALKER STREET, NORTH SYDNEY NSW,
AUSTRALIA
, 2060. | |
Item 1 Comment:
Explanatory Note This Amendment No. 7 to Schedule 13D (this "Seventh Amendment") filed by AgCentral, Igino Pty, Mr. Kahlbetzer and Mr. Sussman (collectively, the "Reporting Persons") amends the report on Schedule 13D filed on February 5, 2024 (the "Original 13D" as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on November 12, 2024 (the "First Amendment"), Amendment No. 2 to Schedule 13D filed by the Reporting Persons on November 25, 2024 (the "Second Amendment"), Amendment No. 3 to Schedule 13D filed by the Reporting Persons on November 27, 2024 (the "Third Amendment"), Amendment No. 4 to Schedule 13D filed by the Reporting Persons on December 16, 2024 (the "Fourth Amendment"), Amendment No. 5 to Schedule 13D filed by the Reporting Persons on December 26, 2024 (the "Fifth Amendment"), and Amendment No. 6 to Schedule 13D filed by the Reporting Persons on February 10, 2025 (the "Sixth Amendment," and the Original 13D, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment, the "Schedule 13D")) by the Reporting Persons, with respect to the ordinary shares, no par value ("Ordinary Shares"), of Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd, an Australian proprietary company limited by shares) (the "Issuer"). Capitalized terms used and not otherwise defined in this Seventh Amendment have the meanings ascribed to them in the Schedule 13D. Except as expressly amended and supplemented by this Seventh Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein. | ||
| Item 2. | Identity and Background | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
N/A | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented with the following: AgCentral has sold an aggregate of 2,002,001 Ordinary Shares between February 7, 2025 and February 11, 2025, such sales having exceeded 1% of the total outstanding Ordinary Shares on February 10, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated in its entirety as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on the respective cover pages of this Fourth Amendment and the information set forth or incorporated in Items 2 and 3 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. As of the date of this filing, AgCentral is the record owner of 13,135,046 Ordinary Shares. In addition, AgCentral shares voting power over 1,501,433 Ordinary Shares held by MEP Participants pursuant to the voting agreement in the MEP De-SPAC Side Deed. Accordingly, the Reporting Persons are, or may be, deemed to beneficially own an aggregate of 14,636,479 Ordinary Shares, representing approximately 48.8% of the Ordinary Shares outstanding based on 29,973,504 Ordinary Shares outstanding as of November 1, 2024, as reported in the Registration Statement (File No. 333-277574) filed with the SEC on November 7, 2024. | |
| (b) | As of the date of this filing, AgCentral is the record owner of 13,135,046 Ordinary Shares. In addition, AgCentral shares voting power over 1,501,433 Ordinary Shares held by MEP Participants pursuant to the voting agreement in the MEP De-SPAC Side Deed. Accordingly, the Reporting Persons are, or may be, deemed to beneficially own an aggregate of 14,636,479 Ordinary Shares, representing approximately 48.8% of the Ordinary Shares outstanding based on 29,973,504 Ordinary Shares outstanding as of November 1, 2024, as reported in the Registration Statement (File No. 333-277574) filed with the SEC on November 7, 2024. | |
| (c) | Subsequent to the sales reported in the Sixth Amendment, the Reporting Persons sold an aggregate of 2,002,011 Ordinary Shares in open market transactions on the Nasdaq Stock Market. Details by date, number of ordinary shares sold and the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of securities sold at each separate price.
February 10, 2025: 1,000,000 Ordinary Shares; $1.01 weighted average price per share. February 11, 2025: 1,002,001 Ordinary Shares; $1.01 weighted average price per share. | |
| (d) | Under the MEP De-SPAC Side Deed, the MEP Participants granted to AgCentral a proxy to vote (i) 100% of their Ordinary Shares for a period of two years following the Merger Effective Date, (ii) 66.7% of their Ordinary Shares for a period of three years following the Merger Effective Date and (iii) 33.3% of their Ordinary Shares for a period of four years following the Merger Effective Date, provided that, on the date that was six months following the Merger Effective Date, each MEP Participant was permitted, with 10 business days' prior written notice to the Issuer elect to dispose of $350,000 worth of such MEP Participant's Ordinary Shares, subject to a limit of $2,000,000, in the aggregate, of dispositions by all MEP Participants thereunder and any Ordinary Shares so disposed would be released from the voting arrangement described herein. On June 18, 2024, an aggregate of 800,000 Ordinary Shares held by such MEP Participants were so released. As such, the Reporting Persons are deemed to beneficially own 1,501,433 Ordinary Shares, which excludes 314,342 Earnout Shares issuable upon the occurrence of the Triggering Events, held by the MEP Participants. However, the MEP Participants have the right to direct the receipt of dividends from, or the proceeds from the sale of, their Ordinary Shares, in accordance with the terms and limitations of the MEP De-SPAC Side Deed. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
N/A | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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