United States securities and exchange commission logo
April 28, 2023
Alec Waugh
General Counsel
Vast Solar Pty Ltd
226-230 Liverpool Street
Darlinghurst, NSW 2010
Australia
Re: Vast Solar Pty Ltd
Draft Registration
Statement on Form F-4
Submitted March 31,
2023
CIK No. 0001964630
Dear Alec Waugh:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-4 filed March 31, 2023
Table of Contents, page i
1. Please include the
Index to Financial Statements in the Table of Contents.
What interests do the current officers and directors of NETC have in the
Business Combination?,
page 14
2. Please quantify the
aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have
at risk that depends on completion of a business combination.
Include the current
value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the
sponsor and its affiliates are awaiting reimbursement. Provide
Alec Waugh
Vast Solar Pty Ltd
April 28, 2023
Page 2
similar disclosure for the company s officers and directors, if
material. Please be sure to
reflect the extension loans and working capital contributions
discussed on pages 277-278.
3. Please revise to also include value of the securities as of the most
recent practicable date.
Do I have redemption rights..., page 17
4. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
Summary, page 25
5. We note your disclosure on pg. 37 that "[a]ppraisal rights are not
available to holders of
shares of NETC Class A Common Stock, NETC Class F Common Stock and
NETC Class
B Common Stock in connection with the Business Combination." Please
revise this
section to include a cross-reference to the information provided
pursuant to Item 18 or 19
of Form F-4. See Item 3(j) of Form F-4.
Interests of Certain Persons in the Business Combination, page 35
6. We note that Vast has entered into Services Agreement(s) and
Development
Agreement(s). To the extent that the SPAC s sponsor, its officers
and directors, and their
affiliates are either parties to or have an interest in these
agreements, quantify the
aggregate value of all payments and reimbursements, including amounts
due. Please
highlight the risk that the SPAC s sponsor, its officers and
directors, will benefit from the
completion of a business combination to the extent that these
agreements are contingent
on the consummation of the business combination. Please also file the
Services
Agreement and Development Agreement as exhibits to the registration
statement.
Risks Related to Ownership of Vast's Securities, page 76
7. We note your disclosure relating to your private and public warrants.
Please revise this
section to add a risk factor to prominently highlight the material
risks to public warrant
holders, including those arising from differences between private and
public warrants.
Clarify whether recent common stock trading prices exceed the
threshold that would allow
the company to redeem public warrants.
Background of the Business Combination, page 119
8. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, structure,
consideration, proposals
FirstName LastNameAlec Waugh
and counter-proposals, size of PIPE, minimum cash condition, and
termination fee. In
Comapany
yourNameVast Solar Ptyplease
revised disclosure, Ltd explain the reasons for the terms, each
party's position on
the2023
April 28, issues, and2 how you reached agreement on the final terms.
Page
FirstName LastName
Alec Waugh
FirstName LastNameAlec Waugh
Vast Solar Pty Ltd
Comapany
April NameVast Solar Pty Ltd
28, 2023
April 328, 2023 Page 3
Page
FirstName LastName
9. We note your disclosure that over several weeks Vast and Nabors
exchanged several
drafts related to resolve issues raised by the parties on the
documents related
to the convertible notes financing. Please revise to disclose the
issues raised and the each
party's position.
NETC Board's Consideration of and Reasons for Approving the Business
Combination, page 122
10. We note that you did not obtain a fairness opinion from your financial
advisor,
Guggenheim Securities. Please revise your disclosure to provide a more
detailed
description of the role of Guggenheim Securities in the transaction;
the level of diligence
Guggenheim Securities performed in connection with the transaction;
fees Guggenheim
Securities will receive upon completion of the business combination
and any amount that
is contingent upon completion of the transaction; a clear description
of any additional
services Guggenheim Securities or its affiliates provided in
connection with the
transaction; a description of any services Guggenheim Securities has
provided to the
target or affiliates of the parties including other SPACs associated
with the same sponsor.
In addition, Vast management provided the following assumptions..., page 128
11. We note that your disclosure includes two sets of assumptions provided
by Vast. One for
"the revenue Vast expects to realize from the deployment of a
'typical' CSP plant using
Vast technology" and another for "average EBITDA margin that they
expect to
generate." Please revise to provide greater specificity concerning the
material assumptions
underlying Vast's projections, including quantifying the assumptions,
and to clearly
explain how the assumptions relate to the projected information. Also,
considering your
historical revenues to date, please explain why you believe the
projected information is
reasonable.
The table below summarizes Vast's estimated cumulative free cash flow..., page
129
12. Please revise to disclose the date the financial projections and
assumptions were provided
by Vast.
13. Explain how management and the Board relied upon the forecasts and how
they
determined that they are reasonable, particularly in light of the
length of the forecast.
Specifically, address the reliability of the projections related to
the later years presented.
Impact of Substantial Redemptions on the Business Combination, page 137
14. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
Alec Waugh
FirstName LastNameAlec Waugh
Vast Solar Pty Ltd
Comapany
April NameVast Solar Pty Ltd
28, 2023
April 428, 2023 Page 4
Page
FirstName LastName
Subscription Agreements, page 178
15. We note that Nabors Lux and AgCentral have each agreed to subscribe
for and purchase
up to $5.0 million in aggregate principal amount of Senior Convertible
Notes from Vast in
a private placement. Revise the disclosure to discuss the key terms of
any convertible
securities and to disclose the potential impact of those securities on
non-redeeming
shareholders.
Unaudited Pro Forma Combined Financial Information
Anticipated Accounting Treatment, page 182
16. We note your disclosure on pages 38, 140, and 182 that legacy Vast
shareholders or Vast's
current majority shareholder will have the largest voting interest
under each of the
scenarios in the pro forma information. Please explain how the legacy
Vast shareholders
will have the largest voting interest under the no redemptions
scenario as the current
NETC public stockholders appear to have 51.1% ownership in shares
under such scenario.
Please explain the impact on your conclusion regarding your
determination of the
accounting acquirer.
17. Your disclosures indicate that following the closing of the business
combination, Earnout
Shares will be issued to eligible Vast shareholders upon occurrence of
certain triggering
events. Please tell what consideration you gave to accounting for the
arrangement within
your pro forma financial statements. As part of your response, please
provide us with your
analysis and cite the authoritative guidance you relied upon in
determining your
accounting treatment.
18. Please disclose the weighted average shares outstanding - basic and
diluted and net loss
per share - basic and diluted for NETC on the pro forma statement of
profit or loss on
page 187.
19. Refer to note 3.C to the pro forma statement of financial position on
page 189. It appears
the transaction costs expected to be incurred by NETC of approximately
$13.3 million are
not reflected in the pro forma statement of profit or loss. Please
tell us what consideration
you gave to including these expected transaction costs in the pro
forma statement of profit
or loss. Refer to Rule 11-02(a)(6)(i)(B) of Regulation S-X. Please
also revise this note to
correct the inconsistency in the reference to note 3.G for deferred
underwriting
commissions.
20. Refer to note 3.L to the pro forma statement of financial position on
page 190. Please
disclose how the estimated fair value of the earnout for NETC Sponsor
of $27.9 million
was computed including any assumptions used in the calculation.
Alec Waugh
FirstName LastNameAlec Waugh
Vast Solar Pty Ltd
Comapany
April NameVast Solar Pty Ltd
28, 2023
April 528, 2023 Page 5
Page
FirstName LastName
21. We note that in connection with the extension of the date by which
NETC has to
consummate the initial business combination, the Company entered into
an unsecured
promissory note agreement with the Sponsor in the amount of $2,760,000
on page F-81.
Please tell us what consideration you gave to including the promissory
note in the pro
forma financial statements.
22. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum,
and interim
redemption levels.
Conflicts of Interest, page 202
23. Your charter waived the corporate opportunities doctrine. Please
revise your disclosure to
explicitly state that and address this as a (i) potential conflict of
interest and (ii) whether it
impacted your search for an acquisition target.
24. We note your disclosure regarding Natron's letter of intent for Vast
to acquire up to
13,500 of Natron s sodium-ion batteries. Please disclose whether
funds from the Trust or
PIPE will be used to purchase Natron's sodium-ion batteries.
Overview of Vast, page 210
25. We note your disclosure on page 231 that the existing project funding
agreement is
expected to be replaced by a new up to $65 million funding agreement
with ARENA.
Please elaborate on whether the projected amount will be paid over the
course of a certain
number of years.
Vast Management's Discussion and Analysis of Financial Condition and Results of
Operations
Source of Liquidity, page 235
26. On page 235, you disclose that in June 2022 Vast received $9 million
of funding from its
shareholder with a maturity date of December 31, 2023. Please explain
how
this transaction is reflected in the audited financial statements of
Vast for the year ended
June 30, 2022. If this funding refers to the $0.9 million funding
discussed on page F-30,
please revise disclosures accordingly.
Beneficial Ownership of Vast Securities, page 283
27. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
Index to Financial Statements, page F-1
28. Please provide updated interim financial statements and related
disclosures for Vast Solar
Pty Ltd. and SiliconAurora Pty Ltd to the extent required by Item
8.A.5 of Form 20-
F. Please correspondingly update your pro forma financial information
accordingly.
Alec Waugh
Vast Solar Pty Ltd
April 28, 2023
Page 6
Notes to the Consolidated Financial Statements
22. Subsequent events, page F-40
29. We note your disclosure that to enact the merger, Vast will issue
3,000,000 ordinary
shares in Vast Solar Pty Ltd to the ordinary shareholders of NETC,
resulting in NETC
obtaining approximately 12% interest in Vast. Please explain how the
12% interest was
calculated. Please also clarify which "ordinary shareholders of NETC"
will receive the
3,000,000 shares in Vast Solar Pty Ltd and disclose the exchange ratio
used to determine
the amount of shares that will be issued.
30. Please revise to disclose the date when the financial statements were
authorized for issue
and who gave that authorization. Refer to paragraph 17 of IAS 10.
General
31. We note that Citi and Wells Fargo were underwriters for the initial
public offering of the
SPAC. It appears from your disclosure, such as on page 95, delivered
letters gratuitously
waived their right to deferred underwriting discounts and commissions
in connection with
the Business Combination. Please tell us, with a view to disclosure,
whether you have
received notice from these firms about ceasing involvement in your
transaction and how
that may impact your deal or the deferred underwriting compensation
owed to for the
SPAC s initial public offering.
32. Please tell us whether Moelis & Company LLC ( Moelis ) was
involved in the
preparation of any disclosure that is included in the registration
statement, or material
underlying disclosure in the registration statement including, if
applicable, but not limited
to, the disclosure regarding the summary of the financial analyses
prepared by Vast s
management and reviewed by the board of directors of NETC or the
projected financial
information of Vast. If Moelis was involved in preparing this
disclosure, please also
include a risk factor describing their role in connection with the
preparation of the
registration statement and the valuation of Vast and that they
disclaim any liability in
connection with such disclosure included in the registration
statement. If applicable,
please also disclose the rationale for continuing to rely on
information disclaimed by the
professional organization associated with or responsible for such
information.
33. Please disclose whether Moelis assisted in the preparation or review of
any materials
reviewed by the NETC board of directors or management as part of their
services to
NETC and whether Moelis has withdrawn its association with those
materials and notified
FirstName LastNameAlec Waugh
NETC of such disassociation. For context, include that there are similar
circumstances in
Comapany
whichNameVast Solar
a financial Pty Ltdis named and that Moelis s resignation
indicates it is not
institution
willing
April 28, 2023 to have
Page 6 the liability associated with such work in this
transaction.
FirstName LastName
Alec Waugh
FirstName LastNameAlec Waugh
Vast Solar Pty Ltd
Comapany
April NameVast Solar Pty Ltd
28, 2023
April 728, 2023 Page 7
Page
FirstName LastName
34. Please provide us with any correspondence between Moelis and NETC
relating to
Moelis s resignation.
35. Please provide us with the engagement letter between NETC and Moelis.
Please disclose
any ongoing obligations of the Company pursuant to the engagement
letter that will
survive the termination of the engagement, such as indemnification
provisions, rights of
first refusal, and lockups, and discuss the impacts of those
obligations on the Company in
the registration statement.
36. Please provide us with a letter from Moelis stating whether it agrees
with the statements
made in your prospectus related to their resignation and, if not,
stating the respects in
which they do not agree. Please revise your disclosure accordingly to
reflect that you have
discussed the disclosure with Moelis and it either agrees or does not
agree with the
conclusions and the risks associated with such outcome. If Moelis does
not respond,
please revise your disclosure to indicate you have asked and not
received a response and
disclose the risks to investors. Additionally, please indicate that
Moelis withdrew from its
role as financial advisor and forfeited its fees, if applicable, and
that the firm refused to
discuss the reasons for its resignation and forfeiture of fees, if
applicable, with
management. Clarify whether Moelis performed substantially all the
work to earn its fees.
37. Please revise your disclosure to highlight for investors that Moelis
s withdrawal indicates
that it does not want to be associated with the disclosure or
underlying business analysis
related to the transaction. In addition, revise your disclosure to
caution investors that they
should not place any reliance on the fact that Moelis has been
previously involved with
the transaction.
38. Please discuss the potential impact on the transaction related to the
resignation of Moelis.
We note that Moelis is advising or has advised on the business
combination transaction. If
Moelis would have played a role in the closing, please revise to
identify the party who will
be filling Moelis s role.
39. Please disclose any fees paid or due to Moelis in connection with its
role as a financial
advisor to NETC. If any of these fees will be forfeited by their
resignation, please revise
to disclose this information.
You may contact Stephany Yang at 202-551-3167 or Ernest Greene at
202-551-3733 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing