Document

POS AM 1 vste-fx1tofx3.htm F-3 Document

As filed with the U.S. Securities and Exchange Commission on February 12, 2025

Registration Statement No. 333-277574

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective

Amendment No. 3 to FORM F-1 on

FORM F-3

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

4911

Not Applicable

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(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 only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,please check the following box. ☐

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. o

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. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ☐

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. o

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.


ABOUT THIS PROSPECTUS			i
CERTAIN DEFINED TERMS			ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			x
PROSPECTUS SUMMARY			1
THE OFFERING			4
RISK FACTORS			6
USE OF PROCEEDS			14
DIVIDEND POLICY			15
CAPITALIZATION AND INDEBTEDNESS			16
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			17
MATERIAL AUSTRALIAN TAX CONSIDERATIONS			25
DESCRIPTION OF SECURITIES			30
SELLING SECURITYHOLDERS			39
PLAN OF DISTRIBUTION			45
EXPENSES RELATED TO THE OFFERING			48
LEGAL MATTERS			48
EXPERTS			48
ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS			48
INFORMATION INCORPORATED BY REFERENCE			49
WHERE YOU CAN FIND MORE INFORMATION			49


Issuer						Vast Renewables Limited

Ordinary Shares offered by us						Up to 27,529,887 Ordinary Shares, consisting of: (i) 13,799,887 Ordinary Shares that are issuable by us upon the exercise of 13,799,887 Public Warrants and (ii) 13,730,000 Ordinary Shares that are issuable by us upon the exercise of 13,730,000 Private Warrants.

Ordinary Shares that may be offered and sold from time to time by the Selling Securityholders						Up to 41,530,920 Ordinary Shares, including up to (i) 23,474,421 Ordinary Shares held by certain holders entitled to resale registration rights pursuant to the Shareholder and Registration Rights Agreement or other agreements, (ii) up to an aggregate 2,799,999 Earnout Shares that are issuable to certain parties to the Shareholder and Registration Rights Agreement pursuant to the Business Combination Agreement upon the occurrence of specified events, (iii) up to 2,400,000 Earnback Shares that are issuable to NETC Sponsor pursuant to the Support Agreement upon the occurrence of specified events, (iv) 12,416,500 Ordinary Shares issuable upon exercise of Private Warrants held by certain parties to the Shareholder and Registration Rights Agreement, and (v) 440,000 Ordinary Shares issuable upon exercise of Public Warrants held by certain parties to the Shareholder and Registration Rights Agreement.

Warrants that may be offered and sold from time to time by the Selling Securityholders						12,416,500 Private Warrants and 440,000 Public Warrants.

Terms of offering						We will issue Ordinary Shares upon exercise of Warrants pursuant to the terms of the Vast Warrant Agreements. The Resale Securities offered for resale by this prospectus may be offered and sold at prevailing market prices, privately negotiated prices or such other prices as the Selling Securityholders may determine. See “Plan of Distribution.”

Terms of Warrants						Each Warrant entitles the holder to purchase one Ordinary Shares at an exercise price of $11.50 per share, subject to adjustment pursuant to the terms of the Vast Warrant Agreements. All Warrants expire on December 18, 2028 at 5:00 p.m., New York City time.


Warrants issued and outstanding (as of the date of this prospectus)						13,799,987 Public Warrants and 13,730,000 Private Warrants. Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $316.6 million. If the Warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the Warrants. However, we will only receive such proceeds if all Warrant holders fully exercise their Warrants for cash. The exercise price of the Public Warrants and Private Warrants is $11.50 per share. We believe that the likelihood that Warrant holders determine to exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Ordinary Shares. If the market price for our Ordinary Shares is less than the exercise price of the Warrants (on a per share basis), we believe that Warrant holders will be very unlikely to exercise any of their Warrants, and accordingly, we will not receive any such proceeds. On January 31, 2025, the closing prices for our Ordinary Shares and Public Warrants on Nasdaq were $0.96 per share and $0.0589 per warrant, respectively. There is no assurance that the Warrants will be “in the money” prior to their expiration or that the Warrant holders will exercise their Warrants. Warrant holders have the option to exercise their Warrants on a cashless basis in accordance with the Vast Warrant Agreements. To the extent that any Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of Warrants will decrease.

Use of proceeds						We will not receive any of the proceeds from the sale of the Resale Securities by the Selling Securityholders. We will receive the proceeds from the exercise of the Warrants for cash. We expect to use the proceeds received from such exercises, if any, for working capital and general corporate purposes. However, for so long as the Warrants are “out of the money,” we believe the holders thereof will be unlikely to exercise their Warrants. See “Use of Proceeds.”

Dividend Policy						We have not paid any cash dividends on our Ordinary Shares since the Capital Reorganisation and have no plan to pay cash dividends on such securities in the foreseeable future. Subject to the Corporations Act, the Constitution and any special terms and conditions of issue, the Vast Board may, from time to time, resolve to pay a dividend or declare any interim, special or final dividend as, in their judgement, the financial position of Vast justifies.The Vast Board may fix the amount, time and method of payment of the dividends. The payment, resolution to pay, or declaration of a dividend does not require any confirmation by a general meeting.

Market for our Ordinary Shares and Public Warrants						Our Ordinary Shares and Public Warrants are listed on Nasdaq under the symbols “VSTE” and “VSTEW,” respectively.


Category	Number of Offered Securities	Effective Purchase Price per Offered Security		Potential Profit per Offered Security(1)
Ordinary Shares exchanged for the Founder Shares	1,804,588	$0.004	(2)	$0.96
Ordinary Shares issued pursuant to the Nabors Backstop Agreement
Incremental Funding Commitment Fee	350,000	—	(3)	$0.96
Shares purchased pursuant to the Nabors Backstop Agreement	681,620	$10.20	(3)		*
Accelerated Earnback Shares	1,500,000	—	(3)	$0.96
Ordinary Shares issued to AgCentral	15,292,421	$1.31	(4)		*
Ordinary Shares held by the MEP Participants and an employee share trust	2,187,147	—	(5)	$0.96
Ordinary Shares issued upon conversion of the Senior Convertible Notes	1,250,014	$10.20			*
Ordinary Shares issued pursuant to the Equity Subscription Agreements	1,715,686	$10.20			*
Guggenheim Ordinary Shares	171,569	$10.20	(6)		*
Earnback Shares	2,400,000	—	(7)	$0.96
Earnout Shares	2,799,999	—	(8)	$0.96
Private Warrants	12,416,500	$1.00			*
Shares underlying Private Warrants	12,416,500	$11.50			*
Ordinary Shares purchased on the market	2,010	$3.83			*
Public Warrants	440,000	$ 0.10 – 0.15			(9)
Shares underlying Public Warrants	440,000	$11.50			*


	As of June 30, 2024
(in thousands)	Actual
Cash and cash equivalents	$	11,081
Total borrowings and other financial liabilities	12,821
Equity
Issued capital	297,618
Reserves	27,177
Accumulated losses	(333,094)
Total equity	(8,299)
Total capitalization	$	4,522


	Ordinary Shares			Warrants to Purchase Ordinary Shares
Name	Ordinary Shares Beneficially Owned Prior to Offering	Ordinary Shares Registered Hereby	Ordinary Shares Beneficially Owned After Sale of all Ordinary Shares Offered Hereby	Beneficially Owned Prior to Offering	Number Registered for Sale Hereby	Beneficially Owned After Sale of All Warrants Offered Hereby
Nabors Lux 2 S.A.R.L.(1)	11,907,025	11,907,025	—	7,441,500	7,441,500	—
Nabors Energy Transition Sponsor LLC(2)	—	2,400,000	—	—	—	—
William J. Restrepo(3)	687,604	687,604	—	575,000	575,000	—
John Yearwood(4)	923,762	923,762	—	700,000	700,000	—
Guillermo Sierra(5)	487,242	487,242	—	440,000	440,000	—
Colleen Calhoun(6)	100,000	100,000	—	50,000	50,000	—
Anthony G. Petrello(7)	799,151	799,151	—	—	—	—
Maria J. Dreyfus(8)	225,000	225,000	—	150,000	150,000	—
Jennifer G. Roberts(9)	50,000	50,000	—	—	—	—
AgCentral Energy Pty Ltd(10)	16,638,490	17,778,078	—	—	—	—
Bruce A. Leslie(11)	264,533	300,664	—	—	—	—
Christina G. Hall(12)	185,172	210,464	—	—	—	—
Craig D. Wood(13)	661,331	751,659	—	—	—	—
Kurt F. Drewes(14)	396,799	450,996	—	—	—	—
Lachlan P. Roberts(15)	264,533	300,664	—	—	—	—
Simon M. Woods(16)	36,046	36,046	—	—	—	—
Valentino M. Pagura(17)	132,266	150,332	—	—	—	—
Vast Renewables Limited Employee Share Trust(18)	264,533	300,664	—	—	—	—
Cynthia A. Petrello Revocable Trust(19)	2,499,000	2,499,000	—	2,499,000	2,499,000	—
Guggenheim Securities, LLC(20)	171,569	171,569	—	—	—	—
Remington SPAC W, LLC(21)	801,000	801,000	—	801,000	801,000	—
Tatiermo Design, LLC(22)	200,000	200,000	—	200,000	200,000	—


	U.S. Dollar
SEC Registration Fee	$	63,518
Legal Fees and Expenses	$	100,000
Accounting Fees and Expenses	$	150,000
Printing Expenses	$	50,000
Miscellaneous Expenses	$	10,000
Total	$	373,518


Exhibit Number						Description

2.1†						Business Combination Agreement, dated as of February 14, 2023, by and between Nabors Energy Transition Corp., Neptune Merger Sub Inc., Vast, Nabors Industries Ltd. and Nabors Energy Transition Sponsor LLC (incorporated by reference to Annex A to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

2.2						Amendment and Waiver to Business Combination Agreement, dated as of October 19, 2023, by and among Nabors Energy Transition Corp., Neptune Merger Sub Inc., Vast, Nabors Industries Ltd. and Nabors Energy Transition Sponsor LLC (incorporated by reference to Annex A-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).

3.1						Constitution of Vast. (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Registration Statement on Form F-4 (File No. 333-272058), filed with the SEC on November 20, 2023

4.1						Private Warrant Agreement, dated November 16, 2021, between Nabors Energy Transition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Nabors Energy Transition Corp.’s Current Report on Form 8-K (File No. 001-41073) filed with the SEC on November 16, 2021).

4.2						Public Warrant Agreement, dated November 16, 2021, between Nabors Energy Transition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to Nabors Energy Transition Corp.’s Current Report on Form 8-K (File No. 001-41073) filed with the SEC on November 16, 2021).

4.3						Private Warrant Assignment, Assumption and Amendment Agreement, dated December 18, 2023, by and among Vast, NETC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 2.3 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).

4.4						Public Warrant Assignment, Assumption and Amendment Agreement, dated December 18, 2023 by and among Vast, NETC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 2.4 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).

4.5						Specimen Private Warrant Certificate (incorporated by reference to Exhibit 4.5 to Nabors Energy Transition Corp.’s Registration Statement on Form S-1 (File No. 333-256876), filed June 8, 2021).

4.6						Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.3 to Nabors Energy Transition Corp.’s Registration Statement on Form S-1 (File No. 333-256876), filed June 8, 2021).

5.1**						Opinion of Gilbert + Tobin.

5.2**						Opinion of White & Case LLP.

10.1						Support Agreement, dated as of February 14, 2023, by and among Nabors Energy Transition Corp., Nabors Energy Transition Sponsor LLC, Vast, Nabors Lux 2 S.a.r.l. and the independent directors party thereto (incorporated by reference to Annex C to the proxy statement/prospectus to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.2						Amendment No. 1 to Support Agreement, dated as of October 19, 2023, by and among Nabors Energy Transition Corp., Nabors Energy Transition Sponsor LLC, Vast, Nabors Lux 2 S.a.r.l. and the independent directors party thereto (incorporated by reference to Annex C-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).


10.3						Form of Equity Subscription Agreement (incorporated by reference to Annex H to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).


Exhibit Number						Description

10.4						Services and Cost Reimbursement Agreement, dated as of February 14, 2023, by and between Nabors Corporate Services, Inc. and Vast (incorporated by reference to Exhibit 10.6 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.5						Joint Development and License Agreement, dated as of February 14, 2023, by and between Nabors Energy Transition Ventures LLC and Vast (incorporated by reference to Exhibit 10.7 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.6						Exclusivity and Confidentiality Agreement, dated as of August 28, 2017, by and between Doosan Skoda Power s.r.o. and Vast (incorporated by reference to Exhibit 10.12 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.7						Heliostat Manufacturing and Supply Agreement Binding Term Sheet, dated as of December 21, 2018, by and between sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.15 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.8						Heliostat IP Agreement Binding Term Sheet, dated as of December 21, 2018, by and between sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.16 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.9†#						Vast 2 Heliostat Collaboration (CSP Technology Collaboration Agreement), dated as of August 8, 2019, by and between schlaich bergermann partner, sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.17 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.10#						Master Services and Collaboration Agreement, dated as of March 9, 2020, by and between Advisian Pty Ltd and Vast (incorporated by reference to Exhibit 10.19 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.11						Exclusive Collaboration Agreement, dated as of December 9, 2020, by and between KSB SE & Co. and Vast (incorporated by reference to Exhibit 10.23 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.12†#						Joint Development Agreement, New West Queensland Hybrid Power Project Feasibility Study, dated as of February 12, 2021, by and between Stanwell Corporation Limited and Vast (incorporated by reference to Exhibit 10.24 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.13						Exclusive Collaboration Agreement, dated as of March 16, 2021, by and between Contralos Y Diseños Industriales S.A. and Vast (incorporated by reference to Exhibit 10.25 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.14†						Option and License Deed, dated as of March 19, 2021, by and among James Lyne Lord, Marjorie Annette Lord and Vast (incorporated by reference to Exhibit 10.26 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.15						Exclusive Collaboration Agreement, dated as of September 21, 2021, by and between Cockerill Maintenance et Ingénierie S.A. and Vast (incorporated by reference to Exhibit 10.28 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.16						Share Sale and Purchase Agreement — SiliconAurora Pty Ltd, dated as of June 15, 2022, by and among 1414 Degrees Limited, Vast Solar Aurora Pty Ltd and Vast (incorporated by reference to Exhibit 10.30 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).


Exhibit Number						Description

10.17						Conditional Offer of Funding — German-Australian Hydrogen Innovation and Technology Incubator (HyGATE), dated as of December 20, 2022, by and between Australian Renewable Energy Agency and Vast (incorporated by reference to Exhibit 10.32 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.18#						Advancing Renewables Program Funding Agreement, dated as of January 27, 2023, by and between Australian Renewable Energy Agency and Vast (incorporated by reference to Exhibit 10.33 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.19						Management Equity Plan Deed (incorporated by reference to Exhibit 10.35 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.20						Amendment to Vast Solar Management Equity Plan, dated as of February 14, 2023 (incorporated by reference to Exhibit 10.36 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.21†						Vast Solar Management Equity Plan — De-SPAC Side Deed, dated as of February 14, 2023 (incorporated by reference to Exhibit 10.37 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.22						Pre-Works Agreement for Port Augusta Project, dated as of April 24, 2023, by and between Doosan Skoda Power s.r.o. and Vast (incorporated by reference to Exhibit 10.41 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.23†						Technological Cooperation Agreement, dated as of May 16, 2013, by and between MSSA SAS and Vast (incorporated by reference to Exhibit 10.42 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.24						General Conditions Governing the Works to be Carried out by John Cockerill Renewable S.A. and its subsidiaries, dated as of June 7, 2023, by and between John Cockerill Renewable S.A. and Vast (incorporated by reference to Exhibit 10.43 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.25†						Fichtner Proposal, dated as of June 8, 2023, by and between Fichtner Australia Pty Ltd and Vast (incorporated by reference to Exhibit 10.44 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

10.26#