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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 17, 2023
Nabors Energy Transition Corp.
(Exact Name of registrant as specified in its charter)
| Delaware |
|
001-41073 |
|
86-2916523 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
515 West Greens Road, Suite 1200
Houston, Texas |
77067 |
| (Address of principal executive offices, including zip code) |
(Zip Code) |
| (281) 874-0035 |
| Registrant’s Telephone Number, including area code: |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered
|
| Units, each consisting of one share of Class A common stock and one-half of one warrant |
|
NETC.U |
|
The New York Stock Exchange |
| Class A common stock, par value $0.0001 per share |
|
NETC |
|
The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
NETC.WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, 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 13(a) of the Exchange Act.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Nabors Energy Transition Corp., a Delaware
corporation (the “Company”), previously announced a proposed business combination (the “Business
Combination”) with Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd, an
Australian proprietary company limited by shares) (“Vast”).
On November 17, 2023, the Company issued an
unsecured promissory note (the “Note”) to Nabors Lux 2 S.a.r.l., a private limited liability company (société
à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg (“Nabors Lux”), in the principal
amount of $295,519.23 in connection with the Extension (as defined below). Nabors Lux is an affiliate of Nabors Energy Transition Sponsor
LLC (the “Sponsor”). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which
the Company consummates its initial business combination and (ii) the liquidation of the Company on or before December 19, 2023,
unless such date is extended pursuant to the Company’s second amended and restated certificate of incorporation (the “Amended
Charter”), or such later liquidation date as may be approved by the Company’s stockholders.
If the Company consummates an initial business
combination, it will repay the loans out of the proceeds of the trust account for its public stockholders (the “Trust Account”)
or, at the option of the Sponsor, convert all or a portion of the loans into warrants for $1.00 per warrant, which warrants will be identical
to the warrants issued by the Company in a private placement in connection with the Company’s initial public offering. If the Company
does not consummate an initial business combination, the Company will repay the loans only from funds held outside of the Trust Account.
The issuance of the Note was made pursuant to
the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”).
The foregoing description of the Note is qualified
in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K,
and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth in Item 1.01 of this
Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 of this
Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 3.02.
On November 17, 2023, the Company issued a
press release announcing that its board of directors has elected to extend the date by which the Company has to consummate an initial
business combination from November 18, 2023 to December 18, 2023 (the “Extension”), as permitted under the Amended
Charter. In connection with the Extension, Nabors Lux deposited $295,519.23 into the Trust Account.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Important Information about the Business Combination and Where to
Find It
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the proposed Business Combination,
Vast has filed a registration statement on Form F-4 (File No. 333-272058) (as amended, the “Registration Statement”)
with the U.S. Securities and Exchange Commission (the “SEC”), which includes (i) a preliminary prospectus of Vast relating
to the offer of securities to be issued in connection with the proposed Business Combination and (ii) a preliminary proxy statement
of the Company to be distributed to holders of the Company’s capital stock in connection with the Company’s solicitation of
proxies for the vote by the Company’s stockholders with respect to the proposed Business Combination and other matters described
in the Registration Statement. The Company and Vast also plan to file other documents with the SEC regarding the proposed Business Combination.
After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the
stockholders of the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND VAST ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE
PROPOSED BUSINESS COMBINATION THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders are able to obtain
free copies of the proxy statement/prospectus and other documents containing important information about the Company and Vast once such
documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed
by the Company may be obtained free of charge from the Company’s website at www.nabors-etcorp.com or by written request to
the Company at 515 West Greens Road, Suite 1200, Houston, TX 77067.
Participants in the Solicitation
The Company, Nabors Industries Ltd., Vast and
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of the Company in connection with the proposed Business Combination. Information about the directors and executive officers of the Company
is set forth in the Registration Statement. To the extent that holdings of the Company’s securities have changed since the amounts
printed in the Registration Statement filed on November 13, 2023, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement and other relevant
materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described in the preceding
paragraph.
Forward Looking Statements
The information included herein and in any
oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A
of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than
statements of present or historical fact included herein, regarding the proposed Business Combination, the Company’s and
Vast’s ability to consummate the proposed Business Combination, the benefits of the proposed Business Combination, the
proposed financing from the Notes Subscription Agreement, dated as of October 19, 2023, by and between Vast and Nabors Lux, and the
Backstop Agreement, dated as of October 19, 2023, by and between Vast and Nabors Lux (the "Nabors Backstop Agreement"), Nabors Lux's
ability to provide the proposed financing and the Company’s and Vast’s future financial performance following the
proposed Business Combination, as well as the Company’s and Vast’s strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When
used herein, including any oral statements made in connection herewith, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “project,” the negative of such terms and other similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These
forward-looking statements are based on the Company and Vast management’s current expectations and assumptions about future
events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required
by applicable law, the Company and Vast disclaim any duty to update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company and Vast caution
you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of
which are beyond the control of the Company and Vast. These risks include, but are not limited to, general economic, financial,
legal, political and business conditions and changes in domestic and foreign markets; the inability to complete the Business
Combination or the convertible debt and equity financings contemplated in connection with the proposed Business Combination,
including the proposed financing from Capital Airport Group and Nabors Lux pursuant to the Nabors Backstop Agreement (the
“Financing”) in a timely manner or at all (including due to the failure to receive required stockholder or shareholder,
as applicable, approvals, or the failure of other closing conditions such as the satisfaction of the minimum trust account amount
following redemptions by the Company’s public stockholders and the receipt of certain governmental and regulatory approvals),
which may adversely affect the price of the Company’s securities; the inability of the Business Combination to be completed by
the Company’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by the Company; the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination or the Financing; the inability to recognize the anticipated benefits of the proposed Business
Combination; the inability to obtain or maintain the listing of Vast’s shares on a national exchange following the
consummation of the proposed Business Combination; costs related to the proposed Business Combination; the risk that the proposed
Business Combination disrupts current plans and operations of Vast, business relationships of Vast or Vast’s business
generally as a result of the announcement and consummation of the proposed Business Combination; Vast’s ability to manage
growth; Vast’s ability to execute its business plan, including the completion of the Port Augusta project, at all or in a
timely manner and meet its projections; potential disruption in Vast’s employee retention as a result of the proposed Business
Combination; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving Vast or the
Company, including in relation to the proposed Business Combination; changes in applicable laws or regulations and general economic
and market conditions impacting demand for Vast’s products and services. Additional risks are set forth in the section titled
“Risk Factors” in the Registration Statement and other documents filed, or to be filed with the SEC in connection with
the proposed Business Combination. Should one or more of the risks or uncertainties described herein and in any oral statements made
in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially
from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact
the Company’s expectations can be found in the Company’s periodic filings with the SEC, including the Company’s
Annual Report on Form 10-K filed with the SEC on March 22, 2023 and any subsequently filed Quarterly Reports on
Form 10-Q. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Dated: November 17, 2023 |
NABORS ENERGY TRANSITION CORP. |
| |
|
| |
|
| |
By: |
/s/ Anthony G. Petrello |
| |
Name: |
Anthony G. Petrello |
| |
Title: |
President, Chief Executive Officer and Secretary |
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER
THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS
NOT REQUIRED.
PROMISSORY NOTE
| Principal | Amount: $295,519.23 |
November 17, 2023 |
FOR VALUE RECEIVED, Nabors
Energy Transition Corp., a Delaware corporation (the “Maker”), whose address is 515 West Greens Road, Suite 1200,
Houston, Texas 77067, hereby unconditionally promises to pay to the order of Nabors Lux 2 S.a.r.l., a private limited liability company
(société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg (the “Payee”),
at the Payee’s office at 515 West Greens Road, Suite 1200, Houston, Texas 77067 (or such other address specified by the Payee
to the Maker), the sum of TWO HUNDRED NINETY-FIVE THOUSAND FIVE HUNDRED NINETEEN DOLLARS AND TWENTY-THREE CENTS ($295,519.23) in legal
and lawful money of the United States of America, on the terms and conditions described below. This Note is being made in connection with
the Payee depositing funds equal to $295,519.23 into the Maker’s trust account in order for the Maker to extend its deadline to
complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
or more businesses or entities (an “Initial Business Combination”) by one (1) additional month from November 18,
2023 to December 18, 2023 (the “Extension”).
1. Principal.
The entire unpaid principal balance of this Note shall be due and payable by the Maker upon the earlier of: (a) the liquidation of
the Maker on or before December 19, 2023 (unless such date is extended pursuant to the Maker’s second amended and restated
certificate of incorporation) or such later liquidation date as may be approved by the Maker’s stockholders (a “Liquidation”),
that occurs while the Note is outstanding or any time thereafter prior to the repayment of the Note and (b) the closing date on which
the Maker consummates an Initial Business Combination. Under no circumstances shall any individual, including but not limited to any officer,
director or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Form of
Repayment. In the event of a Liquidation, all amounts due under this Note shall be repaid in cash only from funds held outside of
the Maker’s trust account if any such funds are available. In the event the Maker consummates an Initial Business Combination, this
Note may be repaid, at Nabors Energy Transition Sponsor LLC’s (the “Sponsor”) discretion, (a) in cash, (b) in
Conversion Warrants (as defined below), pursuant to Section 14 herein, or (c) with a combination thereof. Absent reasonable
prior written notice by the Sponsor to convert any amounts due under this Note into Conversion Warrants pursuant to Section 14 herein,
this Note shall become due and payable in cash at the consummation of an Initial Business Combination.
3. Interest.
No interest shall accrue or be charged by the Payee on the unpaid principal balance of this Note.
4. Remedy
for Nonpayment. If payment of this Note or any installment of this Note is not made when due, the entire indebtedness hereunder, at
the option of the Payee, shall immediately become due and payable, and the Payee shall be entitled to pursue any or all remedies to which
the Payee is entitled hereunder, or at law or in equity.
5. Prepayment;
Amendment. This Note may be prepaid, in whole or in part, without penalty. This Note may not be changed, amended or modified except
in a writing expressly intended for such purpose and executed by the party against whom enforcement of the change, amendment or modification
is sought.
6. Construction;
Governing Law; Venue. THIS NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT
TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER
INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT
OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.
7. Notices.
Service of any notice by the Maker to the Payee, or by the Payee to the Maker, shall be mailed, postage prepaid by certified United States
mail, return receipt requested, at the address for such party set forth in this Note, or at such subsequent address provided to the other
party hereto in the manner set forth in this paragraph for all notices. Any such notice shall be deemed given three (3) days after
deposit thereof in an official depository under the care and custody of the United States Postal Service.
8. Bankruptcy.
Should the indebtedness represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership,
probate or other court proceedings or if this Note is placed in the hands of attorneys for collection after default, the Maker and all
endorsers, guarantors and sureties of this Note jointly and severally agree to pay to the holder of this Note, in addition to the principal
and interest due and payable hereon, reasonable attorneys’ and collection fees.
9. Waivers.
The Maker and all endorsers, guarantors and sureties of this Note and all other persons liable or to become liable on this Note severally
waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate
the maturity of this Note, notice of acceleration, protest and notice of protest, diligence in collecting, and the bringing of suit against
any other party, and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole
or in part, with or without notice, before or after maturity.
10. Unconditional
Waiver of Liability. The Maker hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought
by the Payee, any and every right it may have to (a) injunctive relief, (b) a trial by jury, (c) interpose any counterclaim
therein and (d) have the same consolidated with any other or separate suit, action or proceeding. Nothing herein contained shall
prevent or prohibit the Maker from instituting or maintaining a separate action against the Payee with respect to any asserted claim.
11. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Final
Agreement. This Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous
or subsequent oral agreements of the parties.
13. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any distribution of or from the trust account that holds the proceeds from the Maker’s
initial public offering (the “IPO”) and the proceeds from the sale of the warrants issued in a private placement in
connection with the consummation of the IPO, as described in greater detail in the Registration Statement on Form S-1 (File No. 333-256876)
filed with the Securities and Exchange Commission in connection with the IPO and declared effective on November 16, 2021, and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
14. Conversion.
(a) Notwithstanding
anything contained in this Note to the contrary, upon receiving due notification by the Maker of the anticipated consummation of an Initial
Business Combination, the Payee may elect to convert a portion or all of the unpaid principal balance under this Note into warrants (the
“Conversion Warrants”). The total Conversion Warrants so issued shall be equal to: (x) the portion of the principal
amount of this Note being converted pursuant to this Section 14, divided by (y) the conversion price of One Dollar ($1.00),
rounded up to the nearest whole number of warrants. The Conversion Warrants shall be identical to the warrants issued by the Maker in
a private placement in connection with the IPO. The Conversion Warrants and their underlying securities, and any other equity security
of the Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination
of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to customary registration rights.
(b) Upon
any partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion
of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to the Maker
or such other address which the Maker shall designate against delivery of the Conversion Warrants, (iii) the Maker shall promptly
deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and
(iv) in exchange for any portion of the surrendered Note, and simultaneous with the surrender of this Note, the Maker shall, at the
direction of the Payee, deliver to the Payee (or its members or their respective affiliates) (the Payee, or such other persons, are known
herein as the “Holder” or “Holders”) the Conversion Warrants, which shall bear such legends as are
required in the opinion of legal counsel to the Maker (or by any other agreement between the Maker and the Payee) and applicable state
and federal securities laws, rules and regulations.
(c) The
Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting
from any transfer requested by the Holders in connection with any such conversion.
[Signature page follows]
EXECUTED AND AGREED as of
the date first above written.
| |
|
| |
NABORS ENERGY TRANSITION CORP., |
| |
a Delaware corporation |
| |
|
| |
By: |
/s/ William Restrepo |
| |
Name: |
William Restrepo |
| |
Title: |
Chief Financial Officer |
| Agreed and Acknowledged: |
|
| |
|
| NABORS LUX 2 S.A.R.L. |
|
| |
|
| By: |
/s/ Henricus Reindert Petrus Pollmann |
|
| Name: |
Henricus Reindert Petrus Pollmann |
|
| Title: |
Type A Manager |
|
Signature Page to Promissory Note (Monthly
Extension)
Exhibit 99.1
Nabors Energy Transition Corp. Announces Extension of Deadline to
Complete Business Combination
HOUSTON, TX, November 17, 2023/PRNewswire/ — Nabors Energy
Transition Corp. (NYSE: NETC, NETC.WS, NETC.U) (“NETC” or the “Company”) announced that its board of directors
has elected to extend the date by which NETC has to consummate a business combination by one additional month from November 18, 2023
to December 18, 2023 (the “Extension”), as permitted under NETC’s second amended and restated certificate of incorporation.
The Extension provides NETC with additional time to complete its previously announced initial business combination (the “Business
Combination”) with Vast Renewables Limited (f/k/a Vast Solar Pty Ltd) (“Vast”).
In connection with the Extension, Nabors Lux 2 S.a.r.l. (“Nabors
Lux”), an affiliate of Nabors Energy Transition Sponsor LLC (the “Sponsor”), has deposited $295,519.23 (the “Extension
Payment”) into NETC’s trust account for its public stockholders (the “Trust Account”), which enables NETC to effectuate
the Extension. Nabors Lux loaned the Extension Payment to NETC through a non-interest-bearing loan. If NETC consummates an initial business
combination, it will repay the loans out of the proceeds of the Trust Account or, at the option of the Sponsor, convert all or a portion
of the loans into warrants for $1.00 per warrant, which warrants will be identical to the warrants issued by NETC in a private placement
in connection with NETC’s initial public offering. If NETC does not consummate an initial business combination, it will repay the
loans only from funds held outside of the Trust Account.
About Nabors Energy Transition Corp.
NETC is a blank check company 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. NETC was formed to identify solutions, opportunities, companies or technologies that focus on advancing the energy transition;
specifically, ones that facilitate, improve or complement the reduction of carbon or greenhouse gas emissions while satisfying growing
energy consumption across markets globally.
Important Information about the Business Combination and Where to
Find It
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the proposed Business Combination, Vast has filed
a registration statement on Form F-4 (File No. 333-272058) (as amended, the “Registration Statement”) with the U.S.
Securities and Exchange Commission (the “SEC”), which includes (i) a preliminary prospectus of Vast relating to the offer
of securities to be issued in connection with the proposed Business Combination and (ii) a preliminary proxy statement of NETC to
be distributed to holders of NETC’s capital stock in connection with NETC’s solicitation of proxies for the vote by NETC’s
stockholders with respect to the proposed Business Combination and other matters described in the Registration Statement. NETC and Vast
also plan to file other documents with the SEC regarding the proposed Business Combination. After the Registration Statement has been
declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the stockholders of NETC. INVESTORS AND SECURITY
HOLDERS OF NETC AND VAST ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT HAVE BEEN OR WILL BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION.
Investors and security holders are able to obtain free copies of the
proxy statement/prospectus and other documents containing important information about NETC and Vast once such documents are filed with
the SEC, through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by NETC may be obtained free
of charge from NETC’s website at www.nabors-etcorp.com or by written request to NETC at 515 West Greens Road, Suite 1200, Houston,
TX 77067.
Participants in the Solicitation
NETC, Nabors Industries Ltd., Vast and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of NETC in
connection with the proposed Business Combination. Information about the directors and executive officers of NETC is set forth in
the Registration Statement. To the extent that holdings of NETC’s securities have changed since the amounts printed in the
Registration Statement filed on November 13, 2023, such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement and other relevant
materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described in the
preceding paragraph.
Forward Looking Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements
of present or historical fact included herein, regarding the proposed Business Combination, NETC’s and Vast’s ability to
consummate the proposed Business Combination, the benefits of the proposed Business Combination, the proposed financing from the
Notes Subscription Agreement, dated as of October 19, 2023, by and between Vast and Nabors Lux, and the Backstop Agreement, dated as
of October 19, 2023, by and between Vast and Nabors Lux (the "Nabors Backstop Agreement"), Nabors Lux's ability to provide the
proposed financing and NETC’s and Vast’s future financial performance following the proposed Business Combination, as
well as NETC’s and Vast’s strategy, future operations, financial position, estimated revenues and losses, projected
costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements
made in connection herewith, the words “could,” “should,” “will,” “may,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,”
“project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. These forward-looking statements are based on NETC and
Vast management’s current expectations and assumptions about future events and are based on currently available information as
to the outcome and timing of future events. Except as otherwise required by applicable law, NETC and Vast disclaim any duty to
update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or
circumstances after the date hereof. NETC and Vast caution you that these forward-looking statements are subject to risks and
uncertainties, most of which are difficult to predict and many of which are beyond the control of NETC and Vast. These risks
include, but are not limited to, general economic, financial, legal, political and business conditions and changes in domestic and
foreign markets; the inability to complete the Business Combination or the convertible debt and equity financings contemplated in
connection with the proposed Business Combination, including the proposed financing from Capital Airport Group and Nabors Lux pursuant to the Nabors Backstop Agreement (the “Financing”) in a
timely manner or at all (including due to the failure to receive required stockholder or shareholder, as applicable, approvals, or
the failure of other closing conditions such as the satisfaction of the minimum trust account amount following redemptions by
NETC’s public stockholders and the receipt of certain governmental and regulatory approvals), which may adversely affect the
price of NETC’s securities; the inability of the Business Combination to be completed by NETC’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by NETC; the occurrence of
any event, change or other circumstance that could give rise to the termination of the Business Combination or the Financing; the
inability to recognize the anticipated benefits of the proposed Business Combination; the inability to obtain or maintain the
listing of Vast’s shares on a national exchange following the consummation of the proposed Business Combination; costs related
to the proposed Business Combination; the risk that the proposed Business Combination disrupts current plans and operations of Vast,
business relationships of Vast or Vast’s business generally as a result of the announcement and consummation of the proposed
Business Combination; Vast’s ability to manage growth; Vast’s ability to execute its business plan, including the
completion of the Port Augusta project, at all or in a timely manner and meet its projections; potential disruption in Vast’s
employee retention as a result of the proposed Business Combination; potential litigation, governmental or regulatory proceedings,
investigations or inquiries involving Vast or NETC, including in relation to the proposed Business Combination; changes in
applicable laws or regulations and general economic and market conditions impacting demand for Vast’s products and services.
Additional risks are set forth in the section titled “Risk Factors” in the Registration Statement and other documents
filed, or to be filed with the SEC in connection with the proposed Business Combination. Should one or more of the risks or
uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove
incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact NETC’s expectations can be found in NETC’s periodic
filings with the SEC, including NETC’s Annual Report on Form 10-K filed with the SEC on March 22, 2023 and any
subsequently filed Quarterly Reports on Form 10-Q. NETC’s SEC filings are available publicly on the SEC’s website
at www.sec.gov.
Investor Relations Contact
William C. Conroy
william.conroy@nabors-etcorp.com
v3.23.3
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Nov. 17, 2023 |
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Nabors Energy Transition Corp.
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| Entity Central Index Key |
0001854458
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| Entity Tax Identification Number |
86-2916523
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DE
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| Entity Address, Address Line One |
515 West Greens Road
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Suite 1200
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Houston
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TX
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77067
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874-0035
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NETC.U
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NYSE
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NETC
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NYSE
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