Core Points - Netcompany Group A/S reported transactions made by persons discharging managerial responsibilities in connection with the automatic vesting of Restricted Stock Units (RSUs) under the Long-Term Incentive Plan (LTIP) [1] Group 1: Managerial Transactions - André Rogaczewski, CEO, acquired 1,935 shares following the automatic vesting of RSUs, with a transaction date of 28 January 2025, at a price of DKK 0 [2][3] - Claus Jørgensen, COO, also participated in the acquisition of shares under the same conditions, with the same transaction details [3] - Thomas Johansen, CFO, acquired 1,075 shares following the automatic vesting of RSUs, with a transaction date of 28 January 2025, at a price of DKK 0 [4]

Core Insights - The company achieved a revenue growth of 7.6% (constant 7.4%) and an adjusted EBITDA margin of 16.8% (constant 16.9%) in 2024, despite high macro and geopolitical uncertainty [3][8] - There was a significant improvement of over 53% in earnings compared to the previous year, attributed to substantial investments in operations and business development [4] - The company welcomed over 1,700 new employees in 2024, bringing the total workforce to more than 8,250 [5] Financial Performance - For the full year 2024, revenue reached DKK 6,540.6 million, with adjusted EBITDA at DKK 1,097.9 million, up from DKK 901.2 million in 2023 [8] - The adjusted EBITDA margin improved to 16.8% in 2024 from 14.8% in 2023 [8] - Free cash flow for 2024 was DKK 821.1 million, an increase from DKK 552.1 million in 2023, with a cash conversion ratio rising to 147.1% from 135.1% [8] Future Outlook - The company expects revenue growth of 5% to 10% in 2025, with an adjusted EBITDA margin forecasted between 16% and 19% [6] - The mid-term adjusted EBITDA margin target remains at 20%, but the timeline for achieving DKK 8.5 billion in revenue has been deferred to 2027 [6] - A total cash redistribution of at least DKK 2 billion to shareholders is planned by 2026, although no new share buyback program will be initiated at this time [6]

Share Buyback Programme - Netcompany Group A/S initiated a share buyback programme on 31 October 2024, with a maximum budget of DKK 250 million and up to 1,300,000 shares, aimed at adjusting the company's capital structure and fulfilling obligations related to share-based incentive programmes [1] - The programme was executed in compliance with EU Market Abuse Regulation (EU Regulation no 596/2014) and the Safe Harbour Regulation (Commission Delegated Regulation (EU) 2016/1052), and was scheduled to conclude by 24 January 2025 [2] Final Transactions - Between 23 January 2025 and 24 January 2025, Netcompany purchased 7,500 shares at an average price of DKK 33824 and 3,555 shares at an average price of DKK 33531, with total transaction values of DKK 2,536,786 and DKK 1,192,026 respectively [3] - The accumulated transactions during this period amounted to 11,055 shares, with a total value of DKK 3,728,812 [3] - Over the entire programme, Netcompany repurchased 719,967 shares, totaling DKK 249,999,576 [3] Treasury Shares - Following the final transactions and the vesting of RSUs, Netcompany holds 2,946,658 treasury shares, representing 59% of the total share capital [4] Additional Information - For further details, Netcompany provided contact information for Thomas Johansen, CFO, and Frederikke Linde, Head of IR [5]

Core Viewpoint - Netcompany Group A/S has initiated a share buyback program of up to DKK 250 million and a maximum of 1,300,000 shares to adjust its capital structure and fulfill obligations related to share-based incentive programs [1][2]. Group 1: Share Buyback Program Details - The share buyback program is compliant with EU Market Abuse Regulation and will conclude no later than 24 January 2024 [2]. - Transactions under the share buyback program will be reported weekly through Nasdaq Copenhagen [2]. Group 2: Transaction Summary - From 12 December 2024 to 18 December 2024, a total of 73,234 shares were repurchased, with an accumulated transaction value of DKK 26,843,515 during this period [5]. - Overall, under the share buyback program, Netcompany has repurchased 473,696 shares, amounting to a total transaction value of DKK 166,311,543 [5]. - Following the recent transactions and vesting of RSUs, Netcompany holds a total of 2,702,605 treasury shares, representing 5.4% of the total share capital [3].

Business Combination - The Company entered into a business combination agreement with Vast Renewables Limited on February 14, 2023, which will result in the Company becoming a wholly owned subsidiary of Vast[132]. - At the closing of the business combination, Vast will issue 350,000 Vast Ordinary Shares to Nabors Lux and 1,500,000 Vast Ordinary Shares to the Sponsor as part of the agreement[138]. - The business combination agreement includes a condition that Vast must have cash and cash equivalents of at least $50.0 million at the closing, which has been waived[138]. - The business combination agreement allows for the automatic detachment of units into shares and warrants prior to the effective time[136]. - The Company has reviewed multiple opportunities for business combinations but has not finalized any other agreements at this time[131]. - The Company will not generate any operating revenues until the completion of its initial business combination[163]. - The Company has a mandatory liquidation requirement if a business combination is not consummated by November 19, 2023[168]. Financial Agreements - The Company has entered into subscription agreements for up to $10.0 million in senior convertible notes and up to $30.0 million in Vast Ordinary Shares at $10.20 per share[143][144]. - The Sponsor has the right to receive up to 3,900,000 additional Vast Ordinary Shares based on certain price targets during the Earnout Period[140]. - Vast entered into a subscription agreement with Capital Airport Group to purchase a minimum of $5.0 million and up to $10.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share[151]. - Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share under the Nabors Backstop Agreement[155]. Financial Performance - For the three months ended September 30, 2023, Vast reported a net income of $427,403, while for the nine months ended September 30, 2023, the net loss was $(907,677)[164]. - As of September 30, 2023, Vast had approximately $82,514 of cash in its operating account and a working capital deficit of approximately $4.9 million[166]. - The Company had a net income of $790,603 for the three months ended September 30, 2022, and $577,845 for the nine months ended September 30, 2022[165]. - As of September 30, 2023, 9,850,641 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity[178]. - As of December 31, 2022, 27,600,000 shares of Class A common stock were also classified as temporary equity[178]. Operational Agreements - The Company and Vast will collaborate on solar power generation projects under a joint development and license agreement[146]. - A services agreement has been established for Nabors Corporate to provide operational and technical services to Vast[145]. - The Company will enter into a Shareholder and Registration Rights Agreement at closing, requiring Vast to file a resale registration statement within 60 days[149]. - The holders of Founder Shares and Private Placement Warrants are entitled to registration rights under a registration rights agreement[171]. Capital Management - Nabors Lux and Greens Road deposited an aggregate of $2,760,000 into the Trust Account to extend the initial business combination deadline from February 18, 2023, to May 18, 2023[174]. - An additional deposit of $886,558 was made on May 17, 2023, to extend the deadline to August 18, 2023, with unsecured promissory notes issued totaling $886,558[174]. - Monthly extensions included deposits of $295,519 made on August 16, September 14, and October 13, 2023, with corresponding unsecured promissory notes issued[174]. - The amount invested by CAG pursuant to the Canberra Subscription may not ultimately be funded in full or at all, depending on additional capital raised by Vast prior to Closing[153]. Regulatory and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[181]. - The company is exempt from certain reporting requirements for a period of five years following its Initial Public Offering[182]. - Management does not believe that any recently issued accounting pronouncements will materially affect the financial statements[179]. - The company has made significant estimates and assumptions in preparing its financial statements, which could lead to actual results differing from those estimates[176]. - The company does not have any off-balance sheet arrangements or commitments as of September 30, 2023[180]. Underwriting and Discounts - The underwriters were entitled to an underwriting discount of approximately $5.5 million in the aggregate for the Initial Public Offering[173].

Financial Performance - For the three and six months ended June 30, 2023, the company reported a net loss of $35,677 and $1,335,080, respectively, with general and administrative expenses of $1,661,500 and $5,378,814[138]. - The company reported interest income of $2,044,603 and $5,092,141 for the three and six months ended June 30, 2023, respectively, which partially offset general and administrative expenses[138]. - The company has not generated any operating revenues since its inception and will not do so until the completion of its initial business combination[137]. Cash and Working Capital - As of June 30, 2023, the company had approximately $0.8 million in cash and a working capital deficit of approximately $4.4 million, compared to $0.5 million in cash and approximately $0.5 million in working capital as of December 31, 2022[140]. - As of June 30, 2023, the company had no outstanding amounts under any Working Capital Loan[142]. - The company believes it will have sufficient working capital to meet its needs through August 19, 2023, or December 19, 2023, if extended[142]. Business Combination - The company entered into a business combination agreement with Vast Solar Pty Ltd on February 14, 2023, which involves a merger where the company will become a wholly owned subsidiary of Vast[117]. - The business combination agreement includes provisions for the redemption of shares, with approximately 27,600,000 units from the initial public offering being subject to conversion into Class A common stock and warrants[121]. - The company’s stockholders approved an extension allowing the board to consummate an initial business combination up to seven times for an additional month each time, with a maximum extension to 25 months from the initial public offering[132]. - If a business combination is not consummated by the end of the Combination Period, a mandatory liquidation will occur[144]. Shareholder Actions - Approximately $186,932,568 was removed from the trust account to pay stockholders who redeemed their shares, resulting in a redemption price of approximately $10.53 per share[135]. - As of June 30, 2023, 9,850,641 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity[152]. - The underwriters received an underwriting discount of approximately $5.5 million for the Initial Public Offering[147]. Financing Activities - The company has entered into subscription agreements for up to $30.0 million of Vast Ordinary Shares at $10.20 per share as part of the PIPE Financing[127]. - An aggregate of $2,760,000 was deposited into the Trust Account to extend the business combination deadline to May 18, 2023[148]. - An additional $886,558 was deposited to extend the deadline to August 18, 2023[148]. Agreements and Collaborations - The company has established a joint development and license agreement with Nabors Energy Transition Ventures LLC to collaborate on solar power generation projects[129]. Liquidation and Adjustments - The company has not made any adjustments to asset or liability carrying amounts that might be necessary if liquidation occurs[144]. - The company has no off-balance sheet arrangements as of June 30, 2023[154]. Management Assessment - Management has concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[160].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $1.3 million, which included $3.7 million in general and administrative expenses and $629,627 in income taxes, partially offset by $3.0 million in interest income [127]. - As of March 31, 2023, the company had approximately $0.3 million in cash and a working capital deficit of approximately $3.2 million, compared to $0.5 million in cash and $0.5 million in working capital as of December 31, 2022 [128]. - The company reported no operating revenues since its Initial Public Offering, as activities have been limited to searching for a prospective business combination [126]. Business Combination - The company entered into a business combination agreement with Vast Solar Pty Ltd on February 14, 2023, which involves a merger where the company will become a wholly owned subsidiary of Vast [111]. - The business combination agreement includes provisions for the redemption of shares and the conversion of units into Class A common stock and warrants prior to the merger [115]. - The company has secured subscription agreements for up to $30.0 million in Vast Ordinary Shares at $10.20 per share as part of the PIPE Financing [120]. - Management believes it will have sufficient working capital to meet its needs through the consummation of an initial business combination or by August 19, 2023 [130]. - If a business combination is not completed by August 19, 2023, the company will face mandatory liquidation and potential dissolution [130]. Agreements and Collaborations - The company has a services agreement with Nabors Corporate Services, Inc. to provide operational and technical services to Vast [121]. - A joint development and license agreement has been established with Nabors Energy Transition Ventures LLC to collaborate on solar power generation projects [122]. Underwriting and Equity - Underwriters received an underwriting discount of $0.20 per unit, totaling approximately $5.5 million, including for the 3,600,000 Over-Allotment Units [133]. - As of December 31, 2022, deferred underwriting commissions of $0.35 per unit, amounting to approximately $9.7 million, are payable to underwriters [135]. - As of March 31, 2023, 27,600,000 shares of Class A common stock subject to possible redemption are classified as temporary equity, presented at redemption value [138]. Regulatory and Reporting - The company does not have any off-balance sheet arrangements or contractual obligations as of March 31, 2023 [140]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [141]. - The company is exempt from certain reporting requirements for a period of five years following its Initial Public Offering [143]. - Management does not anticipate that recently issued accounting pronouncements will materially affect the financial statements [139]. - The company has not provided quantitative and qualitative disclosures about market risk as it is classified as a smaller reporting company [144].

PART I [Item 1. Business](index=11&type=section&id=Item%201.%20Business) NETC is a blank check company focused on energy transition, recently agreeing to merge with Vast Solar, leveraging its sponsor's expertise [Company Overview and Formation](index=11&type=section&id=1.1%20Company%20Overview%20and%20Formation) NETC, a blank check company incorporated in March 2021, completed its IPO and a private placement in November 2021 - NETC is a **blank check company** incorporated on March 24, 2021, with no operating history or revenues[23](index=23&type=chunk) Initial Public Offering and Private Placement Proceeds | Event | Date | Gross Proceeds | | :-------------------------- | :----------- | :------------- | | Initial Public Offering (Units) | Nov 19, 2021 | $276.0 million | | Private Placement (Warrants) | Nov 19, 2021 | $13.7 million | [Proposed Business Combination with Vast Solar](index=11&type=section&id=1.2%20Proposed%20Business%20Combination%20with%20Vast%20Solar) NETC entered a Business Combination Agreement with Vast Solar in February 2023, involving a merger, security exchange, and earn-out - On February 14, 2023, NETC entered into a **Business Combination Agreement with Vast Solar Pty Ltd** for a merger where NETC will become a wholly-owned subsidiary of Vast[27](index=27&type=chunk) - The Business Combination involves the exchange of NETC's Class A common stock for Vast Ordinary Shares and the assumption of NETC's warrants, converting them into Vast Warrants[32](index=32&type=chunk) - An earn-out provision allows for the issuance of up to **2,799,999 additional Vast Ordinary Shares** to eligible Vast shareholders and up to **3,900,000 additional Vast Ordinary Shares** to the sponsor, contingent on share price targets and project milestones within a five-year period post-closing[34](index=34&type=chunk)[38](index=38&type=chunk) [Business Strategy and Acquisition Focus](index=19&type=section&id=1.3%20Business%20Strategy%20and%20Acquisition%20Focus) NETC's strategy is to acquire energy transition companies, leveraging Nabors' expertise and focusing on ESG factors - NETC's strategy focuses on the **"energy transition"** by identifying solutions, opportunities, companies, or technologies that facilitate the shift from fossil fuels to renewable energy sources and reduce GHG emissions[51](index=51&type=chunk) - Specific focus sectors include alternative energy (e.g., geothermal), energy storage, emissions reduction, carbon capture (CCUS), advanced combustion, autonomous/industrial mobility, and other industrial applications[52](index=52&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - The company leverages its sponsor, Nabors, for global market access, manufacturing proficiency, and expertise in developing and commercializing technologies, aiming for acquisition opportunities with strong growth prospects and sustainable competitive advantages[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) [Acquisition Process and Governance](index=25&type=section&id=1.4%20Acquisition%20Process%20and%20Governance) The acquisition process involves due diligence, with potential conflicts of interest due to management's external affiliations and part-time roles - The acquisition process involves thorough due diligence, including meetings with management, document reviews, and facility inspections, utilizing operational and capital allocation experience[69](index=69&type=chunk) - Potential conflicts of interest exist due to officers and directors allocating time to other businesses (e.g., Nabors) and having fiduciary/contractual obligations to other entities, though the company's charter renounces interest in opportunities not solely offered to them in their NETC capacity[71](index=71&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - NETC's status as an existing public company offers target businesses an alternative to traditional IPOs, providing access to public capital markets and potential for increased profile and management incentives[78](index=78&type=chunk)[79](index=79&type=chunk) [Financial Position and Business Combination Funding](index=28&type=section&id=1.5%20Financial%20Position%20and%20Business%20Combination%20Funding) As of December 31, 2022, NETC held $284.8 million in its trust account, planning to fund acquisitions via cash, stock, or debt Funds in Trust Account | Metric | Amount (as of Dec 31, 2022) | | :-------------------------------- | :-------------------- | | Funds in Trust Account | $284.8 million | - NETC plans to fund its initial business combination using cash from IPO proceeds, private placement warrants, capital stock, debt, or a combination, allowing flexibility in tailoring consideration to target business needs[86](index=86&type=chunk) - The company may need additional financing if the transaction requires more cash or if significant redemptions occur, potentially involving additional securities issuance or debt[89](index=89&type=chunk) [Shareholder Redemption and Liquidation Provisions](index=37&type=section&id=1.6%20Shareholder%20Redemption%20and%20Liquidation%20Provisions) Public stockholders have redemption rights upon business combination completion, subject to limitations, with mandatory liquidation if no deal is done within 21 months - Public stockholders can redeem their Class A common stock upon completion of the initial business combination for a cash price based on the trust account value, without reduction for deferred underwriting commissions[118](index=118&type=chunk) - Redemptions are subject to limitations, including preventing the Class A common stock from being considered "penny stock" (less than $5,000,001 in net tangible assets) and meeting minimum cash requirements in the business combination agreement[119](index=119&type=chunk) - If an initial business combination is not completed within the extended 21-month period, the company will cease operations, redeem public shares at a pro-rata portion of the trust account funds (less taxes and dissolution expenses), and liquidate, with warrants expiring without value[136](index=136&type=chunk) [Operational Aspects and Regulatory Compliance](index=51&type=section&id=1.7%20Operational%20Aspects%20and%20Regulatory%20Compliance) NETC faces intense competition, operates with a part-time management team, and benefits from reduced reporting as an emerging growth company - NETC faces intense competition from other blank check companies, private equity groups, and operating businesses for acquisition opportunities, potentially placing it at a competitive disadvantage due to limited financial resources and its capital structure[156](index=156&type=chunk) - The company operates with four officers who are not obligated to devote full-time to its affairs, with their time commitment varying based on the stage of the business combination process[157](index=157&type=chunk) - As an "emerging growth company" under the JOBS Act, NETC is eligible for exemptions from certain reporting requirements, such as auditor attestation for Section 404 of Sarbanes-Oxley and reduced executive compensation disclosures, and has elected to delay adoption of new accounting standards[81](index=81&type=chunk)[82](index=82&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) Significant risks include the Vast business combination, acquisition challenges, securities-related issues, and conflicts of interest with sponsor and management - Significant risks include the potential inability to complete the proposed Business Combination with Vast, the Convertible Financing, or the PIPE Financing in a timely manner or at all, due to conditions like stockholder approvals or minimum cash requirements[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) - As a blank check company with no operating history or revenues, investors lack a basis to evaluate NETC's ability to achieve its business objective, and past performance of the management team or Nabors is not indicative of future success[172](index=172&type=chunk)[173](index=173&type=chunk) - Risks related to NETC's securities include potential delisting from NYSE, limited investor protections compared to other blank check companies, and the possibility of warrants expiring worthless if no business combination is completed[272](index=272&type=chunk)[279](index=279&type=chunk)[184](index=184&type=chunk) - Conflicts of interest may arise from officers and directors allocating time to other businesses (e.g., Nabors) and their significant economic interest in NETC's founder shares, potentially influencing business combination decisions[176](index=176&type=chunk)[344](index=344&type=chunk)[349](index=349&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk) [Risks Related to the Proposed Business Combination and Vast](index=53&type=section&id=1A.1%20Risks%20Related%20to%20the%20Proposed%20Business%20Combination%20and%20Vast) Risks include uncertainty in completing the Vast Business Combination, Convertible Financing, or PIPE Financing due to unmet conditions - The Business Combination, Convertible Financing, and PIPE Financing with Vast are subject to conditions, including required stockholder/shareholder approvals and minimum available cash, which may not be satisfied, leading to potential failure or delay[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) [Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks](index=55&type=section&id=1A.2%20Risks%20Relating%20to%20Our%20Search%20for,%20Consummation%20of,%20or%20Inability%20to%20Consummate,%20a%20Business%20Combination%20and%20Post-Business%20Combination%20Risks) Risks include NETC's blank check nature, reliance on management, challenges in timely business combination, competition, and high redemption rates - As a blank check company with no operating history or revenues, there is no basis to evaluate NETC's ability to achieve its business objective, and past performance of the management team or Nabors is not indicative of future success[172](index=172&type=chunk)[173](index=173&type=chunk) - The requirement to complete a business combination within a prescribed timeframe (up to 21 months) may give target businesses leverage and limit due diligence time, potentially leading to unfavorable terms or inability to complete a deal[183](index=183&type=chunk)[184](index=184&type=chunk) - High redemption rates by public stockholders could make NETC's financial condition unattractive to targets, hinder meeting closing conditions (e.g., minimum cash of **$50 million** for Vast deal), or force restructuring/abandonment of desirable combinations[179](index=179&type=chunk)[180](index=180&type=chunk)[182](index=182&type=chunk) - Increased competition among SPACs for attractive targets may raise acquisition costs or make it difficult to find and consummate an initial business combination[186](index=186&type=chunk)[187](index=187&type=chunk) [Risks Relating to Our Securities](index=91&type=section&id=1A.3%20Risks%20Relating%20to%20Our%20Securities) Risks include limited stockholder rights, potential NYSE delisting, worthless warrants, high exercise price, adverse warrant amendments, and uncertain tax consequences - Public stockholders have rights to funds from the trust account only under limited circumstances (redemption upon business combination, charter amendment, or liquidation), forcing them to sell shares/warrants to liquidate investment, potentially at a loss[270](index=270&type=chunk)[271](index=271&type=chunk) - There is a risk of delisting from the NYSE if NETC fails to meet listing requirements, which could limit trading, reduce liquidity, and potentially classify Class A common stock as "penny stock"[272](index=272&type=chunk)[273](index=273&type=chunk) - The exercise price of public warrants (**$11.50 per share**) is higher than some other blank check companies, making them more likely to expire without value; terms of warrants can be amended adversely with **50% holder approval**[307](index=307&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk) - An investment in NETC securities may result in uncertain or adverse U.S. federal income tax consequences, including issues with basis allocation for units, cashless warrant exercise, and holding period for Class A common stock[328](index=328&type=chunk) - The company may be subject to a new **1% U.S. federal excise tax** on stock repurchases (including redemptions) after December 31, 2022, which could reduce cash available for distribution in a subsequent liquidation[332](index=332&type=chunk)[335](index=335&type=chunk) [Risks Relating to Our Sponsor and Management Team](index=113&type=section&id=1A.4%20Risks%20Relating%20to%20Our%20Sponsor%20and%20Management%20Team) Risks arise from reliance on officers and directors, potential conflicts of interest due to external affiliations, and significant sponsor economic incentives - NETC is dependent on its officers and directors, whose loss could adversely affect operations; they are not full-time, leading to potential conflicts in allocating time to NETC versus other businesses, including Nabors[336](index=336&type=chunk)[344](index=344&type=chunk) - Conflicts of interest may arise from officers and directors having fiduciary/contractual obligations to other entities (e.g., Nabors) and their significant economic interest in founder shares (purchased at **~$0.004/share**), potentially influencing business combination decisions[345](index=345&type=chunk)[346](index=346&type=chunk)[349](index=349&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk) - The sponsor and initial stockholders control the election of directors until the business combination and hold a substantial interest (**20% of common stock, 71% of voting power** post-combination), allowing them to exert significant influence on corporate actions[360](index=360&type=chunk)[302](index=302&type=chunk) [General Risk Factors](index=121&type=section&id=1A.5%20General%20Risk%20Factors) General risks include dilution, emerging growth company status affecting comparability, Sarbanes-Oxley compliance, anti-takeover provisions, and cyber incidents - Issuance of additional common or preferred stock, or conversion of Class B common stock, could significantly dilute existing equity interests, subordinate common stock rights, and affect market prices[365](index=365&type=chunk)[368](index=368&type=chunk) - As an "emerging growth company," NETC benefits from exemptions but may be less attractive to some investors, leading to less active trading and more volatile prices, and its financial statements may not be comparable to non-emerging growth companies[366](index=366&type=chunk)[367](index=367&type=chunk) - Compliance with Sarbanes-Oxley Act, especially for a target business, may increase time and costs for acquisition; provisions in the certificate of incorporation may inhibit takeovers and discourage lawsuits against directors and officers[370](index=370&type=chunk)[371](index=371&type=chunk)[372](index=372&type=chunk) [Item 1B. Unresolved Staff Comments](index=126&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This item confirms the absence of unresolved staff comments from the SEC - Not applicable, indicating no unresolved staff comments[374](index=374&type=chunk) [Item 2. Properties](index=127&type=section&id=Item%202.%20Properties) NETC's executive offices are in Houston, TX, with monthly reimbursement of $15,000 to the sponsor for space and support - Executive offices are located at 515 West Greens Road, Suite 1200, Houston, TX 77067[375](index=375&type=chunk) - The company reimburses its sponsor or an affiliate **$15,000 per month** for office space, utilities, and administrative support[375](index=375&type=chunk) [Item 3. Legal Proceedings](index=127&type=section&id=Item%203.%20Legal%20Proceedings) No material legal, arbitration, or governmental proceedings are currently pending against NETC or its management - No material litigation, arbitration, or governmental proceedings are currently pending against NETC or its management[376](index=376&type=chunk) [Item 4. Mine Safety Disclosure](index=127&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This item is not applicable to NETC - Not applicable[377](index=377&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=127&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) NETC's securities trade on NYSE, with specific holder counts; no dividends paid or planned before a business combination; recent unregistered sales occurred - NETC's Units (NETC.U), Class A common stock (NETC), and Warrants (NETC.WS) began trading on the NYSE in November 2021 and January 2022, respectively[379](index=379&type=chunk) - As of March 22, 2023, there was **one holder of record** for Units and Class A common stock, **four** for Class B common stock, **one** for Warrants, and **sixteen** for private placement warrants[380](index=380&type=chunk) - The company has not paid cash dividends and does not intend to prior to a business combination; future dividend payments are at the discretion of the board and may be limited by debt covenants[381](index=381&type=chunk) [Market and Holder Information](index=127&type=section&id=5.1%20Market%20and%20Holder%20Information) NETC's units, Class A common stock, and warrants are listed and traded on the NYSE, with separate trading beginning in late 2021 and early 2022 - Units (NETC.U) began trading on NYSE on November 17, 2021[379](index=379&type=chunk) - Class A common stock (NETC) and Warrants (NETC.WS) began separate trading on NYSE on January 7, 2022[379](index=379&type=chunk) Holders of Record | Security Type | Holders of Record (as of March 22, 2023) | | :---------------------- | :--------------------------------------- | | Units | 1 | | Class A Ordinary Shares | 1 | | Class B Ordinary Shares | 4 | | Warrants | 1 | | Private Placement Warrants | 16 | [Dividends and Equity Compensation Plans](index=127&type=section&id=5.2%20Dividends%20and%20Equity%20Compensation%20Plans) NETC has not paid dividends and does not plan to before a business combination; future dividends depend on post-combination performance; no equity compensation plans exist - No cash dividends have been paid to date, and none are intended prior to the completion of a business combination[381](index=381&type=chunk) - The payment of future cash dividends is at the discretion of the board of directors and will depend on revenues, earnings, capital requirements, and financial conditions post-business combination[381](index=381&type=chunk) - No securities are authorized for issuance under equity compensation plans[382](index=382&type=chunk) [Recent Securities Sales and Use of Proceeds](index=127&type=section&id=5.3%20Recent%20Securities%20Sales%20and%20Use%20of%20Proceeds) NETC issued founder shares, sold private placement warrants, raised $276.0 million in IPO, and extended its combination period via a $2.76 million loan - **6,900,000 founder shares** were issued to the sponsor and independent directors for a nominal aggregate price of **$25,000** (initially 8,625,000 shares, with 1,900,000 surrendered by sponsor and 175,000 issued to independent directors)[383](index=383&type=chunk)[384](index=384&type=chunk) IPO and Private Placement Proceeds | Event | Gross Proceeds | Funds in Trust Account | | :-------------------------- | :------------- | :--------------------- | | Initial Public Offering | $276.0 million | $281.5 million | | Private Placement Warrants | $13.7 million | | - On February 16, 2023, the company extended its business combination period by three months, funded by an aggregate **$2,760,000 unsecured promissory note** from Nabors Lux and Greens Road Energy LLC (affiliates of the Sponsor)[387](index=387&type=chunk) [Item 6. [Reserved]](index=129&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - This item is reserved and contains no information[391](index=391&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=129&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section reviews NETC's financial condition and operations, noting no operating revenues, a $1.3 million net income in 2022, and $0.5 million cash - NETC is a blank check company with no operating revenues, its activities limited to IPO preparation and searching for a business combination[393](index=393&type=chunk)[399](index=399&type=chunk) Statement of Operations Summary | Metric | Year Ended Dec 31, 2022 | Period from Mar 24, 2021 (inception) to Dec 31, 2021 | | :----------------------------------- | :---------------------- | :--------------------------------------------------- | | Net Income (Loss) | $1.3 million | $(0.3) million | | General & Administrative Expenses | $2.0 million | $0.3 million | | Interest Income (Trust Investments) | $4.1 million | $3,211 | | Income Taxes | $0.8 million | $0 | Cash and Working Capital | Metric | As of Dec 31, 2022 | As of Dec 31, 2021 | | :-------------------- | :----------------- | :----------------- | | Cash | $0.5 million | $2.5 million | | Working Capital | $0.5 million | $1.7 million | [Overview and Business Combination Context](index=131&type=section&id=7.1%20Overview%20and%20Business%20Combination%20Context) NETC, an emerging growth blank check company, raised $276.0 million in its 2021 IPO, with funds in trust for a business combination - NETC is a blank check company formed to effect a business combination, and is an "emerging growth company" under the JOBS Act[393](index=393&type=chunk) Initial Public Offering and Private Placement Proceeds | Event | Date | Gross Proceeds | Funds in Trust Account | | :-------------------------- | :----------- | :------------- | :--------------------- | | Initial Public Offering | Nov 19, 2021 | $276.0 million | $281.5 million | | Private Placement | Nov 19, 2021 | $13.7 million | | - The company's initial business combination must have a fair market value of at least **80%** of the net assets held in the trust account[461](index=461&type=chunk) [Results of Operations](index=131&type=section&id=7.2%20Results%20of%20Operations) NETC reported no operating revenues, with a 2022 net income of $1.3 million from trust interest, offset by expenses and taxes - The company has not generated any operating revenues since inception, with activity limited to searching for a business combination[399](index=399&type=chunk) Statement of Operations Summary | Metric | Year Ended Dec 31, 2022 | Period from Mar 24, 2021 (inception) to Dec 31, 2021 | | :----------------------------------- | :---------------------- | :--------------------------------------------------- | | Net Income (Loss) | $1,297,593 | $(248,154) | | General & Administrative Expenses | $1,963,012 | $251,365 | | Interest Income (Trust Investments) | $4,073,078 | $3,211 | | Income Taxes | $812,473 | $0 | [Liquidity and Capital Resources](index=131&type=section&id=7.3%20Liquidity%20and%20Capital%20Resources) As of December 31, 2022, NETC had $0.5 million in cash; liquidity is sufficient until August 2023, but liquidation thereafter raises going concern doubts Cash and Working Capital | Metric | As of Dec 31, 2022 | As of Dec 31, 2021 | | :-------------------- | :----------------- | :----------------- | | Cash | $0.5 million | $2.5 million | | Working Capital | $0.5 million | $1.7 million | - Liquidity needs were satisfied by proceeds from the Private Placement not held in the Trust Account[402](index=402&type=chunk) - Management believes sufficient working capital exists until August 19, 2023, the business combination deadline, but mandatory liquidation thereafter raises substantial doubt about the company's ability to continue as a going concern[403](index=403&type=chunk)[475](index=475&type=chunk) [Related Party Transactions](index=133&type=section&id=7.4%20Related%20Party%20Transactions) Related party transactions include founder shares, private placement warrants, sponsor loans for working capital and extensions, and administrative support fees - Founder shares (**6,900,000 outstanding**) were issued to the sponsor and independent directors for a nominal price[404](index=404&type=chunk)[500](index=500&type=chunk) - **13,730,000 private placement warrants** were sold to the sponsor's owners and independent directors for **$1.00 each**, generating **$13.7 million**[405](index=405&type=chunk)[497](index=497&type=chunk) - The company received a **$300,000 promissory note** from a sponsor affiliate (repaid) and may receive "Working Capital Loans" from sponsor affiliates or officers/directors, convertible into warrants; as of Dec 31, 2022, **$135,000** was owed to an affiliate for administrative support[406](index=406&type=chunk)[407](index=407&type=chunk)[408](index=408&type=chunk)[502](index=502&type=chunk)[503](index=503&type=chunk)[504](index=504&type=chunk) - An administrative support agreement with a sponsor affiliate provides for reimbursement of **$15,000 per month** for office space, utilities, and secretarial/administrative support[410](index=410&type=chunk)[505](index=505&type=chunk) - On February 16, 2023, the company extended its business combination period by three months via a **$2,760,000 unsecured promissory note** from sponsor affiliates, convertible into warrants at the sponsor's option if a business combination is consummated[423](index=423&type=chunk)[424](index=424&type=chunk)[537](index=537&type=chunk)[538](index=538&type=chunk) [Contractual Obligations](index=139&type=section&id=7.5%20Contractual%20Obligations) Contractual obligations include registration rights for shares and warrants, plus $9.7 million in deferred underwriting commissions payable upon business combination - Holders of founder shares, private placement warrants, and warrants from working capital/extension loans are entitled to registration rights, with the company bearing filing expenses[425](index=425&type=chunk)[508](index=508&type=chunk) Deferred Underwriting Commissions | Obligation | Amount | Condition for Payment | | :-------------------------- | :------------- | :-------------------- | | Deferred Underwriting Commissions | $9.7 million | Completion of initial Business Combination | [Critical Accounting Policies and JOBS Act](index=139&type=section&id=7.6%20Critical%20Accounting%20Policies%20and%20JOBS%20Act) Critical accounting policies involve estimates for redeemable Class A common stock; as an emerging growth company, NETC delays new accounting standards and has reduced reporting - Preparation of financial statements requires significant management judgment and estimates, with actual results potentially differing from estimates[428](index=428&type=chunk)[429](index=429&type=chunk)[476](index=476&type=chunk)[477](index=477&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity due to redemption rights being outside the company's control or subject to uncertain future events[431](index=431&type=chunk)[485](index=485&type=chunk) - As an "emerging growth company" under the JOBS Act, NETC has elected to delay the adoption of new or revised accounting standards, which may make its financial statements less comparable to other public companies[434](index=434&type=chunk)[472](index=472&type=chunk)[473](index=473&type=chunk)[474](index=474&type=chunk) - NETC benefits from reduced reporting requirements as an emerging growth company, including exemptions from auditor attestation for internal controls and certain executive compensation disclosures[435](index=435&type=chunk)[471](index=471&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=141&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, NETC is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, NETC is exempt from providing quantitative and qualitative disclosures about market risk[436](index=436&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=143&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited financial statements and auditor's report, highlighting a going concern uncertainty due to mandatory liquidation if no business combination by August 2023 - The section includes audited financial statements for the year ended December 31, 2022, and the period from March 24, 2021 (inception) to December 31, 2021[439](index=439&type=chunk) - The independent auditor's report raises **"substantial doubt about the Company's ability to continue as a going concern"** due to the mandatory liquidation if a business combination is not completed by August 19, 2023[440](index=440&type=chunk)[475](index=475&type=chunk) [Independent Auditor's Report](index=144&type=section&id=8.1%20Independent%20Auditor's%20Report) The independent auditor issued an unqualified opinion but noted a going concern uncertainty due to mandatory liquidation if no business combination by August 2023 - Ham, Langston & Brezina, LLP issued an unqualified opinion on the financial statements for the periods ended December 31, 2022, and 2021[439](index=439&type=chunk) - The report highlights a **"going concern" issue**, noting substantial doubt about the company's ability to continue if a business combination is not completed by August 19, 2023, leading to mandatory liquidation[440](index=440&type=chunk) [Consolidated Financial Statements](index=146&type=section&id=8.2%20Consolidated%20Financial%20Statements) This sub-section presents the Balance Sheets, Statements of Operations, Changes in Stockholders' Equity, and Statements of Cash Flows Balance Sheet Summary | Balance Sheet Item | Dec 31, 2022 | Dec 31, 2021 | | :-------------------------------- | :----------- | :----------- | | Cash | $468,461 | $2,505,395 | | Investments held in Trust | $284,840,707 | $281,523,211 | | Total Assets | $285,684,168 | $284,028,606 | | Total Liabilities | $11,463,658 | $11,105,689 | | Class A common stock subject to redemption | $284,477,945 | $281,520,000 | | Total Stockholders' Deficit | $(10,257,435) | $(8,597,083) | Statement of Operations Summary | Statement of Operations Item | Year Ended Dec 31, 2022 | Period from Mar 24, 2021 (inception) to Dec 31, 2021 | | :----------------------------------- | :---------------------- | :--------------------------------------------------- | | General and administrative expenses | $1,963,012 | $251,365 | | Interest income earned on investments held in trust | $4,073,078 | $3,211 | | Net income (loss) | $1,297,593 | $(248,154) | | Basic and diluted net income per redeemable common share | $0.04 | $2.95 | | Basic and diluted net income (loss) per non-redeemable common share | $0.04 | $(1.96) | Statement of Cash Flows Summary | Cash Flow Item | Year Ended Dec 31, 2022 | Period from Mar 24, 2021 (inception) to Dec 31, 2021 | | :----------------------------------- | :---------------------- | :--------------------------------------------------- | | Net cash (used by) provided by operating activities | $(2,792,516) | $3,211 | | Net cash provided by (used in) investing activities | $755,582 | $(281,523,211) | | Net cash provided by financing activities | $0 | $284,025,395 | | Net (decrease) increase in cash | $(2,036,934) | $2,505,395 | | Cash - end of the period | $468,461 | $2,505,395 | [Notes to Financial Statements](index=150&type=section&id=8.3%20Notes%20to%20Financial%20Statements) Notes detail NETC's organization, accounting policies, IPO, private placement, related party transactions, and subsequent events including the Vast Solar combination - NETC is a blank check company formed for a business combination, with its IPO in November 2021 raising **$276.0 million** and placing **$281.5 million** in a trust account[456](index=456&type=chunk)[458](index=458&type=chunk)[460](index=460&type=chunk) - The company's ability to continue as a going concern is uncertain due to mandatory liquidation if a business combination is not completed by August 19, 2023[475](index=475&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity, and all warrants have met criteria for equity treatment[485](index=485&type=chunk)[486](index=486&type=chunk) - Related party transactions include founder shares, private placement warrants, and administrative support fees of **$15,000 per month** to a sponsor affiliate[500](index=500&type=chunk)[504](index=504&type=chunk)[505](index=505&type=chunk) - Subsequent events include the waiver of deferred underwriting fees by Citi Bank and Wells Fargo, the Business Combination Agreement with Vast Solar on February 14, 2023, and a three-month extension of the business combination period via a **$2,760,000 promissory note** from sponsor affiliates on February 16, 2023[534](index=534&type=chunk)[535](index=535&type=chunk)[537](index=537&type=chunk) [Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure](index=175&type=section&id=Item%209.%20Change%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure[542](index=542&type=chunk) [Item 9A. Controls and Procedures](index=175&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of December 31, 2022, management concluded that disclosure controls and internal control over financial reporting were effective, with no material changes - As of December 31, 2022, the CEO and CFO concluded that disclosure controls and procedures were effective[544](index=544&type=chunk) - Management assessed and concluded that internal control over financial reporting was effective as of December 31, 2022, based on the COSO framework[547](index=547&type=chunk) - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[548](index=548&type=chunk) [Item 9B. Other Information](index=177&type=section&id=Item%209B.%20Other%20Information) This item states that there is no other information to report - None[550](index=550&type=chunk) [Item 9C. Disclosure regarding Foreign Jurisdictions that Prevent Inspections](index=177&type=section&id=Item%209C.%20Disclosure%20regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to NETC - Not applicable[551](index=551&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=177&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) This section details NETC's leadership, board committees, and potential conflicts of interest due to affiliations with Nabors and other entities - The board of directors consists of **five members**, and there are **four executive officers**, including Anthony G. Petrello (President, CEO, Secretary, Chairman) and William J. Restrepo (CFO)[553](index=553&type=chunk) - Directors and officers possess extensive experience in the energy sector, finance, and technology, with many holding leadership roles at Nabors Industries Ltd. and other energy-related companies[553](index=553&type=chunk)[554](index=554&type=chunk)[555](index=555&type=chunk)[556](index=556&type=chunk)[558](index=558&type=chunk)[560](index=560&type=chunk)[561](index=561&type=chunk)[562](index=562&type=chunk)[563](index=563&type=chunk)[566](index=566&type=chunk)[567](index=567&type=chunk)[568](index=568&type=chunk)[569](index=569&type=chunk) - The board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors (Mmes. Dreyfus, Calhoun, Roberts)[575](index=575&type=chunk)[576](index=576&type=chunk)[580](index=580&type=chunk)[583](index=583&type=chunk) [Board of Directors and Executive Officers](index=177&type=section&id=10.1%20Board%20of%20Directors%20and%20Executive%20Officers) NETC's leadership includes key executives and directors, with a staggered board where founder shareholders elect directors before a business combination Board of Directors and Executive Officers | Name | Age | Position | | :------------------ | :-- | :------------------------------------------------ | | Anthony G. Petrello | 68 | President, Chief Executive Officer, Secretary and Chairman | | William J. Restrepo | 63 | Chief Financial Officer | | Guillermo Sierra | 38 | Vice President-Energy Transition | | Siggi Meissner | 70 | President, Engineering and Technology | | John Yearwood | 63 | Director | | Maria Jelescu Dreyfus | 43 | Director | | Colleen Calhoun | 56 | Director | | Jennifer Gill Roberts | 60 | Director | - The board of directors is divided into three classes with staggered three-year terms, and holders of Class F common stock (initial stockholders) have the right to elect all directors prior to the initial business combination[570](index=570&type=chunk)[571](index=571&type=chunk) [Board Committees and Governance](index=183&type=section&id=10.2%20Board%20Committees%20and%20Governance) The board has Audit, Compensation, and Nominating and Corporate Governance committees, all composed of independent directors overseeing key governance functions - The board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors (Mmes. Dreyfus, Calhoun, Roberts)[575](index=575&type=chunk)[576](index=576&type=chunk)[580](index=580&type=chunk)[583](index=583&type=chunk) - Ms. Dreyfus chairs the Audit Committee and qualifies as an **"audit committee financial expert"**[577](index=577&type=chunk) - The company has adopted a Code of Ethics applicable to directors, officers, and employees, and corporate governance guidelines in accordance with NYSE rules[590](index=590&type=chunk)[591](index=591&type=chunk) [Conflicts of Interest](index=187&type=section&id=10.3%20Conflicts%20of%20Interest) Potential conflicts of interest arise from officers' and directors' affiliations with Nabors and other entities, with the charter renouncing certain corporate opportunities - Nabors and its affiliates may compete with NETC for acquisition opportunities, and investment ideas suitable for both may be directed to Nabors first[592](index=592&type=chunk)[595](index=595&type=chunk) - Officers and directors have fiduciary or contractual obligations to other entities (e.g., Nabors), potentially creating conflicts in allocating time and presenting business opportunities[596](index=596&type=chunk) - The company's amended and restated certificate of incorporation renounces interest in corporate opportunities offered to directors or officers unless expressly offered solely in their NETC capacity and suitable for the company[598](index=598&type=chunk) - A table summarizes the various entities to which officers and directors have fiduciary duties or contractual obligations, highlighting potential conflicts[607](index=607&type=chunk) [Indemnification and Reporting](index=193&type=section&id=10.4%20Indemnification%20and%20Reporting) NETC indemnifies officers and directors to the fullest extent of Delaware law, and all Section 16(a) reporting requirements were met for 2022 - Officers and directors are indemnified to the fullest extent by Delaware law, and directors are not personally liable for monetary damages for fiduciary duty breaches, with specific exceptions[608](index=608&type=chunk)[609](index=609&type=chunk) - Officers and directors have waived rights to monies in the trust account and will not seek recourse against it for any reason[612](index=612&type=chunk) - All Section 16(a) reporting requirements for directors, certain officers, and **10% beneficial owners** were complied with for the fiscal year ended December 31, 2022[615](index=615&type=chunk) [Item 11. Executive Compensation](index=195&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to officers or directors; the company reimburses $15,000 monthly for administrative support and covers expenses; post-combination fees are possible - No cash compensation has been paid to officers or directors for services rendered to NETC[616](index=616&type=chunk) - The company reimburses its sponsor or an affiliate **$15,000 per month** for office space, utilities, and administrative support, and covers out-of-pocket expenses for business combination activities[616](index=616&type=chunk)[603](index=603&type=chunk) - After the business combination, directors or management may receive consulting or management fees, with amounts determined by the compensation committee or independent directors[619](index=619&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Party Shareholder Matters](index=197&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Party%20Shareholder%20Matters) This section details beneficial ownership of NETC's common stock as of March 22, 2023, with the sponsor and Anthony G. Petrello holding 19.5% Beneficial Ownership of Common Stock | Name of Beneficial Owner | Number of Shares Beneficially Owned (as of Mar 22, 2023) | Approximate % Outstanding Common Stock | | :----------------------------------- | :------------------------------------------------------- | :------------------------------------- | | Nabors Energy Transition Sponsor LLC | 6,725,000 | 19.5% | | Saba Capital Management, L.P. | 2,245,367 | 6.5% | | Anthony G. Petrello | 6,725,000 | 19.5% | | All executive officers and directors as a group (8 individuals) | 6,901,500 | 20.0% | - Nabors Energy Transition Sponsor LLC and Anthony G. Petrello are significant beneficial owners, with their interests primarily in founder shares (Class F common stock) convertible into Class B common stock[626](index=626&type=chunk)[628](index=628&type=chunk) [Item 13. Certain Relationships and Related Transactions and Director Independence](index=199&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) This section details related party transactions, including founder shares, private placement warrants, and sponsor loans, and confirms the independence of certain directors - Related party transactions include the issuance of **6,900,000 founder shares** to the sponsor and independent directors, and the sale of **13,730,000 private placement warrants** to sponsor owners and independent directors[626](index=626&type=chunk)[627](index=627&type=chunk) - The company has received loans from sponsor affiliates for working capital and administrative support, including a **$300,000 promissory note** (repaid) and current obligations of **$135,213** as of December 31, 2022[628](index=628&type=chunk)[629](index=629&type=chunk)[630](index=630&type=chunk) - An administrative support agreement requires reimbursement of **$15,000 per month** to the sponsor or an affiliate for office space and administrative services[631](index=631&type=chunk) - The board has determined that Mmes. Dreyfus, Calhoun, and Roberts are **"independent directors"** as per NYSE listing standards, despite NETC's status as a "controlled company" which exempts it from certain independence requirements[634](index=634&type=chunk)[635](index=635&type=chunk) [Related Party Transactions](index=199&type=section&id=13.1%20Related%20Party%20Transactions) This sub-section details financial and equity relationships with related parties, including founder shares, private placement warrants, and sponsor loans - Founder shares (**6,900,000 outstanding**) were issued to the sponsor and independent directors for a nominal price[626](index=626&type=chunk) - **13,730,000 private placement warrants** were sold to the sponsor's owners and independent directors for **$1.00 each**, generating **$13.7 million**[627](index=627&type=chunk) - The company has an administrative support agreement to reimburse the sponsor or an affiliate **$15,000 per month** for office space and administrative services[631](index=631&type=chunk) - Loans from sponsor affiliates include a **$300,000 promissory note** (repaid) and working capital loans, with **$135,213** owed as of December 31, 2022[628](index=628&type=chunk)[629](index=629&type=chunk)[630](index=630&type=chunk) [Director Independence](index=201&type=section&id=13.2%20Director%20Independence) While exempt as a "controlled company," NETC's board has determined Mmes. Dreyfus, Calhoun, and Roberts are independent directors - The NYSE requires a majority of independent directors, but NETC is exempt as a **"controlled company"**[634](index=634&type=chunk) - Mmes. Dreyfus, Calhoun, and Roberts are determined to be **"independent directors"** under NYSE listing standards and applicable SEC rules[634](index=634&type=chunk) [Item 14. Principal Accountant Fees and Services](index=203&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details audit fees paid to HL&B for 2022 ($56.8 thousand) and 2021 ($74.3 thousand), with the audit committee pre-approving all services Principal Accountant Fees | Fee Type | Year Ended Dec 31, 2022 | Period from Mar 24, 2021 (inception) to Dec 31, 2021 | | :-------------------- | :---------------------- | :--------------------------------------------------- | | Audit Fees | $56.8 thousand | $74.3 thousand | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The audit committee is responsible for appointing, setting compensation, overseeing, and pre-approving all audit and permitted non-audit services provided by the independent registered public accounting firm[641](index=641&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=203&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed with the Form 10-K, including the Business Combination Agreement and certifications - The section includes a comprehensive list of exhibits and financial statement schedules filed with the Annual Report on Form 10-K[643](index=643&type=chunk) - Key exhibits include the Business Combination Agreement with Vast Solar, Amended & Restated Certificate of Incorporation, Private and Public Warrant Agreements, and various related party agreements[645](index=645&type=chunk)[646](index=646&type=chunk)[647](index=647&type=chunk)[648](index=648&type=chunk) - Certifications required by Rule 13a-14(a)/15d-14(a) and Section 1350 of Title 18 of the United States Code from the CEO and CFO are also filed[648](index=648&type=chunk)

Table of Contents i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number: 001-41073 NABORS ENERGY TRANSITION CORP. (Exact name of registrant as specified in its charter) Delaware ...

Financial Performance - For the three months ended June 30, 2022, the company reported a net income of $18,705, while for the six months ended June 30, 2022, it recorded a net loss of $(212,758) due to general and administrative expenses of $371,290 and $628,044 respectively [90]. - The company incurred interest income of $389,995 and $415,286 for the three and six months ended June 30, 2022, respectively, which partially offset its expenses [90]. Cash and Working Capital - As of June 30, 2022, the company had approximately $0.7 million in cash and working capital of approximately $1.0 million, a decrease from $2.5 million in cash and $1.7 million in working capital as of December 31, 2021 [93]. - Management believes it will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an initial business combination or one year from the filing date [95]. Business Operations - The company has not generated any operating revenues since its Initial Public Offering and will not do so until the completion of its initial business combination [89]. - The company has reviewed several opportunities for a business combination but has not yet determined if it will complete any such transaction [88]. Equity and Underwriting - As of June 30, 2022, the company had 27,600,000 shares of Class A common stock subject to possible redemption, classified as temporary equity [103]. - The underwriters of the Initial Public Offering were entitled to an aggregate underwriting discount of approximately $5.5 million and deferred underwriting commissions of approximately $9.7 million, contingent upon the completion of an initial business combination [99]. Off-Balance Sheet Arrangements - The company has not had any off-balance sheet arrangements or commitments as of June 30, 2022 [105]. COVID-19 Impact - Management continues to evaluate the impact of the COVID-19 pandemic, but the specific impact remains undetermined as of the date of the financial statements [96].