Core Insights - Vast Renewables has secured new funding and launched a capital raise to support its Port Augusta Green Energy Hub and international project pipeline [1][2] - The company has achieved significant milestones for its flagship project, Vast Solar 1 (VS1), including environmental approvals and grid connection progress [1][4] Funding and Investment - Vast has entered into a termsheet for US$3.5 million of convertible notes from Nabors Industries and Canberra Airport Group, expected to close by the end of August [2] - A capital raise targeting institutional and strategic investors has been launched, with Rennie Advisory appointed to lead the process [3] Project Development - The Port Augusta Green Energy Hub will deliver clean, dispatchable energy and support decarbonization efforts [4] - Significant milestones for the Hub include: - VS1: A 30MW concentrated solar thermal plant with 8 hours of storage, secured up to A$290 million in conditional Australian Government support, including a A$180 million ARENA grant [5] - 140MW / 2-hour lithium-ion battery project developed in partnership with 1414 Degrees, also on track for construction [5] - South Australian Solar Fuels (SASF): A green fuels demonstration facility for low-carbon hydrogen-derived fuels, with A$700,000 in funding from the Australia-Singapore Low Emissions Technologies initiative [5]

Group 1 - Vast Data is seeking to implement a new round of financing at a valuation of $25 billion [1] - The company aims to leverage this funding to expand its operations and enhance its product offerings [1] - This financing round reflects the growing interest and investment in data storage and management solutions [1] Group 2 - The valuation indicates a significant increase in the company's market position compared to previous funding rounds [1] - The move is part of a broader trend in the tech industry, where companies are increasingly focusing on scalable data solutions [1] - Investors are showing confidence in the potential for growth in the data management sector, driven by rising data volumes and the need for efficient storage solutions [1]

Core Viewpoint - Vast Renewables Limited has announced its intention to voluntarily delist its ordinary shares and public warrants from Nasdaq as part of a broader strategy to simplify its corporate structure and reduce regulatory costs, aiming to better position itself for long-term success [1][2]. Group 1: Delisting and Deregistration - Vast plans to file a Form 25 with the U.S. SEC to delist its ordinary shares and public warrants around May 15, 2025, with the delisting expected to take effect ten days later, marking May 23, 2025, as the last trading day on Nasdaq [2]. - Following the delisting, Vast's ordinary shares and public warrants will begin trading in the over-the-counter (OTC) marketplace, and the company intends to file a Form 15 to deregister its securities and suspend SEC reporting obligations [2]. Group 2: Strategic Focus and Leadership Changes - The company is prioritizing financial closure for its 30MW Port Augusta utility-scale clean energy project, Vast Solar 1 (VS1), by the end of September 2025, which has received conditional funding of up to AUD180 million from the Australian Renewable Energy Agency [3]. - VS1 has been determined as 'not a controlled action' under the Environment Protection and Biodiversity Conservation Act, facilitating the commencement of construction later this year [4]. - Vast has promoted Lachlan Roberts to Chief Operating Officer and appointed David Collins as GM of Commercial to enhance operational focus and execution excellence for its projects [5]. Group 3: Company Overview - Vast is a renewable energy company based in Australia, developing clean energy solutions aimed at decarbonizing the grid and producing green fuels for the transport industry [6].

Core Viewpoint - HyFuel Solar Refinery Pty Ltd, a subsidiary of Vast Renewables Limited, has received AUD 700,000 funding for the SA Solar Fuels project, aimed at developing sustainable fuels for maritime and aviation industries to meet decarbonization targets [1][2][6] Group 1: Project Overview - SA Solar Fuels, formerly known as Solar Methanol 1, is designed to address the increasing demand for sustainable fuels in the maritime and aviation sectors [2] - The demonstration plant will produce 7,500 tonnes per annum of green methanol, sufficient to fuel multiple car ferries and support sustainable tourism and short-sea shipping in Australia [3][10] - The project utilizes hydrogen-derived sustainable fuels to replace fossil fuels in logistics, providing a low-carbon alternative for various industrial applications [3] Group 2: Funding and Support - The ASLET initiative, co-delivered by CSIRO and the Maritime and Port Authority of Singapore, aims to accelerate net-zero emissions in maritime operations while delivering economic benefits [5] - The recent AUD 700,000 funding follows earlier support, including up to AUD 19.48 million from ARENA and EUR 12.4 million from the German government for the HyGATE initiative [7] Group 3: Technical Development - Preliminary front-end engineering and design (pre-FEED) for SA Solar Fuels has been completed, with ASLET funding aimed at further project optimization before commencing full FEED [4][10] - The project will leverage Vast's next-generation concentrated solar thermal power technology, expected to provide the lowest-cost energy for green fuel production [8]

Core Viewpoint - Vast Renewables Limited has secured up to AUD180 million in conditional funding from the Australian Renewable Energy Agency (ARENA) for its Port Augusta utility-scale clean energy project, Vast Solar 1 (VS1) [1][9] Funding and Financials - The funding from ARENA is crucial for finalizing financing for VS1, which has an estimated capital expenditure of AUD360 million to AUD390 million for construction [4][8] - The funding replaces a previous commitment announced in February 2023 and is subject to conditions such as completing project development activities and securing remaining funding [8] Project Overview - VS1 will utilize Vast's next-generation concentrated solar thermal power (CSP) technology to provide long-duration renewable energy storage and generation, particularly during peak pricing periods after sunset [2][9] - The project is part of the Port Augusta Green Energy Hub and includes an option to power a co-located green methanol production facility, Solar Methanol 1 (SM1) [5] Technological Impact - Vast's technology aims to deliver round-the-clock, affordable carbon-free power and heat, contributing to the decarbonization of various sectors including shipping, aviation, and hard-to-abate industries [3][10] - The company’s projects are expected to support the production of green methanol and sustainable aviation fuels, enhancing the global energy transition [6] Strategic Partnerships - The Australian Government, through ARENA, along with strategic investors EDF and Nabors Industries, has been a significant supporter of Vast [3][9] - The CEO of Vast emphasized the importance of their clean energy solutions in accelerating the energy transition and creating jobs in green manufacturing and construction [7]

Core Viewpoint - Vast Renewables Limited, in partnership with Mabanaft, is advancing its green methanol plant project SM1 in Port Augusta, South Australia, marking a significant milestone with the commencement of pre-front-end engineering and design (FEED) work [1][4]. Group 1: Project Overview - SM1 will have an annual production capacity of 7,500 tonnes of green methanol, which is a versatile hydrogen derivative capable of decarbonizing shipping and aviation fuels when produced using clean energy [2][3]. - The project will utilize clean and renewable heat from Vast's 30 MW / 240 MWh concentrated solar thermal power (CSP) plant [2]. Group 2: Engineering and Technology - Fichtner, an international engineering group, and bse Methanol, a German e-fuels leader, have been contracted to lead the engineering efforts for the project, leveraging their expertise in renewable energy projects [3][4]. - The integration of various technologies will include a Leilac calcination plant for carbon dioxide capture, a methanol plant utilizing bse Methanol's FlexMethanol® modules, and an electrolysis plant for hydrogen production [4]. Group 3: Funding and Support - The project has secured funding agreements amounting to AUD $19.48 million from the Australian Renewable Energy Agency (ARENA) and EUR 12.4 million from Projektträger Jülich (PtJ) on behalf of the German government [4]. - The involvement of experienced partners like Fichtner and bse Methanol is expected to significantly contribute to the successful realization of the innovative solar methanol plant [5][6]. Group 4: Leadership and Vision - Craig Wood, CEO of Vast, emphasized the project's potential impact on the hard-to-abate transport sector and the importance of the pre-FEED milestone [5]. - Dr. Amy Philbrook from Arup expressed excitement about contributing to this pioneering project, highlighting its potential to transform the transport sector [5].

PART I [Identity of Directors, Senior Management and Advisers](index=14&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This section identifies the company's directors, senior management, legal advisers, and auditors, along with their principal business address and professional affiliations - The company's directors and executive officers are located at Suite 7.02, 124 Walker Street, North Sydney, NSW 2060, Australia[35](index=35&type=chunk) - Key advisers include White & Case LLP for U.S. securities law and Gilbert + Tobin for Australian law[36](index=36&type=chunk) - PricewaterhouseCoopers has served as the independent registered public accounting firm since the fiscal year ended June 30, 2021[37](index=37&type=chunk) [Key Information](index=14&type=section&id=Item%203.%20Key%20Information) This section details significant investment risks, encompassing market demand, competition, operational challenges, financial stability, technological viability, and corporate structure [Risk Factors](index=14&type=section&id=D.%20Risk%20Factors) The company faces substantial risks, including unproven technology demand, intense competition, operational challenges, financial instability, concentrated ownership, and reduced SEC reporting as a foreign private issuer - The company has a history of operating losses, and its independent auditor expressed substantial doubt about its ability to continue as a **going concern** due to the need for significant additional capital[29](index=29&type=chunk)[153](index=153&type=chunk) - The company's **CSPv3.0 technology** remains unproven at utility scale, with the VS1 reference project representing a substantial scale-up and carrying significant technology and execution risk[28](index=28&type=chunk)[134](index=134&type=chunk)[193](index=193&type=chunk) - Ownership is highly concentrated, with **AgCentral holding 70.7% voting power**, potentially limiting new investor influence on corporate decisions[31](index=31&type=chunk)[229](index=229&type=chunk)[232](index=232&type=chunk) - As a **foreign private issuer**, the company is exempt from certain SEC reporting requirements and follows Australian corporate governance practices, resulting in less publicly available information[32](index=32&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk) - Capital expenditures for key projects, **VS1 and SM1**, are anticipated to be significantly higher than previous estimates, requiring substantial additional funding for completion[127](index=127&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) [Information on the Company](index=53&type=section&id=Item%204.%20Information%20on%20the%20Company) Vast Renewables develops proprietary concentrated solar power technology (CSPv3.0) for utility-scale power and clean fuel, with key projects in Australia and a business model spanning IEP, OEM, EPC, and O&M - Vast developed **CSPv3.0**, a next-generation concentrated solar power technology utilizing a modular tower design and liquid sodium for clean, dispatchable renewable energy[297](index=297&type=chunk)[298](index=298&type=chunk) - The company's business model is structured around four pillars: **Independent Energy Production (IEP), Original Equipment Manufacturing (OEM), Engineering, Procurement and Construction (EPC), and Operation and Maintenance (O&M)**[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk) Key Development Projects | Project | Description | Capacity/Output (MW/MWh/tons/day) | Location | Status | | :--- | :--- | :--- | :--- | :--- | | **VS1** | 30 MW reference CSP plant with 288 MWh storage | 30 MW / 288 MWh | Port Augusta, Australia | Under development, supported by up to A$110M concessional financing and A$65M grant | | **SM1** | Solar methanol demonstration facility | 20 tons/day | Co-located with VS1 | Under development, supported by up to AUD19.5M and EUR 13.2M in grants | | **SiliconAurora** | Joint venture to co-develop a battery energy storage system | 140 MW BESS | Aurora site (with VS1) | Co-developing with 1414 Degrees | - The company maintains a global project pipeline of **3.7 GW**, primarily focused on Australia, North America, and Saudi Arabia[373](index=373&type=chunk) [Operating and Financial Review and Prospects](index=74&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) For FY2024, Vast Renewables reported a **$293.4 million net loss**, driven by non-cash SPAC merger expenses and derivative losses, with improved liquidity post-reorganization but ongoing negative operating cash flow and going concern uncertainty Consolidated Statement of Profit or Loss (in thousands USD) | Metric | FY 2024 (thousands USD) | FY 2023 (thousands USD) | | :--- | :--- | :--- | | Total Revenue | $342 | $919 | | Total Expenses | $293,787 | $16,514 | | *Share based listing expenses* | *$106,055* | *$0* | | *(Gain)/loss on derivative financial instruments* | *$164,935* | *($105)* | | **Net Loss** | **($293,445)** | **($15,217)** | - The substantial increase in net loss for FY2024 was primarily due to non-cash items from the Capital Reorganization, including a **$106.1 million share-based listing expense** and a **$171.0 million realized loss on derivative conversion**[409](index=409&type=chunk)[414](index=414&type=chunk)[417](index=417&type=chunk) - The company's ability to continue as a **going concern** depends on meeting cash flow forecasts and securing additional funding for its key projects, **VS1 and SM1**, which face significantly higher cost estimates[155](index=155&type=chunk)[435](index=435&type=chunk)[668](index=668&type=chunk) Cash Flow Summary (in millions USD) | Cash Flow Activity | FY 2024 (millions USD) | FY 2023 (millions USD) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($40.3) | ($9.1) | | Net Cash Used in Investing Activities | ($0.2) | ($0.2) | | Net Cash Generated by Financing Activities | $49.5 | $10.9 | - As of June 30, 2024, the company reported **$11.1 million in cash and cash equivalents** and **$3.6 million in working capital**, an improvement from a **negative $23.6 million** in the prior year, primarily due to Capital Reorganization proceeds[418](index=418&type=chunk) [Directors, Senior Management and Employees](index=85&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section outlines the company's board and executive management composition, compensation, and board practices, including its eleven-member staggered board and established committees Key Directors and Executive Officers | Name | Position | | :--- | :--- | | Craig Wood | Chief Executive Officer and Director | | Marshall (Mark) D. Smith | Chief Financial Officer | | Kurt Drewes | Chief Technology Officer | | Peter Botten | Chair | | Colleen Calhoun | Director | | William Restrepo | Director | | John Yearwood | Director | - Aggregate compensation for directors and executive officers for FY2024 was **$4.6 million**, a significant increase from **$0.9 million** in the prior year[469](index=469&type=chunk) - The Board of Directors is divided into **three staggered classes**, with terms expiring at successive annual general meetings[474](index=474&type=chunk) - The company has established an **Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and a Projects Committee**, each with defined roles and members[477](index=477&type=chunk)[488](index=488&type=chunk) [Major Shareholders and Related Party Transactions](index=94&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details the company's ownership structure, with **AgCentral holding 70.7% voting power**, and significant related party transactions, including converted notes and agreements with Nabors affiliates Major Shareholders (as of August 31, 2024) | Beneficial Owner | Ordinary Shares | % of Total | | :--- | :--- | :--- | | AgCentral Energy Pty Limited | 21,180,633 | 70.7% | | Nabors Lux 2 S.a.r.l. | 11,907,025 | 31.8% | | Anthony G. Petrello | 3,299,151 | 10.2% | - AgCentral Energy holds a majority voting power of **70.7%** through direct share ownership and a proxy voting agreement[507](index=507&type=chunk) - Significant related party transactions include historical convertible notes and loans with AgCentral, converted to equity during the Capital Reorganization, totaling approximately **$21.5 million** in principal and **25.1 million Legacy Vast Shares**[511](index=511&type=chunk)[512](index=512&type=chunk)[518](index=518&type=chunk) - A Shareholder and Registration Rights Agreement grants Nabors consent rights over future capital raises and board nomination rights to both Nabors and AgCentral[535](index=535&type=chunk)[537](index=537&type=chunk)[539](index=539&type=chunk) [Financial Information](index=103&type=section&id=Item%208.%20Financial%20Information) This section confirms the consolidated financial statements are in Item 18, states no material legal proceedings, and indicates no current plans for cash dividends - The company's consolidated financial statements are provided pursuant to **Item 18** of this report[549](index=549&type=chunk) - Vast is not currently involved in any legal proceedings that would materially adversely affect its business or financial condition[550](index=550&type=chunk) - The company has not paid cash dividends since the Capital Reorganization and has no current plans to do so in the foreseeable future[551](index=551&type=chunk) [The Offer and Listing](index=103&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section details the listing of the company's Ordinary Shares and Public Warrants on Nasdaq under ticker symbols **VSTE** and **VSTEW**, with trading commencing December 19, 2023 - Vast's Ordinary Shares and Public Warrants are listed on Nasdaq under the symbols **VSTE** and **VSTEW**[551](index=551&type=chunk)[553](index=553&type=chunk) - Trading for the company's securities on Nasdaq commenced on **December 19, 2023**[551](index=551&type=chunk)[553](index=553&type=chunk) [Additional Information](index=104&type=section&id=Item%2010.%20Additional%20Information) This section covers supplementary corporate information, including material contracts with key partners, the absence of significant Australian exchange controls, and a summary of Australian tax implications for shareholders - The company has entered into material contracts for technology collaboration, supply, and services with key partners, including **Doosan, schlaich bergermann partner, Advisian, KSB SE, and Cockerill**[557](index=557&type=chunk)[559](index=559&type=chunk)[561](index=561&type=chunk)[563](index=563&type=chunk) - No Australian governmental laws or regulations materially affect the import/export of capital or the remittance of dividends to non-resident shareholders[568](index=568&type=chunk) - The report summarizes Australian tax implications for shareholders, noting that **fully franked dividends** paid to non-Australian residents are not subject to Australian dividend withholding tax[569](index=569&type=chunk)[593](index=593&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=111&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks, including foreign currency translation, credit, and liquidity risks, with detailed disclosures available in Note 22 of the financial statements - The company is exposed to **foreign currency translation, credit, and liquidity risks**, with detailed disclosures available in **Note 22** of the financial statements[601](index=601&type=chunk) [Description of Securities Other than Equity Securities](index=111&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20than%20Equity%20Securities) This section provides information on non-equity securities, referring to **Exhibit 2.7** for a detailed description of the company's Warrants - A detailed description of the company's **Warrants** is provided in **Exhibit 2.7** of the report[602](index=602&type=chunk) PART II [Controls and Procedures](index=113&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls were effective as of June 30, 2024, having remediated prior material weaknesses, with no formal internal control assessment due to transition period exemptions - Management concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2024[606](index=606&type=chunk) - Material weaknesses in internal control over financial reporting identified for FY2023 have been **remediated**[608](index=608&type=chunk)[228](index=228&type=chunk) - The annual report does not include a management assessment on internal control over financial reporting, as permitted for newly public companies during their transition period[607](index=607&type=chunk) [Audit Committee Financial Expert](index=113&type=section&id=Item%2016A.%20Audit%20committee%20financial%20expert) The Board determined Mr. John Yearwood qualifies as an **audit committee financial expert**, noting the committee is not fully independent but has a grace period for compliance - The Board has identified **Mr. John Yearwood** as the audit committee financial expert[609](index=609&type=chunk) [Code of Ethics](index=114&type=section&id=Item%2016B.%20Code%20of%20Ethics) The company adopted a Code of Conduct and Ethics, publicly available on its website, with amendments or waivers disclosed in accordance with SEC and Nasdaq regulations - Vast has adopted a **Code of Conduct and Ethics**, publicly available on its website[611](index=611&type=chunk) [Principal Accountant Fees and Services](index=114&type=section&id=Item%2016C.%20Principal%20Accountant%20Fees%20and%20Services) This section details **$1.1 million** in fees paid to PricewaterhouseCoopers for FY2024, primarily for audit and audit-related services, all pre-approved by the Audit Committee Accountant Fees (in thousands USD) | Service Category | FY 2024 (thousands USD) | FY 2023 (thousands USD) | | :--- | :--- | :--- | | Audit Fees | $351 | $373 | | Audit Related Fees | $748 | $1,329 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | **Total** | **$1,099** | **$1,702** | - All audit and non-audit services provided by PwC were **pre-approved** by the company's Audit Committee[616](index=616&type=chunk) [Corporate Governance](index=115&type=section&id=Item%2016G.%20Corporate%20Governance) Classified as a **controlled company** and **foreign private issuer**, the company leverages Nasdaq exemptions, adhering to Australian corporate governance practices for director nominations, compensation, and shareholder approvals - Vast is a **controlled company**, exempt from certain Nasdaq corporate governance requirements due to a group holding over **50% of its voting power**[618](index=618&type=chunk)[619](index=619&type=chunk) - As a **foreign private issuer**, the company complies with Australian corporate governance practices instead of certain Nasdaq listing rules, including those for compensation committee composition, director nominations, and shareholder approval[620](index=620&type=chunk)[622](index=622&type=chunk)[623](index=623&type=chunk)[626](index=626&type=chunk) [Cybersecurity](index=117&type=section&id=Item%2016K.%20Cybersecurity) The company integrates cybersecurity risk management into its overall framework, overseen by the Board and Finance department, with no material threats identified to date, though risks are acknowledged - Cybersecurity governance is overseen by the Board of Directors, with daily supervision delegated to the Finance department and Audit Committee oversight[634](index=634&type=chunk) - The company has implemented processes to assess, identify, and manage cybersecurity risks, integrated into its overall risk management framework[630](index=630&type=chunk) - As of the report date, the company has not identified any cybersecurity threats materially affecting its business, operations, or financial condition[633](index=633&type=chunk) PART III [Financial Statements](index=121&type=section&id=Item%2018.%20Financial%20Statements) This section presents the audited consolidated financial statements for FY2022-2024, including the auditor's report expressing substantial doubt about the company's ability to continue as a going concern - The report includes audited consolidated financial statements for the fiscal years ended **June 30, 2024, 2023, and 2022**[639](index=639&type=chunk)[642](index=642&type=chunk) - The independent auditor's report highlights a material uncertainty casting substantial doubt on the company's ability to continue as a **going concern**, citing recurring losses and dependence on additional funding[643](index=643&type=chunk)[666](index=666&type=chunk) Consolidated Financial Position (in thousands USD) | Metric | As of June 30, 2024 (thousands USD) | As of June 30, 2023 (thousands USD) | | :--- | :--- | :--- | | Total Assets | $15,770 | $4,656 | | Total Liabilities | $24,071 | $34,071 | | **Total Deficit** | **($8,300)** | **($29,415)** |