PART I Identity of Directors, Senior Management and Advisers 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, Australia35 - Key advisers include White & Case LLP for U.S. securities law and Gilbert + Tobin for Australian law36 - PricewaterhouseCoopers has served as the independent registered public accounting firm since the fiscal year ended June 30, 202137 Key Information This section details significant investment risks, encompassing market demand, competition, operational challenges, financial stability, technological viability, and corporate structure Risk Factors 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 capital29153 - 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 risk28134193 - Ownership is highly concentrated, with AgCentral holding 70.7% voting power, potentially limiting new investor influence on corporate decisions31229232 - 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 information32268269 - Capital expenditures for key projects, VS1 and SM1, are anticipated to be significantly higher than previous estimates, requiring substantial additional funding for completion127130131 Information on the Company 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 energy297298 - 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)349350351 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 Arabia373 Operating and Financial Review and Prospects 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 conversion409414417 - 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 estimates155435668 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 proceeds418 Directors, Senior Management and Employees 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 year469 - The Board of Directors is divided into three staggered classes, with terms expiring at successive annual general meetings474 - The company has established an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and a Projects Committee, each with defined roles and members477488 Major Shareholders and Related Party Transactions 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 agreement507 - 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 Shares511512518 - A Shareholder and Registration Rights Agreement grants Nabors consent rights over future capital raises and board nomination rights to both Nabors and AgCentral535537539 Financial Information 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 report549 - Vast is not currently involved in any legal proceedings that would materially adversely affect its business or financial condition550 - The company has not paid cash dividends since the Capital Reorganization and has no current plans to do so in the foreseeable future551 The Offer and Listing 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 VSTEW551553 - Trading for the company's securities on Nasdaq commenced on December 19, 2023551553 Additional Information 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 Cockerill557559561563 - No Australian governmental laws or regulations materially affect the import/export of capital or the remittance of dividends to non-resident shareholders568 - 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 tax569593 Quantitative and Qualitative Disclosures About Market Risk 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 statements601 Description of Securities Other than Equity Securities 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 report602 PART II Controls and Procedures 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, 2024606 - Material weaknesses in internal control over financial reporting identified for FY2023 have been remediated608228 - The annual report does not include a management assessment on internal control over financial reporting, as permitted for newly public companies during their transition period607 Audit Committee Financial Expert 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 expert609 Code of Ethics 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 website611 Principal Accountant Fees and Services 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 Committee616 Corporate Governance 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 power618619 - 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 approval620622623626 Cybersecurity 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 oversight634 - The company has implemented processes to assess, identify, and manage cybersecurity risks, integrated into its overall risk management framework630 - As of the report date, the company has not identified any cybersecurity threats materially affecting its business, operations, or financial condition633 PART III Financial Statements 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 2022639642 - 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 funding643666 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) |
Vast(VSTE) - 2024 Q4 - Annual Report