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].
Nabors Energy Transition (NETC) - 2023 Q1 - Quarterly Report