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].
Nabors Energy Transition (NETC) - 2023 Q3 - Quarterly Report