HOUSTON, Dec. 8, 2023
/PRNewswire/ -- Nabors Energy Transition Corp. ("NETC" or the
"Company") (NYSE: NETC, NETC.WS, NETC.U) announced today that, at a
special meeting of NETC stockholders held on December 8, 2023 (the "Extension Meeting"), its
stockholders approved an extension of the date by which it has to
consummate its initial business combination, allowing the Company's
board of directors, without another stockholder vote, to extend
such date up to three times for an additional one month each time
(but in no event to a date later than 28 months from the closing of
NETC's initial public offering) (each such month, a "Monthly
Extension Period") by depositing $200,000 for each Monthly Extension Period into
the Company's trust account for its public stockholders. The
Company will only file the third amended and restated certificate
of incorporation to implement the extension (the "Extension
Amendment") if its previously announced initial business
combination (the "Business Combination") with Vast Renewables
Limited (f/k/a Vast Solar Pty Ltd) ("Vast") is not consummated by
December 18, 2023, which has been
submitted to a vote of NETC stockholders scheduled for December 13, 2023 (the "Business Combination
Meeting"). To the extent the Business Combination is
consummated before the Extension Amendment is filed and effective,
a stockholder who validly exercised its redemption rights in
accordance with the Extension Meeting will be deemed to have
validly elected to redeem such shares in connection with the
Business Combination Meeting.
About Nabors Energy Transition Corp.
NETC is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses or entities. NETC was formed to identify
solutions, opportunities, companies or technologies that focus on
advancing the energy transition; specifically, ones that
facilitate, improve or complement the reduction of carbon or
greenhouse gas emissions while satisfying growing energy
consumption across markets globally.
Important Information about the Business Combination and
Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
In connection with the proposed Business Combination, Vast has
filed a registration statement on Form F-4 (File
No. 333-272058) (as amended, the "Registration Statement")
with the Securities and Exchange Commission (the "SEC"), which
includes (i) a prospectus of Vast relating to the offer of
securities to be issued in connection with the proposed Business
Combination and (ii) a definitive proxy statement of the
Company, which has been distributed to holders of the Company's
capital stock in connection with the Company's solicitation of
proxies for the vote by the Company's stockholders with respect to
the proposed Business Combination and other matters described in
the Registration Statement. The Company and Vast also plan to file
other documents with the SEC regarding the proposed Business
Combination. The Registration Statement was declared effective by
the SEC on November 21, 2023, and the
definitive proxy statement/prospectus was mailed to the
stockholders of the Company on or about November 22, 2023. INVESTORS AND SECURITY HOLDERS
OF THE COMPANY AND VAST ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER
DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT HAVE
BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Investors and security holders are able to obtain free copies of
the proxy statement/prospectus and other documents containing
important information about the Company and Vast once such
documents are filed with the SEC, through the website maintained by
the SEC at http://www.sec.gov. In addition, the
documents filed by the Company may be obtained free of charge from
the Company's website at www.nabors-etcorp.com or
by written request to the Company at 515 West Greens Road,
Suite 1200, Houston, TX
77067.
Participants in the Solicitation
The Company, Nabors Industries Ltd., Vast and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of the Company
in connection with the proposed Business Combination. Information
about the directors and executive officers of the Company is set
forth in the Registration Statement. To the extent that holdings of
the Company's securities have changed since the amounts printed in
the Registration Statement filed on November
22, 2023, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the
SEC. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the
Registration Statement and will be contained in other relevant
materials to be filed with the SEC when they become available. You
may obtain free copies of these documents as described in the
preceding paragraph.
Forward-Looking Statements
The information included herein and in any oral statements made
in connection herewith include "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended. All statements, other than statements of present
or historical fact included herein are forward-looking statements.
When used herein, including any oral statements made in connection
herewith, the words "could," "should," "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on the Company and Vast
management's current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, the Company and Vast disclaim any duty to update
any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or
circumstances after the date hereof. The Company and Vast caution
you that these forward-looking statements are subject to risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the control of the Company and Vast. These risks
include, but are not limited to, general economic, financial,
legal, political and business conditions and changes in domestic
and foreign markets; the inability to complete the Business
Combination or the convertible debt and equity financings
contemplated in connection with the proposed Business Combination,
including the proposed financing from Capital Airport Group and
Nabors Lux 2 S.a.r.l. ("Nabors Lux") pursuant to the Backstop Agreement,
dated as of October 19, 2023, by and
between Vast and Nabors Lux (the
"Financing"), in a timely manner or at all (including due to the
failure to receive required stockholder or shareholder, as
applicable, approvals, or the failure of other closing conditions
such as the satisfaction of the minimum trust account amount
following redemptions by the Company's public stockholders and the
receipt of certain governmental and regulatory approvals), which
may adversely affect the price of the Company's securities; the
inability of the Business Combination to be completed by the
Company's business combination deadline and the potential failure
to obtain an extension of the business combination deadline if
sought by the Company; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Business Combination or the Financing; the inability to recognize
the anticipated benefits of the proposed Business Combination; the
inability to obtain or maintain the listing of Vast's shares on a
national exchange following the consummation of the proposed
Business Combination; costs related to the proposed Business
Combination; the risk that the proposed Business Combination
disrupts current plans and operations of Vast, business
relationships of Vast or Vast's business generally as a result of
the announcement and consummation of the proposed Business
Combination; Vast's ability to manage growth; Vast's ability to
execute its business plan, including the completion of the Port
Augusta project, at all or in a timely manner and meet its
projections; potential disruption in Vast's employee retention as a
result of the proposed Business Combination; potential litigation,
governmental or regulatory proceedings, investigations or inquiries
involving Vast or the Company, including in relation to the
proposed Business Combination; changes in applicable laws or
regulations and general economic and market conditions impacting
demand for Vast's products and services. Additional risks are set
forth in the section titled "Risk Factors" in the Registration
Statement and other documents filed, or to be filed with the SEC in
connection with the proposed Business Combination. Should one or
more of the risks or uncertainties described herein and in any oral
statements made in connection therewith occur, or should underlying
assumptions prove incorrect, actual results and plans could differ
materially from those expressed in any forward-looking statements.
Additional information concerning these and other factors that may
impact the Company's expectations can be found in the Company's
periodic filings with the SEC, including the Company's Annual
Report on Form 10-K filed with the SEC on March 22, 2023
and any subsequently filed Quarterly Reports on Form 10-Q. The
Company's SEC filings are available publicly on the SEC's website
at www.sec.gov.
Investor Relations Contact
William C. Conroy
william.conroy@nabors-etcorp.com
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SOURCE Nabors Energy Transition Corp.