Vast Renewables Limited (VSTE) SC 13DVast Renewables / Nabors Lux 2 S.a.r.l. ownership change

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. __)*

Vast Renewables Limited
(Name of Issuer)

Ordinary Shares without par value
(Title of Class of Securities)

Q9379E105
(CUSIP Number)

Nabors Lux 2 S.a.r.l.

8-10 Avenue de la Gare, Grand-Duchy of Luxembourg

R.C.S. Luxembourg B 154.034

(281) 775-4890

with a copy to:

Scott Golenbock, Esq.

Brett Nadritch, Esq.

Milbank LLP

55 Hudson Yards

New York, NY 10001

(212) 530-5180

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 18, 2023
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, no par value (“Ordinary Shares”) of Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd, an Australian proprietary company limited by shares) (the “Issuer”). The Issuer’s principal executive offices are located at 226-230 Liverpool Street, Darlinghurst, NSW 2010, Australia.

The Reporting Persons (as defined below) beneficially own an aggregate of 11,225,405 Ordinary Shares (the “Subject Shares”), consisting of 3,783,905 Ordinary Shares and warrants to purchase 7,441,500 Ordinary Shares exercisable within 60 days. The Subject Shares represent approximately 30.6% of the issued and outstanding Issuer’s Ordinary Shares (calculated in accordance with Regulation 13D), outstanding as of December 22, 2023, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on December 22, 2023.

(a) This Schedule 13D is being filed by the following persons:

The foregoing persons are collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b) Residence or business address of the Reporting Persons:

(c) Principal occupation or employment and the name, principal place of business and address of any corporation or other organization in which such employment is conducted:

(d) During the last five years, none of the Reporting Persons have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship:

The Reporting Persons received the Subject Shares as a result of the closing, on December 18, 2023, of the business combination pursuant to that certain Business Combination Agreement, dated as of February 14, 2023, as amended as of October 19, 2023 (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Issuer, Nabors Energy Transition Corp., a Delaware corporation (“NETC”), Neptune Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of the Issuer (“Merger Sub”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “NETC Sponsor”), and NIL. In the Business Combination, among other things, Merger Sub merged with and into NETC, with NETC continuing as the surviving corporation and a wholly owned direct subsidiary of the Issuer.

On December 14, 2023, NETC Sponsor and its members completed certain distributions and other transfers of shares of NETC Class F common stock. Immediately prior to the Business Combination, Nabors Lux held 1,948,839 shares of NETC Class F common stock. At the effective time of the Business Combination, among other things, the shares of NETC Class F Common Stock held by Nabors Lux immediately prior to the effective time were exchanged for validly issued and fully paid Ordinary Shares.

Additionally, at the effective time of the Business Combination, each NETC Warrant then outstanding and unexercised automatically, without any action on the part of its holder, converted into a warrant to purchase Ordinary Shares (each such warrant issued under the Private Warrant Agreement, a “Vast Private Warrant”). As a result of the foregoing, Nabors Lux became the owner of 7,441,500 Vast Private Warrants.

In connection with the signing of the Business Combination Agreement Nabors Lux:

In connection with entering into the October Notes Subscription Agreement and the Nabors Backstop Agreement, NETC, NETC Sponsor, the Issuer and Merger Sub entered into an amendment to the Business Combination Agreement, pursuant to which, among other things, (i) the Issuer agreed to issue 350,000 Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement, and (ii) the Issuer agreed to issue 1,500,000 Ordinary Shares to former members of NETC Sponsor to accelerate a portion of certain earnback shares (such Ordinary Shares, the “Earnback Shares”).

Upon consummation of the Business Combination, (1) the Senior Convertible Notes previously held by Nabors Lux pursuant to each of the February Notes Subscription Agreement and the October Notes Subscription Agreement converted into 749,772 Ordinary Shares, (2) Nabors Lux purchased 735,294 Ordinary Shares for $7.5 million in the aggregate pursuant to the Equity Subscription Agreement, as amended, and (3) the Issuer issued an additional 350,000 Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement. Funds for the purchase of the Ordinary Shares pursuant to the Equity Subscription Agreement were derived from the working capital of NIL.

The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes, because an investment in the Issuer is consistent with NIL’s strategy of focusing on energy transition investments in technologies with material tangencies to NIL’s technology platform. Notwithstanding the above, the Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Ordinary Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may from time to time and at any time in the future take such actions with respect to the investment in the Issuer as they deem appropriate, including: (i) acquiring additional Ordinary Shares and/or other equity, debt, notes or other securities of the Issuer, or derivative or other instruments that are based upon or relate to the value of the Ordinary Shares or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) entering into, modifying or terminating commercial agreements with the Issuer.

The executive officers and directors of each Reporting Person are listed hereto in Annex A.

The information contained in rows 7, 8, 9, 10, 11 and 13 on the respective cover pages of this Schedule 13D and the information set forth or incorporated in Items 2 and 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

(a) and (b) Information about the number and percentage of Ordinary Shares beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.

(c) Except as described in Item 3 to this Schedule 13D, during the past 60 days, the Reporting Persons have not effected any transactions in the Ordinary Shares.

(d) No one other than the Reporting Persons and their beneficial owners have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Subject Shares.

(e) Not applicable.

The information set forth in or incorporated by reference in each of Item 3 and Item 4 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6.

Nabors Lux is a party to that certain Shareholder and Registration Rights Agreement, dated December 18, 2023, with the Issuer and the other parties thereto (the “Shareholders Agreement”), pursuant to which (i) Nabors Lux is subject to a lock-up period of six months following the Business Combination during which it is prohibited from selling, contracting to sell, pledging, granting any option to purchase, making any short sale, or otherwise disposing of any Ordinary Shares (subject to certain customary exceptions), (ii) NETC Sponsor has the right to nominate for election to the Issuer’s board of director, (1) until the third anniversary of the Business Combination or the date on which the Issuer achieves a market capitalization equal to or greater than $1,000,000,000 (the “Expiration Date”), two directors, and (2) following the Expiration Date, one director, in either case for so long as NIL and its affiliates collectively beneficially own 50% of the Ordinary Shares collectively beneficially owned by such parties immediately following the Business Combination, (iii) NIL is granted consent rights over certain debt or equity capital raises by the Issuer until the Expiration Date, and (iv) NIL is granted certain rights if, prior to (A) the date that is six months following the Business Combination, any investor, or (B) the date that is nine months following the Business Combination, certain investors, invest in equity or debt interests of the Issuer on terms that are more favorable to such investor from a financial perspective than the terms applicable to Nabors Lux under the Nabors Backstop Agreement, as determined by NIL in its reasonable discretion (in which case, the Issuer will issue additional Ordinary Shares to Nabors Lux (or its affiliates) so that the aggregate number of Ordinary Shares received by Nabors Lux and its affiliates for their investment under the Nabors Backstop Agreement is equal to the number of Ordinary Shares they would have received had the price for all such shares been at the price received by the new investors, provided further that if such investors have subscribed for securities other than Ordinary Shares, Nabors Lux will have the right to exchange its Ordinary Shares for such securities). Pursuant to the Shareholders Agreement, the Issuer is also obligated to file a registration statement to register the resale of certain securities of the Issuer held by Nabors Lux. Upon the closing of the Business Combination, NETC Sponsor designated William Restrepo and Colleen Calhoun to the Vast Board of Directors. The foregoing description of the Shareholders Agreement is qualified in its entirety by reference to the Shareholders Agreement which is filed as Exhibit 1 to this Schedule 13D and incorporated by reference herein.

Nabors Lux has agreed not to (i) receive any Earnback Shares or (ii) exercise any Vast Private Warrants, in each case until the Australian Foreign Investment Review Board has approved the acquisition by Nabors Lux of a greater than 20% interest in the Issuer.

Pursuant to the Nabors Backstop Agreement, Nabors Lux has irrevocably subscribed for and agreed to purchase prior to January 9, 2024, and the Issuer has agreed to sell to Nabors Lux, 681,621 Ordinary Shares for $10.20. The foregoing description of the Nabors Backstop Agreement is qualified in its entirety by reference to the Nabors Backstop Agreement which is filed as Exhibit 2 to this Schedule 13D and incorporated by reference herein.

In addition, Nabors Corporate Services, Inc. (“Nabors Corporate”), an affiliate of NIL and Nabors Lux, is a party to that certain Services Agreement with the Issuer, dated February 14, 2023 (the “Services Agreement”), pursuant to which Nabors Corporate provides certain services related to operations, engineering, design planning and other operational or technical matters to the Issuer. The foregoing description of the Services Agreement is qualified in its entirety by reference to the Services Agreement which is filed as Exhibit 3 to this Schedule 13D and incorporated by reference herein.

Nabors Energy Transition Ventures LLC (“NETV”), an affiliate of NIL and Nabors Lux, is a party to that Joint Development and License Agreement with the Issuer, dated February 14, 2023 (the “Development Agreement”), pursuant to which, among other things, NETV and the Issuer agree to work together on a project-by-project basis to develop products and/or equipment related to solar power generation. The foregoing description of the Development Agreement is qualified in its entirety by reference to the Development Agreement which is filed as Exhibit 4 to this Schedule 13D and incorporated by reference herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Annex A