HOUSTON, Aug. 16,
2023 /PRNewswire/ -- Nabors Energy Transition Corp.
(NYSE: NETC) ("NETC" or the "Company") announced that its board of
directors has elected to extend the date by which NETC has to
consummate a business combination by one additional month from
August 18, 2023 to September 18, 2023 (the "Extension"), as
permitted under NETC's second amended and restated certificate of
incorporation. The Extension provides NETC with additional time to
complete its previously announced initial business combination (the
"Business Combination") with Vast Solar Pty Ltd ("Vast").
In connection with the Extension, Nabors
Lux 2 S.a.r.l. ("Nabors
Lux"), an affiliate of Nabors Energy Transition Sponsor LLC
(the "Sponsor"), has deposited $295,519.23 (the "Extension Payment") into NETC's
trust account for its public stockholders (the "Trust Account"),
which enables NETC to effectuate the Extension. Nabors Lux loaned the Extension Payment to NETC
through a non-interest-bearing loan. If NETC consummates an initial
business combination, it will repay the loans out of the proceeds
of the Trust Account or, at the option of the Sponsor, convert all
or a portion of the loans into warrants for $1.00 per warrant, which warrants will be
identical to the warrants issued by NETC in a private placement in
connection with NETC's initial public offering. If NETC does not
consummate an initial business combination, it will repay the loans
only from funds held outside of the Trust Account.
About Nabors Energy Transition Corp.
NETC is a blank check company formed to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. The
Company focused its search for a target business on companies that
identify solutions, opportunities or technologies that focus on
advancing the energy transition; specifically, companies that
facilitate, improve or complement the reduction of carbon or
greenhouse gas emissions while satisfying growing energy
consumption across markets globally.
Important Information for Stockholders
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 with the U.S. Securities and Exchange Commission (the
"SEC") a registration statement on Form F-4 (File No. 333-272058)
(the "Registration Statement"), which includes (i) a preliminary
prospectus of Vast relating to the offer of securities to be issued
in connection with the proposed Business Combination and (ii) a
preliminary proxy statement of NETC to be distributed to holders of
NETC's capital stock in connection with NETC's solicitation of
proxies for a vote by NETC's stockholders with respect to the
proposed Business Combination and other matters described in the
Registration Statement. NETC and Vast also have filed and plan to
file other documents with the SEC regarding the proposed Business
Combination. After the Registration Statement has been declared
effective by the SEC, a definitive proxy statement/prospectus will
be mailed to the stockholders of NETC. INVESTORS AND SECURITY
HOLDERS OF NETC 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 NETC 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
NETC may be obtained free of charge from NETC's website at
www.nabors-etcorp.com or by written request to NETC at 515 West
Greens Road, Suite 1200, Houston,
TX 77067.
Participants in the Solicitation
NETC, 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 NETC in
connection with the proposed Business Combination. Information
about the directors and executive officers of NETC is set forth in
NETC's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on
March 22, 2023. To the extent that
holdings of NETC's securities have changed since the amounts
printed in NETC's Annual Report on Form 10-K for the year ended
December 31, 2022, 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 proxy statement/prospectus and 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, regarding the
proposed Business Combination, NETC's and Vast's ability to
consummate the proposed Business Combination, the benefits of
the proposed Business Combination and NETC's and Vast's
future financial performance following the proposed Business
Combination, as well as NETC's and Vast's strategy, future
operations, financial position, estimated revenues and losses,
projected costs, prospects, plans and objectives of management 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 NETC 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, NETC 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. NETC 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 NETC 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 (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 NETC's public stockholders
and the receipt of certain governmental and regulatory approvals),
which may adversely affect the price of NETC's securities; the
inability of the Business Combination to be completed by
NETC's business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by NETC; 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 NETC,
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 will be set forth in the section titled
"Risk Factors" in the proxy statement/prospectus that will 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 NETC's
expectations can be found in NETC's periodic filings with the SEC,
including NETC'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. NETC'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.
