HOUSTON, Sept. 14,
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
September 18, 2023 to October 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 of the parties 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.
