HOUSTON, Nov. 17,
2023 /PRNewswire/ -- Nabors Energy Transition Corp.
(NYSE: NETC, NETC.WS, NETC.U) ("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 November 18, 2023 to
December 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 Renewables Limited (f/k/a
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 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 U.S. Securities
and Exchange Commission (the "SEC"), 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 the vote by NETC's stockholders with
respect to the proposed Business Combination and other matters
described in the Registration Statement. NETC and Vast also 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
the Registration Statement. To the extent that holdings of NETC's
securities have changed since the amounts printed in the
Registration Statement filed on October 23,
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, will be contained in
the Registration Statement 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, the proposed financing from the Notes Subscription
Agreement, dated as of October 19,
2023, by and between Vast and Nabors
Lux, and the Backstop Agreement, dated as of October 19, 2023, by and between Vast and
Nabors Lux (the "Nabors Backstop
Agreement"), Nabors Lux's ability to
provide the proposed financing 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, including the proposed financing
from Capital Airport Group and Nabors
Lux pursuant to the Nabors Backstop Agreement (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 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 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
View original
content:https://www.prnewswire.com/news-releases/nabors-energy-transition-corp-announces-extension-of-deadline-to-complete-business-combination-301992599.html
SOURCE Nabors Energy Transition Corp.
