| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 18 | | | |
| | | | | 20 | | | |
| | | | | 72 | | | |
| | | | | 73 | | | |
| | | | | 74 | | | |
| | | | | 75 | | | |
| | | | | 87 | | | |
| | | | | 95 | | | |
| | | | | 100 | | | |
| | | | | 125 | | | |
| | | | | 136 | | | |
| | | | | 151 | | | |
| | | | | 152 | | | |
| | | | | 161 | | | |
| | | | | 170 | | | |
| | | | | 172 | | | |
| | | | | 178 | | | |
| | | | | 180 | | | |
| | | | | 181 | | | |
| | | | | 182 | | | |
| | | | | 183 | | | |
| | | | | 184 | | | |
| | | | | F-1 | | |
Category
|
| |
Number of
Offered Securities |
| |
Effective
Purchase Price per Offered Security |
| |
Potential
Profit per Offered Security(1) |
| |||||||||
Ordinary Shares exchanged for the Founder Shares
|
| | | | 1,809,588 | | | | | $ | 0.004(2) | | | | | $ | 2.43 | | |
Ordinary Shares issued pursuant to the Nabors Backstop Agreement
|
| | | | | | | | | | | | | | | | | | |
Incremental Funding Commitment Fee
|
| | | | 350,000 | | | | | | —(3) | | | | | $ | 2.43 | | |
Shares purchased pursuant to the Nabors Backstop Agreement
|
| | | | 681,620 | | | | | $ | 10.20(3) | | | | | | * | | |
Accelerated Earnback Shares
|
| | | | 1,500,000 | | | | | | —(3) | | | | | $ | 2.43 | | |
Ordinary Shares issued to AgCentral
|
| | | | 18,198,566 | | | | | $ | 1.31(4) | | | | | $ | 1.12 | | |
Ordinary Shares held by the MEP Participants and an employee share trust
|
| | | | 2,301,433 | | | | | | —(5) | | | | | $ | 2.43 | | |
Ordinary Shares issued upon conversion of the Senior Convertible Notes
|
| | | | 1,250,014 | | | | | $ | 10.20 | | | | | | * | | |
Ordinary Shares issued pursuant to the Equity Subscription Agreements
|
| | | | 1,715,686 | | | | | $ | 10.20 | | | | | | * | | |
Guggenheim Ordinary Shares
|
| | | | 171,569 | | | | | $ | 10.20(6) | | | | | | * | | |
Earnback Shares
|
| | | | 2,400,000 | | | | | | —(7) | | | | | $ | 2.43 | | |
Earnout Shares
|
| | | | 2,799,999 | | | | | | —(8) | | | | | $ | 2.43 | | |
Private Warrants
|
| | | | 12,416,500 | | | | | $ | 1.00 | | | | | | * | | |
Shares underlying Private Warrants
|
| | | | 12,416,500 | | | | | $ | 11.50 | | | | | | * | | |
Ordinary Shares purchased on the market
|
| | | | 2,010 | | | | | $ | 3.83 | | | | | | * | | |
Public Warrants
|
| | | | 440,000 | | | |
$0.10 – 0.15
|
| | |
|
(9)
|
| | |||
Shares underlying Public Warrants
|
| | | | 440,000 | | | | | $ | 11.50 | | | | | | * | | |
Category
|
| |
Number of
Offered Securities |
| |
Effective
Purchase Price per Offered Security |
| |
Potential
Profit per Offered Security(1) |
| |||||||||
Ordinary Shares exchanged for the Founder Shares
|
| | | | 1,809,588 | | | | | $ | 0.004(2) | | | | | $ | 2.43 | | |
Ordinary Shares issued pursuant to the Nabors Backstop Agreement
|
| | | | | | | | | | | | | | | | | | |
Incremental Funding Commitment Fee
|
| | | | 350,000 | | | | | | —(3) | | | | | $ | 2.43 | | |
Shares purchased pursuant to the Nabors Backstop Agreement
|
| | | | 681,620 | | | | | $ | 10.20(3) | | | | | | * | | |
Accelerated Earnback Shares
|
| | | | 1,500,000 | | | | | | —(3) | | | | | $ | 2.43 | | |
Ordinary Shares issued to AgCentral
|
| | | | 18,198,566 | | | | | $ | 1.31(4) | | | | | $ | 1.12 | | |
Ordinary Shares held by the MEP Participants and an employee share trust
|
| | | | 2,301,433 | | | | | | —(5) | | | | | $ | 2.43 | | |
Ordinary Shares issued upon conversion of the Senior Convertible Notes
|
| | | | 1,250,014 | | | | | $ | 10.20 | | | | | | * | | |
Category
|
| |
Number of
Offered Securities |
| |
Effective
Purchase Price per Offered Security |
| |
Potential
Profit per Offered Security(1) |
| |||||||||
Ordinary Shares issued pursuant to the Equity Subscription Agreements
|
| | | | 1,715,686 | | | | | $ | 10.20 | | | | | | * | | |
Guggenheim Ordinary Shares
|
| | | | 171,569 | | | | | $ | 10.20(6) | | | | | | * | | |
Earnback Shares
|
| | | | 2,400,000 | | | | | | —(7) | | | | | $ | 2.43 | | |
Earnout Shares
|
| | | | 2,799,999 | | | | | | —(8) | | | | | $ | 2.43 | | |
Private Warrants
|
| | | | 12,416,500 | | | | | $ | 1.00 | | | | | | * | | |
Shares underlying Private Warrants
|
| | | | 12,416,500 | | | | | $ | 11.50 | | | | | | * | | |
Ordinary Shares purchased on the market
|
| | | | 2,010 | | | | | $ | 3.83 | | | | | | * | | |
Public Warrants
|
| | | | 440,000 | | | |
$0.10 – 0.15
|
| | |
|
(9)
|
| | |||
Shares underlying Public Warrants
|
| | | | 440,000 | | | | | $ | 11.50 | | | | | | * | | |
| | |
As of June 30, 2023
|
| |||||||||
(in thousands)
|
| |
Actual
|
| |
Pro Forma
Combined(1) |
| ||||||
Cash and cash equivalents
|
| | | $ | 2,060 | | | | | $ | 19,937 | | |
Total indebtedness
|
| | | | 26,946 | | | | | | 17,875 | | |
Equity | | | | | | | | | | | | | |
Issued capital
|
| | | | 2,354 | | | | | | 294,352 | | |
Reserves
|
| | | | 7,880 | | | | | | 3,285 | | |
Accumulated losses
|
| | | | (39,649) | | | | | | (300,710) | | |
Total equity
|
| | | | (29,415) | | | | | | (3,073) | | |
Total capitalization
|
| | | $ | (2,469) | | | | | $ | 14,802 | | |
| | |
Ownership
in shares |
| |
%
|
| ||||||
Legacy Vast shareholders(1)
|
| | | | 20,499,999 | | | | | | 68.4 | | |
Former NETC public stockholders(2)
|
| | | | 804,616 | | | | | | 2.6 | | |
NETC initial stockholders(3)
|
| | | | 4,500,000 | | | | | | 15.0 | | |
Shares issued to Nabors Lux and AgCentral in connection with financing transactions(4)
|
| | | | 3,315,700 | | | | | | 11.1 | | |
Shares issued as settlement of transaction expenses(5)
|
| | | | 171,569 | | | | | | 0.6 | | |
Shares issued to Nabors Lux pursuant to Nabors Backstop(6)
|
| | | | 681,620 | | | | | | 2.3 | | |
Total
|
| | | | 29,973,504 | | | | | | 100.0 | | |
| | |
Vast
Solar (IFRS) |
| |
NETC
(US GAAP) |
| |
NETC
Historical Financials adjustments (See Note 2) |
| | | | |
NETC
(US GAAP) — Pro Forma |
| |
IFRS
conversion and alignment (See Note 3) |
| | | | |
Transaction
Accounting Adjustments |
| | | | |
Pro
Forma Combined |
| |||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2,060 | | | | | | 765 | | | | | | — | | | | | | | | | 765 | | | | | | — | | | | | | | | | 106,628 | | | |
A
|
| | | | 19,937 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (4,455) | | | |
B
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (9,267) | | | |
C
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (5,460) | | | |
F
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 22,500 | | | |
J
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (4,830) | | | |
M
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (104,769) | | | |
H
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (2,863) | | | |
N
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (5,097) | | | |
O
|
| | |
|
—
|
| |
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | | |
|
—
|
| | | |
|
—
|
| | | | | | | | 6,850 | | | |
R
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 6,953 | | | |
S
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 10,922 | | | |
T
|
| | | | — | | |
Trade and other receivables
|
| | | | 314 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 314 | | |
R&D tax incentive receivable
|
| | | | 638 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 638 | | |
Prepaid expenses
|
| | | | 44 | | | | | | 188 | | | | | | — | | | | | | | | | 188 | | | | | | — | | | | | | | | | — | | | | | | | | | 232 | | |
Total current assets
|
| | |
|
3,056
|
| | | |
|
953
|
| | | | | — | | | | | | | |
|
953
|
| | | | | — | | | | | | | |
|
17,112
|
| | | | | | |
|
21,121
|
| |
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments held in Trust
|
| | | | — | | | | | | 105,444 | | | | | | 1,184 | | | |
a
|
| | | | 106,628 | | | | | | — | | | | | | | | | (106,628) | | | |
A
|
| | | | — | | |
Investment in joint venture accounted for using the equity method
|
| | | | 1,300 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 1,300 | | |
Loans and advances to related
parties |
| | | | 225 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 225 | | |
Property, plant and equipment
|
| | | | 30 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 30 | | |
Right-of-use-assets
|
| | | | 45 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 45 | | |
Total non-current assets
|
| | | | 1,600 | | | | | | 105,444 | | | | | | 1,184 | | | | | | | | | 106,628 | | | | | | — | | | | | | | | | (106,628) | | | | | | | | | 1,600 | | |
Total assets
|
| | | | 4,656 | | | | | | 106,397 | | | | | | 1,184 | | | | | | | | | 107,581 | | | | | | — | | | | | | | | | (89,516) | | | | | | | | | 22,721 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Borrowings
|
| | | | 19,812 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (19,812) | | | |
I
|
| | | | — | | |
Trade and other payables
|
| | | | 5,622 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 1,667 | | | |
iii
|
| | | | (5,097) | | | |
O
|
| | | | 2,192 | | |
Accounts payable and accrued liabilities
|
| | | | — | | | | | | 758 | | | | | | — | | | | | | | | | 758 | | | | | | (758) | | | |
iii
|
| | | | — | | | | | | | | | — | | |
Due to related party
|
| | | | — | | | | | | 909 | | | | | | — | | | | | | | | | 909 | | | | | | (909) | | | |
iii
|
| | | | — | | | | | | | | | — | | |
Income taxes payable
|
| | | | — | | | | | | 11 | | | | | | — | | | | | | | | | 11 | | | | | | — | | | | | | | | | — | | | | | | | | | 11 | | |
Convertible promissory note
|
| | | | — | | | | | | 3,646 | | | | | | 1,184 | | | |
a
|
| | | | 4,830 | | | | | | — | | | | | | | | | (4,830) | | | |
M
|
| | | | — | | |
Contract liabilities
|
| | | | 2 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 2 | | |
Lease liabilities
|
| | | | 26 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 26 | | |
Deferred consideration payable
|
| | | | 955 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 955 | | |
Provisions
|
| | | | 183 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 183 | | |
Derivative financial instruments
|
| | | | 18 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 149,800 | | | |
G
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (149,818) | | | |
I
|
| | | | — | | |
Total current liabilities
|
| | | | 26,618 | | | | | | 5,324 | | | | | | 1,184 | | | | | | | | | 6,508 | | | | | | — | | | | | | | | | (29,757) | | | | | | | | | 3,369 | | |
| | |
Vast
Solar (IFRS) |
| |
NETC
(US GAAP) |
| |
NETC
Historical Financials adjustments (See Note 2) |
| | | | |
NETC
(US GAAP) — Pro Forma |
| |
IFRS
conversion and alignment (See Note 3) |
| | | | |
Transaction
Accounting Adjustments |
| | | | |
Pro
Forma Combined |
| |||||||||||||||||||||
Non-current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred legal fees
|
| | | | — | | | | | | 5,460 | | | | | | — | | | | | | | | | 5,460 | | | | | | — | | | | | | | | | (5,460) | | | |
F
|
| | | | — | | |
Lease liabilities
|
| | | | 28 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 28 | | |
Provisions
|
| | | | 117 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 117 | | |
Warrant liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 4,405 | | | |
ii
|
| | | | — | | | | | | | | | 4,405 | | |
Borrowings
|
| | | | 7,134 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (7,134) | | | |
Q
|
| | | | — | | |
| | | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 10,922 | | | |
T
|
| | | | 10,922 | | |
Borrowings – Nabors Backstop
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 6,953 | | | |
S
|
| | | | 6,953 | | |
Derivative financial instruments
|
| | | | 174 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 1,508 | | | |
P
|
| | | | — | | |
| | | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (1,682) | | | |
Q
|
| | | | — | | |
Class A common stock subject to possible redemption
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 106,206 | | | |
i
|
| | | | (106,206) | | | |
E
|
| | |
|
—
|
| |
Total non-current liabilities
|
| | | | 7,453 | | | | | | 5,460 | | | | | | — | | | | | | | | | 5,460 | | | | | | 110,611 | | | | | | | | | (101,099) | | | | | | | | | 22,425 | | |
Total liabilities
|
| | | | 34,071 | | | | | | 10,784 | | | | | | 1,184 | | | | | | | | | 11,968 | | | | | | 110,611 | | | | | | | | | (130,856) | | | | | | | | | 25,794 | | |
Commitments and Contingencies
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 9,850,641 shares subject to redemption at $10.82 per share
|
| | | | — | | | | | | 105,022 | | | | | | 1,184 | | | |
a
|
| | | | 106,206 | | | | | | (106,206) | | | |
i
|
| | | | — | | | | | | | | | — | | |
Equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 6,900,000 shares issued and outstanding
|
| | | | — | | | | | | 1 | | | | | | — | | | | | | | | | 1 | | | | | | (1) | | | |
iii
|
| | | | — | | | | | | | | | — | | |
Class F common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 25 | | | |
iii
|
| | | | (25) | | | |
K
|
| | | | — | | |
Issued capital
|
| | | | 2,354 | | | | | | — | | | | | | (1,184) | | | |
a
|
| | | | (1,184) | | | | | | — | | | | | | | | | 22,500 | | | |
J
|
| | | | 294,352 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (308) | | | |
B
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 2,057 | | | |
C
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 106,206 | | | |
E
|
| | | | — | | |
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | | |
|
—
|
| | | |
|
—
|
| | | | | | | | (25,163) | | | |
D
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 25 | | | |
K
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 174,225 | | | |
I
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (2,863) | | | |
N
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (104,769) | | | |
H
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 105,606 | | | |
L
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 8,816 | | | |
Q
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | 6,850 | | | |
R
|
| | | | — | | |
Share-based payment reserve
|
| | | | 4 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (4) | | | |
I
|
| | | | — | | |
Reserves
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
– Foreign Currency translation
reserve |
| | | | 3,285 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 3,285 | | |
– Capital contribution reserve
|
| | | | 4,591 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (4,591) | | | |
I
|
| | | | — | | |
Accumulated losses
|
| | | | (39,649) | | | | | | (9,410) | | | | | | — | | | | | | | | | (9,410) | | | | | | (24) | | | |
iii
|
| | | | 25,163 | | | |
D
|
| | | | (300,710) | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (4,405) | | | |
ii
|
| | | | (4,147) | | | |
B
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (11,324) | | | |
C
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (105,606) | | | |
L
|
| | | | — | | |
| | | | | | | | | | | | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (1,508) | | | |
P
|
| | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | (149,800) | | | |
G
|
| | | | — | | |
Total equity
|
| | | | (29,415) | | | | | | (9,409) | | | | | | (1,184) | | | | | | | | | (10,593) | | | | | | (4,405) | | | | | | | | | 41,340 | | | | | | | | | (3,073) | | |
Total liabilities and equity
|
| | | | 4,656 | | | | | | 106,397 | | | | | | 1,184 | | | | | | | | | 107,581 | | | | | | — | | | | | | | | | (89,516) | | | | | | | | | 22,721 | | |
| | |
Vast
Solar (IFRS) |
| |
NETC
(US GAAP) |
| |
IFRS
conversion and alignment |
| | | | | | | |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |||||||||||||||
Revenue from customers
|
| | | | 268 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 268 | | |
Grant revenue
|
| | | | 651 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 651 | | |
Total Revenue
|
| | |
|
919
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | |
|
919
|
| |
Employee benefits expenses
|
| | | | 2,984 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 2,984 | | |
Consultancy expenses
|
| | | | 2,134 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 2,134 | | |
Administrative and other expenses
|
| | | | 8,080 | | | | | | 6,714 | | | | | | — | | | | | | | | | | | | (180) | | | | | | BB | | | | | | 124,367 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 105,606 | | | | | | EE | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 4,147 | | | | | | CC | | | | | | — | | |
Raw materials and consumables used
|
| | | | 600 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 600 | | |
Depreciation expense
|
| | | | 49 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 49 | | |
Finance costs, net
|
| | | | 2,518 | | | | | | — | | | | | | — | | | | | | | | | | | | (2,166) | | | | | | DD | | | | | | 680 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 328 | | | | | | GG | | | | | | — | | |
Interest income
|
| | | | — | | | | | | (8,750) | | | | | | — | | | | | | | | | | | | 8,750 | | | | | | AA | | | | | | — | | |
Share of loss of jointly controlled
entities |
| | | | 254 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 254 | | |
(Gain)/loss on derivative financial instruments (including warrants)
|
| | | | (105) | | | | | | — | | | | | | (2,753) | | | | | | FF | | | | | | — | | | | | | | | | | | | (2,753) | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 105 | | | | | | DD | | | | | | — | | |
Total expenses (income)
|
| | | | 16,514 | | | | | | (2,036) | | | | | | (2,753) | | | | | | | | | | | | 116,590 | | | | | | | | | | | | 128,315 | | |
Net (loss) income before income tax
|
| | | | (15,595) | | | | | | 2,036 | | | | | | 2,753 | | | | | | | | | | | | (116,590) | | | | | | | | | | | | (127,393) | | |
Income tax benefit (expense)
|
| | | | 378 | | | | | | (1,861) | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | (1,483) | | |
Net income (loss)
|
| | | | (15,217) | | | | | | 175 | | | | | | 2,753 | | | | | | | | | | | | (116,590) | | | | | | | | | | | | (128,879) | | |
Class A
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding basic and diluted
|
| | | | 25,129 | | | | | | 24,300 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,974 | | |
Net income (loss) per share – basic and
diluted |
| | | | (0.61) | | | | | | 0.01 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4.30) | | |
Class F
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding basic and diluted
|
| | | | | | | | | | 6,900 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per share – basic and
diluted |
| | | | | | | | | | 0.01 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | | | | | | |
|
Existing historical Vast shares, Existing Convertible Notes and MEP eliminated:
|
| | | | | | |
|
Convertible debt & shareholder loan
|
| | | $ | 19,812 | | |
|
Capital contribution reserve
|
| | | | 4,591 | | |
|
Derivative financial instruments
|
| | | | 149,818 | | |
|
Existing MEP shares
|
| | | | 4 | | |
|
Increase in issued capital
|
| | | $ | 174,225 | | |
| (In thousands) | | | | | | | |
| Ordinary Shares issued in exchange for the following: | | | | | | | |
|
NETC classes of stock:
|
| | | | | | |
|
Class A Common Stock
|
| | | | 171 | | |
|
Class F Common Stock
|
| | | | 3,000 | | |
|
Accelerated Earnback Shares and Incremental Funding Commitment
Fee |
| | | | 1,850 | | |
|
Ordinary Shares issued
|
| | | | 5,021 | | |
|
Fair value of Vast shares issued in exchange for NETC shares valued at $11.99 per share(a)
|
| | | $ | 60,202 | | |
|
Fair value of earnout for NETC Sponsor(b)
|
| | | | 22,576 | | |
|
Fair value of share consideration
|
| | | | 82,778 | | |
|
Adjusted NETC’s net liabilities(c)
|
| | | | 22,828 | | |
|
Transaction expense
|
| | | $ | 105,606 | | |
|
| | |
December 19,
2023 |
| |||
Share price at closing
|
| | | $ | 11.99 | | |
Expected volatility
|
| | | | 25.0% | | |
Expected dividend
|
| | | | 0.0% | | |
Risk-free rate
|
| | | | 3.90% | | |
|
Total assets
|
| | | | 107,581 | | |
|
Total current liabilities
|
| | | | (6,508) | | |
|
Deferred legal fees
|
| | | | (5,460) | | |
|
Warrant liabilities
|
| | | | (4,405) | | |
|
NETC cash transaction costs
|
| | | | (9,267) | | |
|
Redemptions of Trust Account
|
| | | | (104,769) | | |
|
Net Liabilities
|
| | | | (22,828) | | |
|
Pro forma net loss (in thousands)
|
| | | | (128,879) | | |
|
Net loss per share – basic and diluted
|
| | |
|
(4.30)
|
| |
|
Weighted average shares outstanding – basic and diluted
|
| | | | | | |
|
Legacy Vast shareholders(1)
|
| | | | 20,499,999 | | |
|
Former NETC public stockholders(2)
|
| | | | 804,616 | | |
|
NETC initial stockholders(3)
|
| | | | 4,500,000 | | |
|
Shares issued to Nabors Lux and AgCentral in connection with financing transactions(4)
|
| | | | 3,315,700 | | |
|
Shares issued as settlement of transaction expenses(5)
|
| | | | 171,569 | | |
|
Shares issued to Nabors Lux pursuant to Nabors Backstop(6)
|
| | | | 681,620 | | |
|
Total
|
| | | | 29,973,504 | | |
| | |
For the Year Ended
June 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(in thousands of $ unless
otherwise indicated) |
| |||||||||
Consolidated Statement of Profit or Loss and Other Comprehensive Income: | | | | | | | | | | | | | |
Revenue | | | | | | | | | | | | | |
Revenue from customers
|
| | | | 268 | | | | | | 163 | | |
Grant revenue
|
| | | | 651 | | | | | | 1,754 | | |
Total revenue
|
| | | | 919 | | | | | | 1,917 | | |
Expenses | | | | | | | | | | | | | |
Employee benefits expense
|
| | | | 2,984 | | | | | | 2,756 | | |
Consultancy expense
|
| | | | 2,134 | | | | | | 1,934 | | |
Administrative and other expenses
|
| | | | 8,080 | | | | | | 1,618 | | |
Raw materials and consumables used
|
| | | | 600 | | | | | | 241 | | |
Depreciation expense
|
| | | | 49 | | | | | | 47 | | |
Finance costs, net
|
| | | | 2,518 | | | | | | 2,119 | | |
Share in loss of jointly controlled entities
|
| | | | 254 | | | | | | 10 | | |
(Gain)/loss on derivative financial instruments
|
| | | | (105) | | | | | | 3 | | |
Total expenses
|
| | | | 16,514 | | | | | | 8,728 | | |
Net loss before income tax
|
| | | | (15,595) | | | | | | (6,811) | | |
Income tax benefit
|
| | | | 378 | | | | | | 618 | | |
Net loss
|
| | | | (15,217) | | | | | | (6,193) | | |
Other comprehensive income that may be reclassified to profit or net loss in subsequent periods:
|
| | | | | | | | | | | | |
Gain on foreign currency translation, net of tax
|
| | | | 891 | | | | | | 1,379 | | |
Total Comprehensive Loss for the year
|
| | | | (14,326) | | | | | | (4,814) | | |
| | |
Year Ended
June 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands)
|
| |||||||||
ARENA grant
|
| | | $ | — | | | | | $ | 1,001 | | |
R&D tax credit recoveries
|
| | | | 651 | | | | | | 753 | | |
| | | | $ | 651 | | | | | $ | 1,754 | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands)
|
| |||||||||
Refundable R&D tax offset for the year
|
| | | $ | 651 | | | | | $ | 753 | | |
R&D Tax credit recoveries recognized as grant income
|
| | | $ | 651 | | | | | $ | 753 | | |
Name
|
| |
Age
|
| |
Position
|
|
Craig Wood | | |
47
|
| | Chief Executive Officer and Director | |
Marshall (Mark) D. Smith | | |
64
|
| | Chief Financial Officer | |
Kurt Drewes | | |
50
|
| | Chief Technology Officer | |
Alec Waugh | | |
58
|
| | General Counsel | |
Sue Opie | | |
57
|
| | Chief People Officer | |
Peter Botten | | |
68
|
| | Chairman | |
Colleen Calhoun | | |
57
|
| | Director | |
Thomas Quinn | | |
62
|
| | Director | |
William Restrepo | | |
64
|
| | Director | |
Colin Richardson | | |
62
|
| | Director | |
John Yearwood | | |
65
|
| | Director | |
|
Requirements under the ASX Listing Rules /
Corporations Act |
| |
Requirement under the Nasdaq Listing
Rules / Certain U.S. federal securities laws |
|
|
Notice of general meetings
|
| |||
| A notice of a general meeting must be given by a listed company at least 28 days before the date of the meeting. The company is required to give notice only to shareholders entitled to vote at the meeting, as well as the directors and auditor of the company. | | | Notice of general meetings is not governed by the Nasdaq Listing Rules. Additionally, Foreign Private Issuers are not subject to U.S. proxy rules. Notice of general meetings will be governed by the Constitution. | |
|
Continuous disclosure
|
| |||
| Under the ASX Listing Rules, subject to some exceptions, a listed company must immediately disclose to ASX any information concerning it, which a reasonable person would expect to have a material effect on the price or value of the company’s shares. | | |
Under the Nasdaq Listing Rules, the Nasdaq-listed company shall make prompt disclosure to the public through a Regulation FD compliant method of any material information that would reasonably be expected to affect the value of its securities or influence investor’s decisions. In the absence of the Nasdaq Listing Rules, Foreign Private Issuers are not subject to Regulation FD, which governs the fair disclosure of material non-public information.
Foreign Private Issuers are also required to publicly report certain types of material information on Form 6-K under the Exchange Act. A Nasdaq-listed Foreign Private Issuer is required to submit a Form 6-K to the SEC containing semi-annual unaudited financial information no later than six months following the end of the company’s second fiscal quarter.
|
|
|
Disclosure of substantial shareholdings
|
| |||
| A person who obtains a voting power in 5% or more of an ASX listed company is required to publicly disclose that fact within two business days after becoming aware of that fact via the filing of a substantial holding notice. A person’s voting power consists of their own relevant interest in shares plus the relevant interests of their associates. A further notice must be filed within two business days after each subsequent voting power change of 1% or more, and after the person ceases to have a voting power of 5% or more. The notice must attach all documents which contributed to the voting power the person obtained or provide a written description of arrangements which are not in writing. | | |
Disclosure of substantial shareholdings is not governed by the Nasdaq Listing Rules. Disclosure requirements are governed by U.S. securities laws.
Shareholders who acquire more than 5% of the outstanding shares of a class of securities registered under the Exchange Act must file beneficial ownership reports on Schedule 13D or 13G until their holdings drop below 5%.
Schedule 13G is an abbreviated version of 13D that may be available based on facts and circumstances. Schedule 13D reports the acquisition and other information within 10 days after the purchase. Prompt amendment must be made regarding any material changes in the facts contained in the schedule.
|
|
|
Requirements under the ASX Listing Rules /
Corporations Act |
| |
Requirement under the Nasdaq Listing
Rules / Certain U.S. federal securities laws |
|
|
Financial reporting
|
| |||
| Under the ASX Listing Rules, subject to some exceptions, a listed company must prepare and lodge with ASIC and the ASX financial reports and statements on an annual, half-yearly and, in some cases, quarterly basis. | | |
Under the Exchange Act, a Foreign Private Issuer must file an annual report on Form 20-F containing detailed financial and non-financial disclosure. Foreign Private Issuers must make their U.S. investors aware of the significant ways in which their corporate governance practices differ from those required of domestic companies under Nasdaq Listing Rules by including a brief, general summary in the annual report on Form 20-F.
Under the Nasdaq Listing Rules, a Foreign Private Issuer must:
•
submit on Form 6-K an interim balance sheet and income statement as of the end of its second quarter, within six months of the end of the second quarter.
•
make available to shareholders an annual report containing the company’s financial statements within a reasonable period of time following the filing of the annual report with the SEC.
However, a Foreign Private Issuer may follow its home country practice in lieu of certain requirements related to financial reporting under the Nasdaq Listing Rules.
|
|
|
Issues of new shares
|
| |||
|
Subject to specific exceptions, the ASX Listing Rules apply to restrict a listed company from issuing, or agreeing to issue, more equity securities (including shares and options) in a 12-month period without the approval of shareholders, than the number calculated as follows:
15% of the total of:
•
the number of fully paid ordinary shares on issue 12 months before the date of the issue or agreement; plus
•
the number of fully paid ordinary shares issued in the 12 months under a specified exception; plus
•
the number of partly paid ordinary shares share that became fully paid in the 12 months; plus
•
the number of fully paid ordinary shares issued in the 12 months with shareholder approval; less
•
the number of fully paid ordinary shares cancelled in the 12 months; less
•
the number of equity securities issued or agreed to be issued in the 12 months before the date of issue or agreement to issue but not under a specified exception or with shareholder approval.
|
| |
Under the Nasdaq Listing Rules, a Company must notify Nasdaq when listing additional shares. Such notification shall happen at least 15 calendar days prior to:
•
establishing or materially amending a stock option plan, purchase plan or other equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants without shareholder approval (with some timing exceptions for certain equity grants to induce employment subject exception); or
•
issuing securities that may potentially result in a change of control of the company; or
•
issuing any common stock or security convertible into common stock in connection with the acquisition of the stock or assets of another company, if any officer or director or substantial shareholder of the company has a 5% or greater interest (or if such persons collectively have a 10% or greater interest) in the company to be acquired or in the consideration to be paid; or
•
issuing any common stock, or any security
|
|
|
Requirements under the ASX Listing Rules /
Corporations Act |
| |
Requirement under the Nasdaq Listing
Rules / Certain U.S. federal securities laws |
|
| Subject to certain exceptions, the ASX Listing Rules require the approval of shareholders by ordinary resolution in order for a listed entity to issue shares or options to directors. | | |
convertible into common stock in a transaction that may result in the potential issuance of common stock (or securities convertible into common stock) greater than 10% of the either the total shares outstanding or the voting power outstanding on a pre-transaction basis.
Additionally, under the Nasdaq Listing Rules, a company cannot create a new class of security that votes at a higher rate than an existing class of securities or take any other action that has the effect of restricting or reducing the voting rights of an existing class of securities.
|
|
|
Remuneration of directors and officers
|
| |||
|
Under the ASX Listing Rules, the maximum amount to be paid to directors for their services as a director (other than the salary of an executive director) is not to exceed the amount approved by shareholders in a general meeting.
The company’s annual report includes a remuneration report within the directors’ report. This remuneration report is required to include a discussion of the company directors’ policy in relation to remuneration of key management personnel of the company.
Under the Corporations Act, a listed company must put its remuneration report to a shareholder vote at its annual general meeting. If in two consecutive annual general meetings, 25% or more of the votes cast on the resolution vote against adopting the remuneration report, a ‘spill resolution’ must then be put to shareholders. A spill resolution is a resolution that a spill meeting be held and all directors (other than a managing director who is exempt from the retirement by rotation requirements) cease to hold office immediately before the end of the spill meeting. If the spill resolution is approved by the majority of votes cast on the resolution, a spill meeting will be held within 90 days at which directors wishing to remain directors must stand for re-election.
|
| |
Nasdaq Listing Rules require a Nasdaq-listed company to publicly disclose the material terms of agreements between directors or director nominees and any third-party relating to compensation in connection with their service as a director. A Foreign Private Issuer, however, may follow home country practice in lieu of certain requirements related to director compensation, but must (a) disclose to the SEC in its annual reports each requirement it does not follow and describe the home country practice followed, and (b) submit to Nasdaq a written statement from an independent counsel in the home country certifying that the company’s practices are not prohibited by the home country’s laws.
Under Form 20-F, Foreign Private Issuers must report certain information with respect to executive and director compensation and benefits, as well as information related to director and executive share ownership.
Generally, the size and net worth of the company are taken into consideration when determining director and officer compensation. In the U.S., most public companies utilize a consultant to provide peer benchmarking for reasonable compensation metrics.
|
|
|
Termination benefits
|
| |||
| Under the ASX Listing Rules, a listed entity must ensure that no director or other officer will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that are or may become payable to all officers together exceed 5% of the equity interests of the entity as set out in its latest financial statements given to the ASX. The 5% limit may, however, be exceeded with shareholder approval. | | |
Termination benefits are not governed by the Nasdaq Listing Rules.
Under the Sarbanes-Oxley Act, the CEO and CFO of a U.S. publicly listed company must forfeit previously paid bonuses if the company is required to prepare an accounting restatement due to material non-compliance of the company.
|
|
|
Requirements under the ASX Listing Rules /
Corporations Act |
| |
Requirement under the Nasdaq Listing
Rules / Certain U.S. federal securities laws |
|
|
Transactions involving related parties
|
| |||
|
Related party financial benefits
The Corporations Act prohibits a public company from giving a related party a financial benefit unless:
•
it obtains the approval of shareholders and gives the benefit within 15 months after receipt of such approval; or
•
the financial benefit is exempt.
A related party is defined by the Corporations Act to include any entity which controls the public company, directors of the public company, directors of any entity which controls the public company and, in each case, spouses and certain relatives of such persons.
Exempt financial benefits include indemnities, insurance premiums and payments for legal costs which are not otherwise prohibited by the Corporations Act and benefit given on arm’s length terms.
Acquisition and disposal of a substantial asset to a related party
The ASX Listing Rules prohibit a listed entity from acquiring a substantial asset (an asset the value or consideration for which is 5% or more of the entity’s equity interests) from, or disposing of a substantial asset to, certain related parties of the entity, unless it obtains the approval of shareholders. The related parties include directors, persons who have or have had (in aggregate with any of their associates) in the prior six-month period an interest in 10% or more of the shares in the company and, in each case, any of their associates. The provisions apply even where the transaction may be on arm’s length terms.
Issue of shares to directors
The ASX Listing Rules also prohibit a listed entity from issuing or agreeing to issue shares to a director unless it obtains the approval of shareholders, or the share issue is exempt. Exempt share issues include issues made pro rata to all shareholders, under an underwriting agreement in relation to a pro rata issue, under certain dividend or distribution plans or under an approved employee incentive plan.
|
| |
Under the Nasdaq Listing Rules, each company shall conduct an appropriate review and oversight of all related party transactions for potential conflicts of interest on an ongoing basis by the audit committee or another independent body of the board of directors.
For non-U.S. issuers, the term “Related Party Transaction” refers to transactions that must be disclosed pursuant to Form 20-F, which requires the company to provide certain information (nature and extent of any transactions or presently proposed which are material to the company or related party, or that are unusual; and amount of loans and guarantees made by the company to or for the benefit of a related party) with respect to transactions or loans between the company and
•
enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the company;
•
associates;
•
individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the company, and close members of any such individual’s family;
•
key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the company, including directors and senior management of companies and close members of such individuals’ families; and
•
enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in the two preceding bullets or over which such a person is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the company and enterprises that have a member of key management in common with the company. Close members of an individual’s family are those that may be expected to influence, or be influenced by, that person in their dealings with the company.
An associate is an unconsolidated enterprise in which the company has a significant influence, or which has significant influence over the company. Significant influence over an enterprise is the power
|
|
|
Requirements under the ASX Listing Rules /
Corporations Act |
| |
Requirement under the Nasdaq Listing
Rules / Certain U.S. federal securities laws |
|
| | | | to participate in the financial and operating policy decisions of the enterprise but is less than control over those policies. Shareholders beneficially owning a 10% interest in the voting power of the company are presumed to have a significant influence on the company. | |
| | | | A Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, except as described under “Corporate governance” below. | |
|
Significant transactions
|
| |||
| Under the ASX Listing Rules, where a company proposes a significant change to the nature or scale of its activities or floats significant assets, it must provide full details to the ASX as soon as practicable. It must do so in any event before making the change. If the significant change involves the entity disposing of its main undertaking, the entity must get the approval of all holders of its ordinary shares and comply with any requirements of the ASX in relation to the notice of meeting, which must include a voting exclusion statement. Any agreement to dispose of its main undertaking must be conditional on the entity getting approval. A company must not dispose of a major asset without offer or approval for no offer. | | |
Under the Nasdaq Listing Rules, shareholder approval is prior to an issuance of securities in connection with:
•
the acquisition of the stock or assets of another company;
•
equity-based compensation of officers, directors, employees or consultants;
•
a change of control; and
•
transactions other than public offerings.
A Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, except as described under “Corporate governance” below.
|
|
|
Nomination and rotation of directors
|
| |||
|
Nomination
Under the ASX Listing Rules, a listed company must accept nominations for the election of directors up to 35 business days (or 30 business days in the case of a meeting requested by shareholders) before the date of a general meeting at which the directors may be elected, unless the company’s constitution provides otherwise.
Rotation
The ASX Listing Rules require that:
•
a director, other than the managing director and directors appointed to fill casual vacancies or as additions to the board, must not hold office past the third annual general meeting following the director’s appointment or three years, whichever is longer, without submitting himself or herself for re-elections; and
•
directors appointed to fill casual vacancies or as additions to the board do not hold office (without re-election) past the next annual general meeting.
|
| |
Nomination
Under the Nasdaq Listing Rules, director nominees must either be selected or recommended for the board’s selection, either by:
•
Independent Directors constituting a majority of the Board’s Independent Directors in a vote in which only Independent Directors participate, or
•
A nomination committee comprised solely of Independent Directors.
Each company must certify it has adopted a formal written charter or board resolution addressing the nominations process.
A Foreign private Issuer may follow its home county practice in lieu of the Nasdaq Listing Rules 5600 Series, except as described under “Corporate governance” below.
Rotation.
There is no formal rotation or term limit requirement under the Nasdaq Listing Rules, although the Company can institute term limits in its corporate governance policies.
|
|
|
Requirements under the ASX Listing Rules /
Corporations Act |
| |
Requirement under the Nasdaq Listing
Rules / Certain U.S. federal securities laws |
|
| | | | Directors are subject to re-election every year at the annual meeting of shareholders, unless a classified board is put in place. | |
| | | | A Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, except as described under “Corporate governance” below. | |
|
Corporate governance
|
| |||
|
The ASX Corporate Governance Council has published the ASX Corporate Governance Principles and Recommendations (the “Recommendations”), which sets out eight central principles which are intended to assist companies to achieve good governance outcomes and meet the reasonable expectations of most investors.
Listed companies are required to provide a statement in their annual report to shareholders disclosing the extent to which they have followed the Recommendations in the reporting period and where they have not followed all the Recommendations, identify the Recommendations that have not been followed and the reasons for not following them. It is not mandatory to follow the Recommendations.
The eight central principles are:
•
lay solid foundations for management and oversight;
•
structure the board to be effective and add value;
•
instill a culture of acting lawfully, ethically and responsibly;
•
safeguard the integrity of corporate reports;
•
make timely and balanced disclosure;
•
respect the rights of security holders;
•
recognize and manage risk; and
•
remunerate fairly and responsibly.
|
| |
Under the Nasdaq Listing Rules 5600 Series, Nasdaq has established Corporate Governance Requirements for all listed Companies. Companies are required to follow the published requirements, unless an applicable exemption exists. One such exemption allows a Foreign Private Issuer to follow its home country practice in lieu of the requirements of the Rule 5600 Series, except that it must comply with:
•
Notification of Noncompliance requirement (Rule 5625);
•
Voting Rights requirement (Rule 5640);
•
The Diverse Board Representation Rule (Rule 5605(f));
•
The Board Diversity Disclosure Rule (Rule 5606);
•
Having an audit committee that satisfies Rule 5605(c)(3) and ensure that members meet the independence requirement of Rule 5605(c)(2)(A)(ii)
|
|
Beneficial Owners
|
| |
Ordinary Shares
|
| |
% of Total
Ordinary Shares |
| ||||||
Directors and Executive Officers(1) | | | | | | | | | | | | | |
Craig Wood(2)
|
| | | | 661,331 | | | | | | 2.2% | | |
Marshall (Mark) D. Smith
|
| | | | — | | | | | | — | | |
Kurt Drewes(3)
|
| | | | 396,799 | | | | | | 1.3% | | |
Alec Waugh
|
| | | | — | | | | | | — | | |
Sue Opie
|
| | | | — | | | | | | — | | |
Peter Botten
|
| | | | — | | | | | | — | | |
Colleen Calhoun(4)
|
| | | | 100,000 | | | | | | * | | |
William Restrepo(5)
|
| | | | 687,604 | | | | | | 2.3% | | |
Colin Richardson
|
| | | | — | | | | | | — | | |
John Yearwood(6)
|
| | | | 923,762 | | | | | | 3.0% | | |
Tom Quinn
|
| | | | — | | | | | | — | | |
All directors and executive officers as a group (11 individuals)
|
| | | | 2,770,996 | | | | | | 8.9% | | |
Five Percent or More Shareholders | | | | | | | | | | | | | |
AgCentral Energy Pty Limited(7)
|
| | | | 21,980,633 | | | | | | 73.3% | | |
Nabors Lux 2 S.a.r.l.(8)
|
| | | | 11,907,025 | | | | | | 31.8% | | |
Anthony G. Petrello(9)
|
| | | | 3,299,151 | | | | | | 10.2% | | |
| | |
Ordinary Shares
|
| | |
Warrants to Purchase Ordinary Shares
|
| ||||||||||||||||||||||||||||||
Name
|
| |
Ordinary
Shares Beneficially Owned Prior to Offering |
| |
Ordinary Shares
Registered Hereby |
| |
Ordinary Shares
Beneficially Owned After Sale of all Ordinary Shares Offered Hereby |
| | |
Beneficially
Owned Prior to Offering |
| |
Number
Registered for Sale Hereby |
| |
Beneficially
Owned After Sale of All Warrants Offered Hereby |
| ||||||||||||||||||
Nabors Lux 2 S.A.R.L.(1)
|
| | | | 11,907,025 | | | | | | 11,907,025 | | | | | | — | | | | | | | 7,441,500 | | | | | | 7,441,500 | | | | | | — | | |
Nabors Energy Transition Sponsor LLC(2)
|
| | | | — | | | | | | 2,400,000 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
William J. Restrepo(3)
|
| | | | 687,604 | | | | | | 687,604 | | | | | | — | | | | | | | 575,000 | | | | | | 575,000 | | | | | | — | | |
John Yearwood(4)
|
| | | | 923,762 | | | | | | 923,762 | | | | | | — | | | | | | | 700,000 | | | | | | 700,000 | | | | | | — | | |
Guillermo Sierra(5)
|
| | | | 492,242 | | | | | | 492,242 | | | | | | — | | | | | | | 440,000 | | | | | | 440,000 | | | | | | — | | |
Colleen Calhoun(6)
|
| | | | 100,000 | | | | | | 100,000 | | | | | | — | | | | | | | 50,000 | | | | | | 50,000 | | | | | | — | | |
Anthony G. Petrello(7)
|
| | | | 799,151 | | | | | | 799,151 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Maria J. Dreyfus(8)
|
| | | | 225,000 | | | | | | 225,000 | | | | | | — | | | | | | | 150,000 | | | | | | 150,000 | | | | | | — | | |
Jennifer G. Roberts(9)
|
| | | | 50,000 | | | | | | 50,000 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
AgCentral Energy Pty
Ltd(10) |
| | | | 22,164,857 | | | | | | 22,164,857 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Bruce A. Leslie(11)
|
| | | | 300,664 | | | | | | 300,664 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Christina G. Hall(12)
|
| | | | 210,464 | | | | | | 210,464 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Craig D. Wood(13)
|
| | | | 751,659 | | | | | | 751,659 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Kurt F. Drewes(14)
|
| | | | 450,996 | | | | | | 450,996 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Lachlan P. Roberts(15)
|
| | | | 300,664 | | | | | | 300,664 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Simon M. Woods(16)
|
| | | | 150,332 | | | | | | 150,332 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Valentino M. Pagura(17)
|
| | | | 150,332 | | | | | | 150,332 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Vast Renewables Limited Employee Share Trust(18)
|
| | | | 300,664 | | | | | | 300,664 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Cynthia A. Petrello Revocable
Trust(19) |
| | | | 2,499,000 | | | | | | 2,499,000 | | | | | | — | | | | | | | 2,499,000 | | | | | | 2,499,000 | | | | | | — | | |
Guggenheim Securities, LLC(20)
|
| | | | 171,569 | | | | | | 171,569 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | |
Remington SPAC W, LLC(21)
|
| | | | 801,000 | | | | | | 801,000 | | | | | | — | | | | | | | 801,000 | | | | | | 801,000 | | | | | | — | | |
Tatiermo Design, LLC(22)
|
| | | | 200,000 | | | | | | 200,000 | | | | | | — | | | | | | | 200,000 | | | | | | 200,000 | | | | | | — | | |
Category
|
| |
Number of
Offered Securities |
| |
Effective
Purchase Price per Offered Security |
| |
Potential
Profit per Offered Security(1) |
| |||||||||
Ordinary Shares exchanged for the Founder Shares
|
| | | | 1,809,588 | | | | | $ | 0.004(2) | | | | | $ | 2.43 | | |
Ordinary Shares issued pursuant to the Nabors Backstop Agreement
|
| | | | | | | | | | | | | | | | | | |
Incremental Funding Commitment Fee
|
| | | | 350,000 | | | | | | —(3) | | | | | $ | 2.43 | | |
Shares purchased pursuant to the Nabors Backstop Agreement
|
| | | | 681,620 | | | | | $ | 10.20(3) | | | | | | * | | |
Accelerated Earnback Shares
|
| | | | 1,500,000 | | | | | | —(3) | | | | | $ | 2.43 | | |
Ordinary Shares issued to AgCentral
|
| | | | 18,198,566 | | | | | $ | 1.31(4) | | | | | $ | 1.12 | | |
Ordinary Shares held by the MEP Participants and an employee share trust
|
| | | | 2,301,433 | | | | | | —(5) | | | | | $ | 2.43 | | |
Ordinary Shares issued upon conversion of the Senior Convertible
Notes |
| | | | 1,250,014 | | | | | $ | 10.20 | | | | | | * | | |
Category
|
| |
Number of
Offered Securities |
| |
Effective
Purchase Price per Offered Security |
| |
Potential
Profit per Offered Security(1) |
| |||||||||
Ordinary Shares issued pursuant to the Equity Subscription Agreements
|
| | | | 1,715,686 | | | | | $ | 10.20 | | | | | | * | | |
Guggenheim Ordinary Shares
|
| | | | 171,569 | | | | | $ | 10.20(6) | | | | | | * | | |
Earnback Shares
|
| | | | 2,400,000 | | | | | | —(7) | | | | | $ | 2.43 | | |
Earnout Shares
|
| | | | 2,799,999 | | | | | | —(8) | | | | | $ | 2.43 | | |
Private Warrants
|
| | | | 12,416,500 | | | | | $ | 1.00 | | | | | | * | | |
Shares underlying Private Warrants
|
| | | | 12,416,500 | | | | | $ | 11.50 | | | | | | * | | |
Ordinary Shares purchased on the market
|
| | | | 2,010 | | | | | $ | 3.83 | | | | | | * | | |
Public Warrants
|
| | | | 440,000 | | | |
$ 0.10 – 0.15
|
| | |
|
(9)
|
| | |||
Shares underlying Public Warrants
|
| | | | 440,000 | | | | | $ | 11.50 | | | | | | * | | |
| | |
U.S. Dollar
|
| |||
SEC Registration Fee
|
| | | $ | 63,518 | | |
Legal Fees and Expenses
|
| | | $ | 100,000 | | |
Accounting Fees and Expenses
|
| | | $ | 150,000 | | |
Printing Expenses
|
| | | $ | 50,000 | | |
Miscellaneous Expenses
|
| | | $ | 10,000 | | |
Total
|
| | | $ | 373,518 | | |
Vast
|
| |
Page
|
| |||
Audited Consolidated Financial Statements | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
SiliconAurora
|
| |
Page
|
| |||
Audited Financial Statements | | | |||||
| | | | F-46 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
| | | | F-50 | | | |
| | | | F-51 | | | |
| | | | F-52 | | |
NETC
|
| |
Page
|
| |||
Audited Financial Statements | | | | | | | |
| | | | F-67 | | | |
| | | | F-68 | | | |
| | | | F-69 | | | |
| | | | F-70 | | | |
| | | | F-71 | | | |
| | | | F-72 | | | |
Unaudited Financial Statements | | | | | | | |
| | | | F-85 | | | |
| | | | F-86 | | | |
| | | | F-87 | | | |
| | | | F-88 | | | |
| | | | F-89 | | |
| | |
Year Ended
June 30, 2023 |
| |
Year Ended
June 30, 2022 |
| ||||||
| | |
(In thousands of US Dollars,
except per share amounts) |
| |||||||||
Revenue: | | | | | | | | | | | | | |
Revenue from customers
|
| | | $ | 268 | | | | | $ | 163 | | |
Grant revenue
|
| | | | 651 | | | | | | 1,754 | | |
Total revenue
|
| | | | 919 | | | | | | 1,917 | | |
Expenses: | | | | | | | | | | | | | |
Employee benefits expenses
|
| | | | 2,984 | | | | | | 2,756 | | |
Consultancy expenses
|
| | | | 2,134 | | | | | | 1,934 | | |
Administrative and other expenses
|
| | | | 8,080 | | | | | | 1,618 | | |
Raw materials and consumables used
|
| | | | 600 | | | | | | 241 | | |
Depreciation expense
|
| | | | 49 | | | | | | 47 | | |
Finance costs, net
|
| | | | 2,518 | | | | | | 2,119 | | |
Share in loss of jointly controlled entities
|
| | | | 254 | | | | | | 10 | | |
(Gain)/loss on derivative financial instruments
|
| | | | (105) | | | | | | 3 | | |
Total expenses
|
| | | | 16,514 | | | | | | 8,728 | | |
Net loss before income tax
|
| | | | (15,595) | | | | | | (6,811) | | |
Income tax benefit
|
| | | | 378 | | | | | | 618 | | |
Net loss
|
| | | | (15,217) | | | | | | (6,193) | | |
Gain on foreign currency translation
|
| | | | 891 | | | | | | 1,379 | | |
Total comprehensive loss for the year
|
| | | $ | (14,326) | | | | | $ | (4,814) | | |
Loss per share: | | | | | | | | | | | | | |
Basic loss per share
|
| | | $ | (0.61) | | | | | $ | (0.25) | | |
Diluted loss per share
|
| | | $ | (0.61) | | | | | $ | (0.25) | | |
Weighted-average number of common shares outstanding (in thousands): | | | | | | | | | | | | | |
Basic
|
| | | | 25,129 | | | | | | 25,129 | | |
Diluted
|
| | | | 25,129 | | | | | | 25,129 | | |
| | |
June 30,
2023 |
| |
June 30,
2022 |
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 2,060 | | | | | $ | 423 | | |
Trade and other receivables
|
| | | | 314 | | | | | | 81 | | |
R&D tax incentive receivable
|
| | | | 638 | | | | | | 714 | | |
Prepaid expenses
|
| | | | 44 | | | | | | 31 | | |
Total current assets
|
| | | | 3,056 | | | | | | 1,249 | | |
Non-current assets: | | | | | | | | | | | | | |
Investment in joint venture accounted for using the equity method
|
| | | | 1,300 | | | | | | 1,597 | | |
Loans and advances to related parties
|
| | | | 225 | | | | | | 43 | | |
Property, plant and equipment
|
| | | | 30 | | | | | | 19 | | |
Right-of-use-assets
|
| | | | 45 | | | | | | 81 | | |
Total non-current assets
|
| | | | 1,600 | | | | | | 1,740 | | |
Total assets
|
| | | $ | 4,656 | | | | | $ | 2,989 | | |
Liabilities | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Borrowings
|
| | | $ | 19,812 | | | | | $ | — | | |
Derivative financial instruments
|
| | | | 18 | | | | | | — | | |
Trade and other payables
|
| | | | 5,622 | | | | | | 1,544 | | |
Contract liabilities
|
| | | | 2 | | | | | | 104 | | |
Lease liabilities
|
| | | | 26 | | | | | | 37 | | |
Deferred consideration payable
|
| | | | 955 | | | | | | 1,578 | | |
Provisions
|
| | | | 183 | | | | | | 148 | | |
Total current liabilities
|
| | | | 26,618 | | | | | | 3,411 | | |
Non-current liabilities: | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 28 | | | | | | 56 | | |
Borrowings
|
| | | | 7,134 | | | | | | 15,632 | | |
Provisions
|
| | | | 117 | | | | | | 86 | | |
Derivative financial instruments
|
| | | | 174 | | | | | | 32 | | |
Total non-current liabilities
|
| | | | 7,453 | | | | | | 15,806 | | |
Total liabilities
|
| | | $ | 34,071 | | | | | $ | 19,217 | | |
Equity: | | | | | | | | | | | | | |
Issued capital
|
| | | $ | 2,354 | | | | | $ | 2,354 | | |
Share-based payment reserve
|
| | | | 4 | | | | | | 4 | | |
Foreign currency translation reserve
|
| | | | 3,285 | | | | | | 2,394 | | |
Capital contribution reserve
|
| | | | 4,591 | | | | | | 3,452 | | |
Accumulated losses
|
| | | | (39,649) | | | | | | (24,432) | | |
Total deficit
|
| | | $ | (29,415) | | | | | $ | (16,228) | | |
Total liabilities and equity
|
| | | $ | 4,656 | | | | | $ | 2,989 | | |
| | | | | | | | | | | | | | |
Reserves
|
| | | | | | | | | | | | | |||||||||
(In thousands of US Dollars)
|
| |
Issued
Capital |
| |
Share-based
Payment Reserve |
| |
Capital
Contribution |
| |
Foreign
Currency Translation |
| |
Accumulated
Losses |
| |
Total
Equity/ (Deficit) |
| ||||||||||||||||||
As of July 1, 2021
|
| | | $ | 2,354 | | | | | $ | 4 | | | | | $ | 1,755 | | | | | $ | 1,015 | | | | | $ | (18,239) | | | | | $ | (13,111) | | |
Loss for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,193) | | | | | | (6,193) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,379 | | | | | | — | | | | | | 1,379 | | |
Modification of convertible notes, net of tax
|
| | | | — | | | | | | — | | | | | | 1,697 | | | | | | — | | | | | | — | | | | | | 1,697 | | |
As of June 30, 2022
|
| | | $ | 2,354 | | | | | $ | 4 | | | | | $ | 3,452 | | | | | $ | 2,394 | | | | | $ | (24,432) | | | | | $ | (16,228) | | |
Loss for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,217) | | | | | | (15,217) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 891 | | | | | | — | | | | | | 891 | | |
Modification of convertible notes, shareholder loan, net of tax
|
| | | | — | | | | | | — | | | | | | 1,139 | | | | | | — | | | | | | — | | | | | | 1,139 | | |
As of June 30, 2023
|
| | | $ | 2,354 | | | | | $ | 4 | | | | | $ | 4,591 | | | | | $ | 3,285 | | | | | $ | (39,649) | | | | | $ | (29,415) | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Cash from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (15,217) | | | | | $ | (6,193) | | |
Adjustments to net loss: | | | | | | | | | | | | | |
Share in loss of jointly controlled entities
|
| | | | 254 | | | | | | 10 | | |
Depreciation and amortization expense
|
| | | | 49 | | | | | | 47 | | |
Non-cash finance costs recognised in profit or loss
|
| | | | 2,518 | | | | | | 2,118 | | |
Unrealised (gain)/loss on derivative financial instruments
|
| | | | (105) | | | | | | 3 | | |
Deferred income tax expense/(benefit)
|
| | | | (378) | | | | | | (618) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Trade and other receivables
|
| | | | (233) | | | | | | 68 | | |
Prepaid expenses
|
| | | | (13) | | | | | | (28) | | |
R&D tax incentive receivable
|
| | | | 76 | | | | | | 35 | | |
Contract liabilities
|
| | | | (102) | | | | | | 104 | | |
Trade and other payables
|
| | | | 4,079 | | | | | | 1,149 | | |
Deferred income
|
| | | | — | | | | | | (1,037) | | |
Provisions
|
| | | | 66 | | | | | | 17 | | |
Foreign exchange differences
|
| | | | (45) | | | | | | 215 | | |
Net cash used in operating activities
|
| | | $ | (9,051) | | | | | $ | (4,110) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Acquisition of interest in joint venture
|
| | | | — | | | | | | (67) | | |
Interest received
|
| | | | 9 | | | | | | 1 | | |
Loans and advances paid to related parties
|
| | | | (144) | | | | | | (43) | | |
Purchases of property, plant and equipment
|
| | | | (33) | | | | | | (15) | | |
Net cash used in investing activities
|
| | | $ | (168) | | | | | $ | (124) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Payment of deferred consideration
|
| | | | (607) | | | | | | — | | |
Proceeds from borrowings
|
| | | | 11,515 | | | | | | 1,838 | | |
Repayment of lease liabilities
|
| | | | (37) | | | | | | (45) | | |
Net cash generated by financing activities
|
| | | $ | 10,871 | | | | | $ | 1,793 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | 1,652 | | | | | | (2,441) | | |
Effect of exchange rate changes on cash
|
| | | | (15) | | | | | | (234) | | |
Cash and cash equivalents at the beginning of the year
|
| | | | 423 | | | | | | 3,098 | | |
Cash and cash equivalents at the end of the year
|
| | | $ | 2,060 | | | | | $ | 423 | | |
Class of Property, plant and equipment
|
| |
Depreciation rate
|
| |||
Office equipment
|
| | | | 10 – 50% | | |
Title
|
| |
Key requirements
|
| |
Effective date
|
|
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
|
| |
The amendments to IAS 12 Income Taxes require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities. The amendment should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, entities should recognise deferred tax assets (to the extent that it is probable that they can be utilised) and deferred tax liabilities at the beginning of the earliest comparative period for all deductible and taxable temporary differences associated with:
•
right-of-use assets and lease liabilities, and
•
decommissioning, restoration and similar liabilities, and the corresponding amounts recognised as part of the cost of the related assets.
The cumulative effect of recognising these adjustments is recognised in retained earnings, or another component of equity, as appropriate. IAS 12 did not previously address how to account for the tax effects of on-balance sheet leases and similar transactions and various approaches were considered acceptable. Some entities may have already accounted for such transactions consistent with the new requirements. These entities will not be affected by the amendments.
Vast has elected to early adopt the above amendment from July 1, 2019.
|
| |
January 1, 2023
|
|
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2
|
| | The IASB amended IAS 1 to require entities to disclose their material rather than their significant accounting policies. The amendments define what is ‘material accounting policy information’ and explain how to | | |
January 1, 2023
|
|
Title
|
| |
Key requirements
|
| |
Effective date
|
|
| | |
identify when accounting policy information is material. They further clarify that immaterial accounting policy information does not need to be disclosed. If it is disclosed, it should not obscure material accounting information. To support this amendment, the IASB also amended IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on how to apply the concept of materiality to accounting policy disclosures.
Vast has elected to early adopt the above amendment from July 1, 2020.
|
| | | |
Definition of Accounting Estimates – Amendments to IAS 8
|
| |
The amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. The distinction is important, because changes in accounting estimates are applied prospectively to future transactions and other future events, but changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current period.
The adoption of this amendment had no effect for Vast.
|
| |
January 1, 2023
|
|
Title
|
| |
Key requirements
|
| |
Effective date
|
|
Classification of Liabilities as Current or Non-current – Amendments to IAS 1
|
| | The narrow-scope amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability. The amendments could affect the classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification and for some liabilities that can be converted into equity. They must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. | | |
January 1, 2024
|
|
Lease Liability in a Sale and Leaseback – (Amendments to IFRS 16) | | |
The amendment clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale.
|
| |
January 1, 2024
|
|
Non-current Liabilities with Covenants – (Amendments to IAS 1) | | |
The amendment clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability.
|
| |
January 1, 2024
|
|
Title
|
| |
Key requirements
|
| |
Effective date
|
|
Sale or contribution of assets between an investor and its associate or joint venture – Amendments to IFRS 10 and IAS 28
|
| |
The IASB has made limited scope amendments to IFRS 10 Consolidated financial statements and IAS 28 Investments in associates and joint ventures.
The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as defined in IFRS 3 Business Combinations).
Where the non-monetary assets constitute a business, the investor will recognise the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor only to the extent of the other investor’s interests in the associate or joint venture. The amendments apply prospectively.
|
| | n/a** | |
| | |
Year ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Consulting fees
|
| | | $ | 170 | | | | | $ | 140 | | |
Margin fees
|
| | | | 98 | | | | | | 23 | | |
| | | | $ | 268 | | | | | $ | 163 | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
CSIRO
|
| | | $ | 253 | | | | | $ | 163 | | |
Other
|
| | | | 15 | | | | | | — | | |
| | | | $ | 268 | | | | | $ | 163 | | |
Timing of revenue recognition:
|
| | | | | | | | | | | | |
At a point in time
|
| | | $ | 199 | | | | | $ | 23 | | |
Over time
|
| | | | 69 | | | | | | 140 | | |
| | | | $ | 268 | | | | | $ | 163 | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
ARENA grant
|
| | | $ | — | | | | | $ | 1,001 | | |
R&D tax credit recoveries
|
| | | | 651 | | | | | | 753 | | |
| | | | $ | 651 | | | | | $ | 1,754 | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Refundable R&D tax offset for the year
|
| | | $ | 651 | | | | | $ | 753 | | |
R&D Tax credit recoveries recognised as grant income
|
| | | $ | 651 | | | | | $ | 753 | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Raw materials and consumables used: | | | | | | | | | | | | | |
Raw materials and consumables cost
|
| | | $ | 572 | | | | | $ | 205 | | |
Power and fuel expense
|
| | | | 28 | | | | | | 36 | | |
| | | | | 600 | | | | | | 241 | | |
Consultancy expenses: | | | | | | | | | | | | | |
Consulting – Corporate
|
| | | | 926 | | | | | | 760 | | |
Consulting – Projects
|
| | | | 1,208 | | | | | | 1,174 | | |
| | | | | 2,134 | | | | | | 1,934 | | |
Administrative and other expenses: | | | | | | | | | | | | | |
Legal and accounting expenses
|
| | | | 7,151 | | | | | | 1,163 | | |
Subscriptions, software and licences
|
| | | | 239 | | | | | | 137 | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US
Dollars) |
| |||||||||
Travelling expenses
|
| | | | 253 | | | | | | 84 | | |
Marketing expenses
|
| | | | 111 | | | | | | 58 | | |
Other expenses
|
| | | | 326 | | | | | | 176 | | |
| | | | | 8,080 | | | | | | 1,618 | | |
Employee benefits expenses: | | | | | | | | | | | | | |
Salaries and wages
|
| | | | 2,554 | | | | | | 2,412 | | |
Superannuation
|
| | | | 242 | | | | | | 215 | | |
Payroll tax
|
| | | | 111 | | | | | | 92 | | |
Employee entitlements – annual leave (AL)
|
| | | | 42 | | | | | | 15 | | |
Employee entitlements – long service leave (LSL)
|
| | | | 34 | | | | | | 22 | | |
Share-based payment
|
| | | | — | | | | | | — | | |
| | | | $ | 2,984 | | | | | $ | 2,756 | | |
|
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Current tax expense
|
| | | $ | — | | | | | $ | — | | |
Deferred tax expense
|
| | | | | | | | | | | | |
Decrease/(increase) in deferred tax assets
|
| | | | 176 | | | | | | (91) | | |
(Decrease)/increase in deferred tax liabilities
|
| | | | (554) | | | | | | (527) | | |
| | | | | (378) | | | | | | (618) | | |
Income tax (expense) / benefit
|
| | | $ | 378 | | | | | $ | 618 | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Loss before income tax:
|
| | | $ | (15,595) | | | | | $ | (6,811) | | |
Income tax benefit calculated at 25%
|
| | | | (3,899) | | | | | | (1,703) | | |
Add: Non-deductible expenses
|
| | | | 1,401 | | | | | | 60 | | |
Add: Tax losses not recognised
|
| | | | 1,907 | | | | | | 781 | | |
Add: Accounting expenditure subject to R&D
|
| | | | 374 | | | | | | 432 | | |
Less: R&D tax recovery
|
| | | | (163) | | | | | | (188) | | |
Income tax benefit
|
| | | $ | (378) | | | | | $ | (618) | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Current tax assets | | | | | | | | | | | | | |
R&D tax incentive receivable
|
| | | $ | 638 | | | | | $ | 714 | | |
| | | | | 638 | | | | | | 714 | | |
Deferred tax assets
|
| | | | 419 | | | | | | 618 | | |
Deferred tax liabilities
|
| | | | (419) | | | | | | (618) | | |
Net deferred tax (liability)/asset
|
| | | $ | — | | | | | $ | — | | |
| | |
As of July 1,
2022 |
| |
(Charged)/
credited to profit or loss |
| |
Movement in
equity |
| |
Exchange
differences (charged)/credited to comprehensive loss |
| |
As of June 30,
2023 |
| |||||||||||||||
| | |
(In thousands of US Dollars)
|
| |||||||||||||||||||||||||||
Derivative financial instruments
|
| | | $ | 8 | | | | | $ | (8) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Contract liabilities
|
| | | | 26 | | | | | | (24) | | | | | | — | | | | | | (1) | | | | | | 1 | | |
Lease liabilities
|
| | | | 23 | | | | | | (9) | | | | | | — | | | | | | (1) | | | | | | 13 | | |
Share of loss of equity-accounted investee
|
| | | | 2 | | | | | | 13 | | | | | | — | | | | | | — | | | | | | 15 | | |
Unused tax losses carryforwards
|
| | | | 466 | | | | | | (58) | | | | | | — | | | | | | (18) | | | | | | 390 | | |
Provisions and accruals
|
| | | | 93 | | | | | | (90) | | | | | | — | | | | | | (3) | | | | | | — | | |
Deferred tax assets
|
| | | $ | 618 | | | | | $ | (176) | | | | | $ | — | | | | | $ | (23) | | | | | $ | 419 | | |
| | |
As of July 1,
2022 |
| |
(Charged)/
credited to profit or loss |
| |
Movement in
equity |
| |
Exchange
differences (charged)/credited to comprehensive loss |
| |
As of June 30,
2023 |
| |||||||||||||||
| | |
(In thousands of US Dollars)
|
| |||||||||||||||||||||||||||
Borrowings – convertible notes
|
| | | $ | (585) | | | | | $ | 551 | | | | | $ | (378) | | | | | $ | 22 | | | | | $ | (390) | | |
Property, plant and equipment
|
| | | | (5) | | | | | | (3) | | | | | | — | | | | | | — | | | | | | (8) | | |
Right of use asset
|
| | | | (20) | | | | | | 10 | | | | | | — | | | | | | — | | | | | | (10) | | |
Prepaid expenses
|
| | | | (8) | | | | | | (4) | | | | | | — | | | | | | 1 | | | | | | (11) | | |
| | | | $ | (618) | | | | | $ | 554 | | | | | $ | (378) | | | | | $ | 23 | | | | | $ | (419) | | |
| | |
As of July 1,
2021 |
| |
(Charged)/
credited to profit or loss |
| |
Movement in
equity |
| |
Exchange
differences (charged)/credited to comprehensive loss |
| |
As of June 30,
2022 |
| |||||||||||||||
| | |
(In thousands of US Dollars)
|
| |||||||||||||||||||||||||||
Derivative financial instruments
|
| | | $ | 8 | | | | | $ | 1 | | | | | $ | — | | | | | $ | (1) | | | | | $ | 8 | | |
Deferred income
|
| | | | 259 | | | | | | (223) | | | | | | — | | | | | | (10) | | | | | | 26 | | |
Lease liabilities
|
| | | | 35 | | | | | | (9) | | | | | | — | | | | | | (2) | | | | | | 23 | | |
Share of loss of equity-accounted investee
|
| | | | — | | | | | | 3 | | | | | | — | | | | | | (1) | | | | | | 2 | | |
Unused tax losses carryforwards
|
| | | | 220 | | | | | | 278 | | | | | | — | | | | | | (32) | | | | | | 466 | | |
Provisions and accruals
|
| | | | 59 | | | | | | 41 | | | | | | — | | | | | | (7) | | | | | | 93 | | |
Deferred tax assets
|
| | | $ | 581 | | | | | $ | 91 | | | | | $ | — | | | | | $ | (53) | | | | | $ | 618 | | |
| | |
As of July 1,
2021 |
| |
(Charged)/
credited to profit or loss |
| |
Movement in
equity |
| |
Exchange
differences (charged)/credited to comprehensive loss |
| |
As of June 30,
2022 |
| |||||||||||||||
| | |
(In thousands of US Dollars)
|
| |||||||||||||||||||||||||||
Borrowings – convertible notes
|
| | | $ | (544) | | | | | $ | 527 | | | | | $ | (618) | | | | | $ | 50 | | | | | $ | (585) | | |
Property, plant and equipment
|
| | | | (4) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (5) | | |
Right of use asset
|
| | | | (32) | | | | | | 8 | | | | | | — | | | | | | 4 | | | | | | (20) | | |
Prepaid expenses
|
| | | | (1) | | | | | | (7) | | | | | | — | | | | | | — | | | | | | (8) | | |
| | | | $ | (581) | | | | | $ | 527 | | | | | $ | (618) | | | | | $ | 54 | | | | | $ | (618) | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars, except per
share amounts) |
| |||||||||
Basic loss per share | | | | | | | | | | | | | |
Basic loss per share
|
| | | | (0.61) | | | | | | (0.25) | | |
Diluted loss per share | | | | | | | | | | | | | |
Diluted loss per share
|
| | | | (0.61) | | | | | | (0.25) | | |
Reconciliations of loss used in calculating loss per share | | | | | | | | | | | | | |
Basic loss per share | | | | | | | | | | | | | |
Net loss
|
| | | | (15,217) | | | | | | (6,193) | | |
Diluted loss per share | | | | | | | | | | | | | |
Loss used in calculating diluted loss per share
|
| | | | (15,217) | | | | | | (6,193) | | |
Weighted average number of shares used as the denominator (in
thousands) |
| | | | | | | | | | | | |
Weighted average number of ordinary shares used as the denominator in calculating basic loss per share
|
| | | | 25,129 | | | | | | 25,129 | | |
Weighted average number of ordinary shares and potential
ordinary shares used as the denominator in calculating diluted loss per share |
| | | | 25,129 | | | | | | 25,129 | | |
| | |
Year ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Trade receivables
|
| | | $ | 4 | | | | | $ | 4 | | |
Goods and Service Tax receivable
|
| | | | 204 | | | | | | 77 | | |
Other receivables
|
| | | | 106 | | | | | | — | | |
| | | | $ | 314 | | | | | $ | 81 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Unearned revenue
|
| | | | 2 | | | | | | 104 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Trade payables
|
| | | | 1,264 | | | | | | 1,041 | | |
Accrued expenses
|
| | | | 4,280 | | | | | | 137 | | |
Advance received for procurement
|
| | | | — | | | | | | 366 | | |
Other payables
|
| | | | 78 | | | | | | — | | |
| | | | | 5,622 | | | | | | 1,544 | | |
| | |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||||||||||||||
| | |
Current
|
| |
Non-current
|
| |
Current
|
| |
Non-current
|
| ||||||||||||
| | |
(In thousands of US Dollars)
|
| |||||||||||||||||||||
Loan – Convertible Note 3
|
| | | | 8,762 | | | | | | — | | | | | | — | | | | | | 8,883 | | |
Loan – Convertible Note 4
|
| | | | 4,405 | | | | | | — | | | | | | — | | | | | | 3,937 | | |
Loan – Convertible Note 5
|
| | | | 1,114 | | | | | | — | | | | | | — | | | | | | 1,124 | | |
Loan – Senior Convertible Note
|
| | | | — | | | | | | 7,134 | | | | | | — | | | | | | — | | |
Loan from shareholder
|
| | | | 5,531 | | | | | | — | | | | | | — | | | | | | 1,688 | | |
| | | | | 19,812 | | | | | | 7,134 | | | | | | — | | | | | | 15,632 | | |
Note
|
| |
Face
Value per note (AUD) |
| |
Tranche
|
| |
Issuance Date
|
| |
No. of notes
issued |
| |
Total Face
value (In thousands of AU Dollars) |
| |
Total Face
value (In thousands of US Dollars) |
| ||||||||||||
Convertible Note 3
|
| | | | 349.34 | | | |
1
|
| | June 30, 2016 | | | | | 26,802 | | | | | | 9,363 | | | | | | 6,548 | | |
| | | | | | | | |
2
|
| |
September 15, 2016
|
| | | | 715 | | | | | | 250 | | | | | | 172 | | |
| | | | | | | | |
3
|
| |
November 23, 2016
|
| | | | 715 | | | | | | 250 | | | | | | 170 | | |
| | | | | | | | | | | | | | | | | | | | | | | 9,863 | | | | | | 6,890 | | |
Convertible Note 4
|
| | | | 17.68 | | | |
1
|
| | January 18, 2018 | | | | | 62,216 | | | | | | 1,100 | | | | | | 876 | | |
| | | | | | | | |
2
|
| | January 31, 2018 | | | | | 5,656 | | | | | | 100 | | | | | | 81 | | |
| | | | | | | | |
3
|
| | February 7, 2018 | | | | | 11,312 | | | | | | 200 | | | | | | 158 | | |
| | | | | | | | |
4
|
| |
February 26, 2018
|
| | | | 8,484 | | | | | | 150 | | | | | | 118 | | |
Note
|
| |
Face
Value per note (AUD) |
| |
Tranche
|
| |
Issuance Date
|
| |
No. of notes
issued |
| |
Total Face
value (In thousands of AU Dollars) |
| |
Total Face
value (In thousands of US Dollars) |
| ||||||||||||
| | | | | | | | |
5
|
| | March 23, 2018 | | | | | 25,452 | | | | | | 450 | | | | | | 347 | | |
| | | | | | | | |
6
|
| | May 23, 2018 | | | | | 11,313 | | | | | | 200 | | | | | | 151 | | |
| | | | | | | | |
7
|
| | May 28, 2018 | | | | | 11,313 | | | | | | 200 | | | | | | 152 | | |
| | | | | | | | |
8
|
| | June 12, 2018 | | | | | 47,511 | | | | | | 840 | | | | | | 640 | | |
| | | | | | | | |
9
|
| |
September 10, 2019
|
| | | | 105,602 | | | | | | 1,867 | | | | | | 1,280 | | |
| | | | | | | | |
10
|
| |
September 25, 2019
|
| | | | 70,701 | | | | | | 1,250 | | | | | | 848 | | |
| | | | | | | | | | | | | | | | | | | | | | | 6,357 | | | | | | 4,651 | | |
Convertible Note 5
|
| | | | 0.01 | | | |
1
|
| | August 11, 2020 | | | | | 87,500,000 | | | | | | 875 | | | | | | 628 | | |
| | | | | | | | |
2
|
| | April 27, 2021 | | | | | 87,500,000 | | | | | | 875 | | | | | | 682 | | |
| | | | | | | | | | | | | | | | | | | | | | | 1,750 | | | | | | 1,310 | | |
Senior Convertible Note
|
| | | | USD1.00 | | | |
1
|
| |
February 15, 2023
|
| | | | 2,500,000 | | | | | | 3,604 | | | | | | 2,500 | | |
| | | | | | | | |
2
|
| | April 13, 2023 | | | | | 2,500,000 | | | | | | 3,731 | | | | | | 2,500 | | |
| | | | | | | | |
3
|
| | June 27, 2023 | | | | | 2,500,000 | | | | | | 3,725 | | | | | | 2,500 | | |
| | | | | | | | | | | | | | | | | | | | | | | 11,060 | | | | | | 7,500 | | |
| | | | | | | | | | | | | | | | | | | | | | | 29,030 | | | | | | 20,351 | | |
|
| | | | | |
June 30,
|
| |||||||||
Component
|
| |
Particulars
|
| |
2023
|
| |
2022
|
| ||||||
| | | | | |
(In thousands of US Dollars)
|
| |||||||||
Embedded derivative
|
| | Convertible Note 3 | | | | | — | | | | | | — | | |
| | | Convertible Note 4 | | | | | — | | | | | | 1 | | |
| | | Convertible Note 5 | | | | | 18 | | | | | | 31 | | |
| | |
Senior Convertible Note
|
| | | | 174 | | | | | | — | | |
| | | | | | | | 192 | | | | | | 32 | | |
| | | | | |
June 30,
|
| |||||||||
Component
|
| |
Particulars
|
| |
2023
|
| |
2022
|
| ||||||
| | | | | |
(In thousands of US
Dollars) |
| |||||||||
Interest expense by applying respective effective interest rate applicable to the tranches
|
| | Convertible Note 3 | | | | | 950 | | | | | | 1,003 | | |
| | | Convertible Note 4 | | | | | 995 | | | | | | 953 | | |
| | | Convertible Note 5 | | | | | 127 | | | | | | 135 | | |
| | |
Senior Convertible Note
|
| | | | 94 | | | | | | — | | |
| | | | | | | | 2,166 | | | | | | 2,091 | | |
|
| | |
Type
|
| |
Place of incorporation
|
| |
Ownership interest
|
| |||||||||
Name
|
| |
2023
|
| |
2022
|
| ||||||||||||
Neptune Merger Sub, Inc.
|
| | Subsidiary | | | United States | | | | | 100% | | | | | | 0% | | |
NWQHPP Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 100% | | |
Solar Methanol 1 Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 0% | | |
Vast Solar Aurora Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 100% | | |
Vast Solar 1 Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 100% | | |
Vast Solar Consulting Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 100% | | |
| | |
June 30,
|
| |||||||||
Particulars
|
| |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Total expense incurred by both participants
|
| | | | — | | | | | | 902 | | |
Company’s share (50%) (a)
|
| | | | — | | | | | | 451 | | |
Total expense incurred by Vast (b)
|
| | | | — | | | | | | 711 | | |
Net reimbursement to be received from joint operator (b-a)
|
| | | | — | | | | | | 260 | | |
Reimbursement received during the year
|
| | | | 260 | | | | | | 330 | | |
(In thousands of US Dollars)
|
| | | | | | |
Initial investment in SiliconAurora Pty Ltd
|
| | | | 69 | | |
Transaction costs
|
| | | | 56 | | |
Deferred consideration
|
| | | | 1,578 | | |
Total consideration
|
| | | | 1,703 | | |
Relating to: | | | | | | | |
– Call option issued to shareholder
|
| | | | 96 | | |
– 50% interest in SiliconAurora Pty Ltd
|
| | | | 1,607 | | |
|
Legal and consultancy
|
| | | | (4) | | |
|
Employee benefit costs
|
| | | | (3) | | |
|
Interest expense & other fees
|
| | | | (2) | | |
|
Amortisation & depreciation
|
| | | | (1) | | |
|
Net loss
|
| | | | (10) | | |
|
Carrying value of interest in joint venture at June 30, 2022
|
| | | | 1,597 | | |
|
Legal and consultancy
|
| | | | (178) | | |
|
Interest expense & other fees
|
| | | | (41) | | |
|
Amortisation & depreciation
|
| | | | (24) | | |
|
Other expenses
|
| | | | (12) | | |
|
Net loss
|
| | | | (255) | | |
|
Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty
Ltd |
| | | | 12 | | |
|
Foreign exchange differences
|
| | | | (54) | | |
|
Carrying value of interest in joint venture at June 30, 2023
|
| | | | 1,300 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Commitment to provide funding for joint venture’s commitments, if called
|
| | | | 278 | | | | | | 605 | | |
| | |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
| | |
(In thousands of
US Dollars) |
| |
(In thousands of
US Dollars) |
| ||||||
Trade and other receivables
|
| | | | 9 | | | | | | — | | |
Property, plant and equipment
|
| | | | 34 | | | | | | 40 | | |
Right-of-use assets
|
| | | | 1,360 | | | | | | 1,454 | | |
Total assets
|
| | | | 1,403 | | | | | | 1,494 | | |
Trade and other payables
|
| | | | 153 | | | | | | 93 | | |
Borrowings
|
| | | | 477 | | | | | | 87 | | |
Lease liabilities
|
| | | | 1,398 | | | | | | 1,446 | | |
Total liabilities
|
| | | | 2,028 | | | | | | 1,626 | | |
Net assets
|
| | | | (625) | | | | | | (132) | | |
Reconciliation to carrying amounts: | | | | | | | | | | | | | |
Opening net assets
|
| | | | (132) | | | | | | (1,021) | | |
Total comprehensive loss
|
| | | | (508) | | | | | | (751) | | |
Debt to equity swap
|
| | | | — | | | | | | 1,532 | | |
Foreign exchange differences
|
| | | | 15 | | | | | | 108 | | |
Closing net assets
|
| | | | (625) | | | | | | (132) | | |
Vast’s share in %
|
| | | | 50% | | | | | | 50% | | |
Vast’s share in $
|
| | | | (317) | | | | | | (66) | | |
Goodwill
|
| | | | 1,617 | | | | | | 1,663 | | |
Carrying amount
|
| | | | 1,300 | | | | | | 1,597 | | |
| | |
Year Ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Expenses incurred for the year categorised into administration, professional and employee benefit
|
| | | | (508) | | | | | | (751) | | |
Total comprehensive loss for the year
|
| | | | (508) | | | | | | (751) | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Cost: Office equipment | | | | | | | | | | | | | |
Opening Balance at July 1
|
| | | | 38 | | | | | | 24 | | |
Additions
|
| | | | 27 | | | | | | 17 | | |
Exchange differences
|
| | | | (2) | | | | | | (3) | | |
Closing Balance at June 30
|
| | | | 63 | | | | | | 38 | | |
Accumulated depreciation: Office equipment | | | | | | | | | | | | | |
Opening Balance at July 1
|
| | | | (19) | | | | | | (10) | | |
Depreciation expense
|
| | | | (15) | | | | | | (10) | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US
Dollars) |
| |||||||||
Exchange differences
|
| | | | 1 | | | | | | 1 | | |
Closing Balance at June 30
|
| | | | (33) | | | | | | (19) | | |
Net book value as of June 30
|
| | | | 30 | | | | | | 19 | | |
|
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Net carrying amount: | | | | | | | | | |||||
Office Building
|
| | | | 45 | | | | | | 81 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Movements in carrying amounts: | | | | | | | | | | | | | |
Opening balance at July 1
|
| | | | 152 | | | | | | 166 | | |
Additions during the year
|
| | | | — | | | | | | — | | |
Exchange differences
|
| | | | (6) | | | | | | (14) | | |
Closing Balance at June 30
|
| | | | 146 | | | | | | 152 | | |
Accumulated depreciation
|
| | | | | | | | | | | | |
Opening Balance at July 1
|
| | | | (71) | | | | | | (39) | | |
Depreciation expense
|
| | | | (34) | | | | | | (37) | | |
Exchange differences
|
| | | | 4 | | | | | | 5 | | |
Closing Balance at June 30
|
| | | | (101) | | | | | | (71) | | |
Net book value June 30
|
| | | | 45 | | | | | | 81 | | |
Amounts recognised in profit and loss: | | | | | | | | | | | | | |
Depreciation expense on right-of-use asset
|
| | | | (34) | | | | | | (37) | | |
Interest expense on lease liabilities
|
| | | | (6) | | | | | | (10) | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Current | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 26 | | | | | | 37 | | |
Non-current | | | | | | | | | | | | | |
Lease liabilities
|
| | | | 28 | | | | | | 56 | | |
| | | | | 54 | | | | | | 93 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Within one year
|
| | | | 43 | | | | | | 43 | | |
Later than one year but not later than 5 years
|
| | | | 14 | | | | | | 60 | | |
Total
|
| | | | 57 | | | | | | 103 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Current: | | | | | | | | | | | | | |
Employee benefits
|
| | | | 183 | | | | | | 148 | | |
Non-current: | | | | | | | | | | | | | |
Employee benefits
|
| | | | 117 | | | | | | 86 | | |
Total Provisions
|
| | | | 300 | | | | | | 234 | | |
Movements in provisions: | | | | ||||||||||
Employee benefits | | | | | | | | | | | | | |
Opening Balance
|
| | | | 234 | | | | | | 217 | | |
Additions
|
| | | | 247 | | | | | | 197 | | |
Utilisations
|
| | | | (171) | | | | | | (160) | | |
Exchange differences
|
| | | | (10) | | | | | | (20) | | |
Closing Balance
|
| | | | 300 | | | | | | 234 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
25,129,140 fully paid ordinary shares
|
| | | | 2,354 | | | | | | 2,354 | | |
| | |
Number of shares
|
| |
Total
(In thousands of US Dollars) |
| ||||||
Opening balance as of July 1, 2021
|
| | | | 25,129,140 | | | | | | 2,354 | | |
Ordinary shares issued during the year
|
| | | | — | | | | | | — | | |
Closing balance as of June 30, 2022
|
| | | | 25,129,140 | | | | | | 2,354 | | |
Ordinary shares issued during the year
|
| | | | — | | | | | | — | | |
Closing balance as of June 30, 2023
|
| | | | 25,129,140 | | | | | | 2,354 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Capital contribution reserve
|
| | | | 4,591 | | | | | | 3,452 | | |
Foreign currency translation reserve
|
| | | | 3,285 | | | | | | 2,394 | | |
Share-based payment reserve
|
| | | | 4 | | | | | | 4 | | |
Closing Balance
|
| | | | 7,880 | | | | | | 5,850 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
As of July 1
|
| | | | 3,452 | | | | | | 1,755 | | |
Interest forgiveness on convertible notes and shareholder loan
|
| | | | 1,517 | | | | | | 2,411 | | |
Call option issued to shareholder
|
| | | | — | | | | | | (96) | | |
Deferred tax impact
|
| | | | (378) | | | | | | (618) | | |
As of June 30
|
| | | | 4,591 | | | | | | 3,452 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
As of July 1
|
| | | | 2,394 | | | | | | 1,015 | | |
Movement during the year
|
| | | | 891 | | | | | | 1,379 | | |
As of June 30
|
| | | | 3,285 | | | | | | 2,394 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
As of July 1
|
| | | | 4 | | | | | | 4 | | |
Add: MEP shares granted during the year
|
| | | | — | | | | | | — | | |
As of June 30
|
| | | | 4 | | | | | | 4 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
As of July 1
|
| | | | (24,432) | | | | | | (18,239) | | |
Loss during the year
|
| | | | (15,217) | | | | | | (6,193) | | |
As of June 30
|
| | | | (39,649) | | | | | | (24,432) | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Derivative financial instrument designated at fair value – Level 3 hierarchy
|
| | | | 192 | | | | | | 32 | | |
Type
|
| |
Valuation technique
|
| |
Significant unobservable inputs
|
|
Derivative financial instrument designated at fair value – Level 3 hierarchy | | | Derivative valuations have been determined by a Black-Scholes formula adjusted for dilution | | |
Risk free rate: 4.57% (2022: 2.58%)
Volatility: 40% (2022: 40%) |
|
Movements in derivative financial instruments
|
| |
(In thousands of
US Dollars) |
| |||
Opening balance as of July 1, 2022
|
| | | | 32 | | |
Additions
|
| | | | 173 | | |
Fair value changes recognised in profit and loss
|
| | | | (9) | | |
Exchange differences
|
| | | | (4) | | |
Closing balance as of June 30, 2023
|
| | | | 192 | | |
Opening balance as of July 1, 2021
|
| | | | 33 | | |
Fair value changes recognised in profit and loss
|
| | | | 2 | | |
Exchange differences
|
| | | | (3) | | |
Closing balance as of June 30, 2022
|
| | | | 32 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands)
|
| |||||||||
Trade payables | | | | | | | | | | | | | |
EURO
|
| | | | 17 | | | | | | 17 | | |
USD
|
| | | | 66 | | | | | | 10 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Amounts recognised in profit or loss | | | | | | | | | | | | | |
Unrealised Currency Gain/(Loss)
|
| | | | 1 | | | | | | (1) | | |
Realised Currency Gains
|
| | | | 14 | | | | | | 2 | | |
| | | | | 15 | | | | | | 1 | | |
| | |
As of June 30, 2023
|
| |||||||||||||||||||||||||||
| | |
(In thousands of US Dollars)
|
| |||||||||||||||||||||||||||
| | |
Carrying
amount |
| |
Total contractual
cash flows |
| |
2 months
or less |
| |
3 – 36 months
|
| |
Beyond
36 months |
| |||||||||||||||
Convertible notes
|
| | | | (21,415) | | | | | | 21,708 | | | | | | — | | | | | | (21,708) | | | | | | — | | |
Loan from shareholder
|
| | | | (5,531) | | | | | | 5,704 | | | | | | — | | | | | | (5,704) | | | | | | — | | |
Deferred consideration
|
| | | | (955) | | | | | | 995 | | | | | | — | | | | | | (995) | | | | | | — | | |
Trade Payables
|
| | | | (5,622) | | | | | | 5,622 | | | | | | (5,622) | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | (54) | | | | | | 57 | | | | | | (7) | | | | | | (50) | | | | | | — | | |
Total non-derivatives
|
| | | | (33,577) | | | | | | 34,086 | | | | | | (5,629) | | | | | | (28,457) | | | | | | — | | |
Derivative financial instruments
|
| | | | (192) | | | | | | 192 | | | | | | — | | | | | | (192) | | | | | | — | | |
| | |
As of June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
(In thousands of US Dollars)
|
| |||||||||||||||||||||||||||
| | |
Carrying
amount |
| |
Total contractual
cash flows |
| |
2 months
or less |
| |
3 – 36 months
|
| |
Beyond
36 months |
| |||||||||||||||
Convertible notes
|
| | | | (13,943) | | | | | | 12,851 | | | | | | — | | | | | | (12,851) | | | | | | — | | |
Loan from shareholder
|
| | | | (1,689) | | | | | | 1,838 | | | | | | — | | | | | | (1,838) | | | | | | — | | |
Deferred consideration
|
| | | | (1,578) | | | | | | 1,653 | | | | | | — | | | | | | (1,653) | | | | | | — | | |
Trade Payables
|
| | | | (1,543) | | | | | | 1,543 | | | | | | (1,543) | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | (93) | | | | | | 103 | | | | | | (7) | | | | | | (96) | | | | | | — | | |
Total non-derivatives
|
| | | | (18,846) | | | | | | 17,988 | | | | | | (1,550) | | | | | | (16,438) | | | | | | — | | |
Derivative financial instruments
|
| | | | (32) | | | | | | 32 | | | | | | — | | | | | | (32) | | | | | | — | | |
| | | | | | | | |
Ownership interest
|
| |||||||||
Name
|
| |
Type
|
| |
Place of incorporation
|
| |
2023
|
| |
2022
|
| ||||||
AgCentral Pty Ltd
|
| |
Parent company
|
| | Australia | | | | | — | | | | | | 100% | | |
AgCentral Energy Pty Ltd
|
| |
Parent company
|
| | Australia | | | | | 100% | | | | | | — | | |
| | | | | | | | |
Ownership interest
|
| |||||||||
Name
|
| |
Type
|
| |
Place of incorporation
|
| |
2023
|
| |
2022
|
| ||||||
Neptune Merger Sub, Inc,
|
| | Subsidiary | | | United States | | | | | 100% | | | | | | — | | |
NWQHPP Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 100% | | |
Solar Methanol 1 Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | — | | |
Vast Solar Aurora Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 100% | | |
Vast Solar 1 Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 100% | | |
Vast Solar Consulting Pty Ltd
|
| | Subsidiary | | | Australia | | | | | 100% | | | | | | 100% | | |
| | |
For the year ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Lease rental payment to other related parties
|
| | | | 43 | | | | | | 44 | | |
Loan from parent entity
|
| | | | 4,015 | | | | | | 1,838 | | |
Loan from investors
|
| | | | 9,348 | | | | | | 2,091 | | |
Gain on modification of borrowings recognised in the Capital contribution reserve
|
| | | | 1,139 | | | | | | 1,697 | | |
Derivative financial instruments
|
| | | | (105) | | | | | | (3) | | |
Investment in joint venture
|
| | | | (242) | | | | | | 1,712 | | |
| | |
For the year ended June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Short-term employee benefits
|
| | | | 1,775 | | | | | | 1,130 | | |
Long-term benefits
|
| | | | 27 | | | | | | 10 | | |
| | | | | 1,802 | | | | | | 1,140 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Opening Balance
|
| | | | 8,883 | | | | | | 9,709 | | |
Capital contribution (excluding tax impact)
|
| | | | (732) | | | | | | (993) | | |
Interest expense
|
| | | | 950 | | | | | | 1,003 | | |
Exchange differences
|
| | | | (339) | | | | | | (836) | | |
Closing Balance
|
| | | | 8,762 | | | | | | 8,883 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Opening Balance
|
| | | | 3,936 | | | | | | 4,496 | | |
Capital contribution (excluding tax impact)
|
| | | | (366) | | | | | | (1,118) | | |
Interest expense
|
| | | | 995 | | | | | | 952 | | |
Exchange differences
|
| | | | (160) | | | | | | (394) | | |
Closing Balance
|
| | | | 4,405 | | | | | | 3,936 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Opening Balance
|
| | | | 1,124 | | | | | | 1,226 | | |
Capital contribution (excluding tax impact)
|
| | | | (94) | | | | | | (133) | | |
Additions during the year
|
| | | | — | | | | | | — | | |
Interest expense
|
| | | | 127 | | | | | | 135 | | |
Exchange differences
|
| | | | (43) | | | | | | (104) | | |
Closing Balance
|
| | | | 1,114 | | | | | | 1,124 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Opening Balance
|
| | | | — | | | | | | — | | |
Additions during the year
|
| | | | 2,431 | | | | | | — | | |
Interest expense
|
| | | | 33 | | | | | | — | | |
Exchange differences
|
| | | | (26) | | | | | | — | | |
Closing Balance
|
| | | | 2,438 | | | | | | — | | |
| | |
June 30,
|
| |
June 30,
|
| ||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Initial recognition / face value
|
| | | | 1,688 | | | | | | 1,838 | | |
Additions during the year
|
| | | | 4,015 | | | | | | — | | |
Capital contribution (excluding tax impact)
|
| | | | (325) | | | | | | (168) | | |
Interest expense
|
| | | | 295 | | | | | | 17 | | |
Exchange differences
|
| | | | (142) | | | | | | 1 | | |
Closing Balance
|
| | | | 5,531 | | | | | | 1,688 | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Lease liabilities for lease arrangement with related party
|
| | | | (54) | | | | | | (93) | | |
| | |
June 30,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Loan to joint venture
|
| | | | 225 | | | | | | 43 | | |
Loan from shareholder
|
| | | | (5,531) | | | | | | (1,688) | | |
Loans from shareholder – Convertible Note 3
|
| | | | (8,762) | | | | | | (8,883) | | |
Loans from shareholder – Convertible Note 4
|
| | | | (4,405) | | | | | | (3,936) | | |
Loans from shareholder – Convertible Note 5
|
| | | | (1,114) | | | | | | (1,124) | | |
Loans from shareholder – Senior Convertible Note
|
| | | | (2,438) | | | | | | — | | |
| | |
June 30,
|
| |||||||||
Net debt
|
| |
2023
|
| |
2022
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Cash and cash equivalents
|
| | | | 2,060 | | | | | | 423 | | |
Borrowings
|
| | | | (26,946) | | | | | | (15,632) | | |
Lease liabilities
|
| | | | (54) | | | | | | (93) | | |
Net debt
|
| | | | (24,940) | | | | | | (15,302) | | |
| | |
Liabilities from financing activities
|
| |||||||||
| | |
Borrowings
|
| |
Leases
|
| ||||||
| | |
(In thousands of US Dollars)
|
| |||||||||
Net debt as of July 1, 2022
|
| | | | (15,632) | | | | | | (93) | | |
Proceeds from loan
|
| | | | (11,138) | | | | | | — | | |
Capital contribution (excluding tax impact)
|
| | | | 1,517 | | | | | | — | | |
Fixed payments
|
| | | | — | | | | | | 43 | | |
Interest expense
|
| | | | (2,461) | | | | | | (6) | | |
Foreign exchange differences
|
| | | | 767 | | | | | | 3 | | |
Net debt as of June 30, 2023
|
| | | | (26,946) | | | | | | (54) | | |
Net debt as of July 1, 2021
|
| | | | (15,431) | | | | | | (137) | | |
Proceeds from loan from related party
|
| | | | (1,838) | | | | | | — | | |
Capital contribution (excluding tax impact)
|
| | | | 2,315 | | | | | | — | | |
Fixed payments
|
| | | | — | | | | | | 46 | | |
Interest expense
|
| | | | (2,109) | | | | | | (10) | | |
Foreign exchange differences
|
| | | | 1,431 | | | | | | 8 | | |
Net debt as of June 30, 2022
|
| | | | (15,632) | | | | | | (93) | | |
| | |
Note
|
| |
2023
|
| |
2022
|
| ||||||
| | | | | |
$
|
| |
$
|
| ||||||
Expenses | | | | | | | | | | | | | | | | |
Administrative and professional expenses
|
| | | | | | | (526,231) | | | | | | (606,303) | | |
Employee benefits expense
|
| | | | | | | — | | | | | | (244,892) | | |
Depreciation and amortisation expense
|
| | | | | | | (69,698) | | | | | | (48,635) | | |
Other expenses
|
| | | | | | | (34,776) | | | | | | (44,423) | | |
Finance costs
|
| | | | | | | (120,270) | | | | | | (90,723) | | |
Total expenses
|
| | | | | | | (750,975) | | | | | | (1,034,976) | | |
Loss before income tax expense
|
| | | | | | | (750,975) | | | | | | (1,034,976) | | |
Income tax expense
|
| |
4
|
| | | | — | | | | | | — | | |
Loss after income tax expense for the year attributable to the owners of SiliconAurora Pty Ltd
|
| |
14
|
| | | | (750,975) | | | | | | (1,034,976) | | |
Other comprehensive income for the year, net of tax
|
| | | | | | | — | | | | | | — | | |
Total comprehensive income for the year attributable to the owners of SiliconAurora Pty Ltd
|
| | | | | | | (750,975) | | | | | | (1,034,976) | | |
| | |
Note
|
| |
2023
|
| |
2022
|
| ||||||
| | | | | |
$
|
| |
$
|
| ||||||
Assets | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| |
6
|
| | | | 10,879 | | | | | | — | | |
Other
|
| |
8
|
| | | | 3,450 | | | | | | — | | |
Total current assets
|
| | | | | | | 14,329 | | | | | | — | | |
Non-current assets | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| |
9
|
| | | | 51,590 | | | | | | 58,551 | | |
Right-of-use assets
|
| |
7
|
| | | | 2,051,747 | | | | | | 2,110,390 | | |
Total non-current assets
|
| | | | | | | 2,103,337 | | | | | | 2,168,941 | | |
Total assets
|
| | | | | | | 2,117,666 | | | | | | 2,168,941 | | |
Liabilities | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Trade and other payables
|
| |
10
|
| | | | 231,136 | | | | | | 134,472 | | |
Borrowings
|
| |
11
|
| | | | — | | | | | | 127,100 | | |
Lease liabilities
|
| |
12
|
| | | | 110,000 | | | | | | 110,000 | | |
Total current liabilities
|
| | | | | | | 341,136 | | | | | | 371,572 | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Borrowings
|
| |
11
|
| | | | 719,864 | | | | | | — | | |
Lease liabilities
|
| |
12
|
| | | | 1,999,236 | | | | | | 1,988,964 | | |
Total non-current liabilities
|
| | | | | | | 2,719,100 | | | | | | 1,988,964 | | |
Total liabilities
|
| | | | | | | 3,060,236 | | | | | | 2,360,536 | | |
Net liabilities
|
| | | | | | | (942,570) | | | | | | (191,595) | | |
Equity | | | | | | | | | | | | | | | | |
Issued capital
|
| |
13
|
| | | | 2,212,244 | | | | | | 2,212,244 | | |
Accumulated losses
|
| |
14
|
| | | | (3,154,814) | | | | | | (2,403,839) | | |
Total equity
|
| | | | | | | (942,570) | | | | | | (191,595) | | |
| | |
Issued
capital |
| |
Accumulated
losses |
| |
Total equity
|
| |||||||||
| | |
$
|
| |
$
|
| |
$
|
| |||||||||
Balance at July 1, 2021
|
| | | | 1,000 | | | | | | (1,368,863) | | | | | | (1,367,863) | | |
Loss after income tax expense for the year
|
| | | | — | | | | | | (1,034,976) | | | | | | (1,034,976) | | |
Other comprehensive income for the year, net of tax
|
| | | | — | | | | | | — | | | | | | — | | |
Total comprehensive income for the year
|
| | | | — | | | | | | (1,034,976) | | | | | | (1,034,976) | | |
Debt to Equity Swap (note 13)
|
| | | | 2,211,244 | | | | | | — | | | | | | 2,211,244 | | |
Balance at June 30, 2022
|
| | | | 2,212,244 | | | | | | (2,403,839) | | | | | | (191,595) | | |
| | |
Issued
capital |
| |
Accumulated
losses |
| |
Total equity
|
| |||||||||
| | |
$
|
| |
$
|
| |
$
|
| |||||||||
Balance at July 1, 2022
|
| | | | 2,212,244 | | | | | | (2,403,839) | | | | | | (191,595) | | |
Loss after income tax expense for the year
|
| | | | — | | | | | | (750,975) | | | | | | (750,975) | | |
Other comprehensive income for the year, net of tax
|
| | | | — | | | | | | — | | | | | | — | | |
Total comprehensive income for the year
|
| | | | — | | | | | | (750,975) | | | | | | (750,975) | | |
Balance at June 30, 2023
|
| | | | 2,212,244 | | | | | | (3,154,814) | | | | | | (942,570) | | |
| | |
Note
|
| |
2023
|
| |
2022
|
| ||||||
| | | | | |
$
|
| |
$
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | |
Loss before income tax expense for the year
|
| | | | | | | (750,975) | | | | | | (1,034,976) | | |
Adjustments for: | | | | | | | | | | | | | | | | |
Depreciation and amortisation
|
| | | | | | | 69,698 | | | | | | 48,635 | | |
Finance costs
|
| | | | | | | 10,272 | | | | | | 90,723 | | |
Property, plant and equipment purchased
|
| | | | | | | (4,092) | | | | | | — | | |
| | | | | | | | (675,097) | | | | | | (895,618) | | |
Change in operating assets and liabilities: | | | | | | | | | | | | | | | | |
Increase in trade and other receivables
|
| | | | | | | (10,879) | | | | | | — | | |
Increase in prepayments
|
| | | | | | | (3,450) | | | | | | — | | |
Increase in trade and other payables
|
| | | | | | | 96,664 | | | | | | 32,897 | | |
| | | | | | | | (592,762) | | | | | | (862,721) | | |
Transactions funded via shareholder loans
|
| |
11,19
|
| | | | 592,762 | | | | | | 861,721 | | |
Net cash used in operating activities
|
| | | | | | | — | | | | | | (1,000) | | |
Net cash from investing activities
|
| | | | | | | — | | | | | | — | | |
Net cash from financing activities
|
| | | | | | | — | | | | | | — | | |
Net decrease in cash and cash equivalents
|
| | | | | | | — | | | | | | (1,000) | | |
Cash and cash equivalents at the beginning of the financial year
|
| | | | | | | — | | | | | | 1,000 | | |
Cash and cash equivalents at the end of the financial year
|
| |
5
|
| | | | — | | | | | | — | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Numerical reconciliation of income tax expense and tax at the statutory rate
|
| | | | | | | | | | | | |
Loss before income tax expense
|
| | | | (750,975) | | | | | | (1,034,976) | | |
Tax at the statutory tax rate of 25%
|
| | | | (187,744) | | | | | | (258,744) | | |
Current year tax losses not recognised
|
| | | | 180,306 | | | | | | 244,240 | | |
Current year temporary differences not recognised
|
| | | | 7,438 | | | | | | 14,504 | | |
Income tax expense
|
| | | | — | | | | | | — | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Tax losses not recognised | | | | | | | | | | | | | |
Unused tax losses for which no deferred tax asset has been recognised
|
| | | | 3,286,163 | | | | | | 2,564,937 | | |
Potential tax benefit @ 25%
|
| | | | 821,541 | | | | | | 641,234 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Deferred tax assets/(liabilities) | | | | | | | | | | | | | |
Deferred tax comprises temporary differences attributable to: | | | | | | | | | | | | | |
Right of use assets
|
| | | | (512,937) | | | | | | (527,598) | | |
Lease liability
|
| | | | 527,309 | | | | | | 524,741 | | |
Accrued expenses
|
| | | | — | | | | | | 6,118 | | |
Legal expenses
|
| | | | 8,432 | | | | | | 11,243 | | |
Prepayments
|
| | | | (862) | | | | | | — | | |
Total deferred tax
|
| | | | 21,942 | | | | | | 14,504 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Current assets | | | | | | | | | | | | | |
Goods and Services Tax receivable
|
| | | | 10,879 | | | | | | — | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Non-current assets | | | | | | | | | | | | | |
Tripartite agreement – pastoral lease
|
| | | | 2,252,815 | | | | | | 2,252,815 | | |
Less: Accumulated depreciation
|
| | | | (201,068) | | | | | | (142,425) | | |
| | | | | 2,051,747 | | | | | | 2,110,390 | | |
| | |
Pastoral Lease
|
| |||
| | |
$
|
| |||
Balance at July 1, 2021
|
| | | | 1,091,111 | | |
Depreciation expense prior to lease modification
|
| | | | (22,420) | | |
Lease modification increment (March 18, 2022)
|
| | | | 1,071,737 | | |
Depreciation expense post lease modification
|
| | | | (30,038) | | |
Balance at June 30, 2022
|
| | | | 2,110,390 | | |
Depreciation expense
|
| | | | (58,643) | | |
Balance at June 30, 2023
|
| | | | 2,051,747 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Current assets | | | | | | | | | | | | | |
Prepayments – insurance
|
| | | | 3,450 | | | | | | — | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Non-current assets | | | | | | | | | | | | | |
Computer equipment – at cost
|
| | | | 288 | | | | | | — | | |
Less: Accumulated depreciation
|
| | | | (29) | | | | | | — | | |
| | | | | 259 | | | | | | — | | |
Meteorological and environmental monitoring equipment – at cost
|
| | | | 112,180 | | | | | | 108,374 | | |
Less: Accumulated depreciation
|
| | | | (60,849) | | | | | | (49,823) | | |
| | | | | 51,331 | | | | | | 58,551 | | |
| | | | | 51,590 | | | | | | 58,551 | | |
| | |
Meteorological
Equipment |
| |
Computer
equipment |
| |
Total
|
| |||||||||
| | |
$
|
| |
$
|
| |
$
|
| |||||||||
Balance at July 1, 2021
|
| | | | 69,389 | | | | | | — | | | | | | 69,389 | | |
Depreciation expense
|
| | | | (10,838) | | | | | | — | | | | | | (10,838) | | |
Balance at June 30, 2022
|
| | | | 58,551 | | | | | | — | | | | | | 58,551 | | |
Additions
|
| | | | 3,806 | | | | | | 288 | | | | | | 4,094 | | |
Depreciation expense
|
| | | | (11,026) | | | | | | (29) | | | | | | (11,055) | | |
Balance at June 30, 2023
|
| | | | 51,331 | | | | | | 259 | | | | | | 51,590 | | |
| Computer equipment | | | 5 years | |
|
Meteorological and environmental monitoring equipment
|
| | 10 years | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Current liabilities | | | | | | | | | | | | | |
Trade payables
|
| | | | 121,136 | | | | | | — | | |
Expense accruals
|
| | | | — | | | | | | 24,472 | | |
Other payables
|
| | | | 110,000 | | | | | | 110,000 | | |
| | | | | 231,136 | | | | | | 134,472 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Current liabilities | | | | | | | | | | | | | |
Loan from 1414 Degrees Limited
|
| | | | — | | | | | | 64,075 | | |
Loan from Vast Solar Pty Ltd
|
| | | | — | | | | | | 63,025 | | |
| | | | | — | | | | | | 127,100 | | |
Non-current liabilities | | | | | | | | | | | | | |
Loan from 1414 Degrees Limited
|
| | | | 360,457 | | | | | | — | | |
Loan from Vast Solar Pty Ltd
|
| | | | 359,407 | | | | | | — | | |
| | | | | 719,864 | | | | | | — | | |
| | | | | 719,864 | | | | | | 127,100 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Opening balance of loan
|
| | | | 64,075 | | | | | | 1,366,622 | | |
Expenses paid on behalf of the company by 1414 Degrees Limited as parent entity
|
| | | | — | | | | | | 734,622 | | |
Lease liability paid on behalf of the company by 1414 Degrees Limited as
parent entity |
| | | | — | | | | | | 110,000 | | |
Loan converted to share equity (note 13)
|
| | | | — | | | | | | (2,211,244) | | |
Charge for joint venture expenditure incurred by venturers
|
| | | | 296,382 | | | | | | 64,075 | | |
Closing balance
|
| | | | 360,457 | | | | | | 64,075 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Opening balance
|
| | | | 63,025 | | | | | | — | | |
Charge for joint venture expenditure incurred by venturers
|
| | | | 296,382 | | | | | | 63,025 | | |
Closing balance
|
| | | | 359,407 | | | | | | 63,025 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Current liabilities | | | | | | | | | | | | | |
Lease liability – SiliconAurora Pastoral Lease
|
| | | | 110,000 | | | | | | 110,000 | | |
Non-current liabilities | | | | | | | | | | | | | |
Lease liability-SiliconAurora Pastoral Lease
|
| | | | 1,999,236 | | | | | | 1,988,964 | | |
| | | | | 2,109,236 | | | | | | 2,098,964 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Maturity analysis of lease liabilities payable: | | | | | | | | | | | | | |
Within one year
|
| | | | 110,000 | | | | | | 110,000 | | |
One to five years
|
| | | | 552,750 | | | | | | 550,000 | | |
More than five years
|
| | | | 5,073,781 | | | | | | 5,183,781 | | |
| | | | | 5,736,531 | | | | | | 5,843,781 | | |
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
| | |
Shares
|
| |
Shares
|
| |
$
|
| |
$
|
| ||||||||||||
Ordinary shares – fully paid
|
| | | | 2,211,344 | | | | | | 2,211,344 | | | | | | 2,212,244 | | | | | | 2,212,244 | | |
Details
|
| |
Date
|
| |
Shares
|
| |
$
|
| ||||||
Balance
|
| | July 1, 2021 | | | | | 100 | | | | | | 1,000 | | |
Debt to Equity Swap *
|
| |
June 28, 2022
|
| | | | 2,211,244 | | | | | | 2,211,244 | | |
Balance
|
| |
June 30, 2022
|
| | | | 2,211,344 | | | | | | 2,212,244 | | |
Balance
|
| |
June 30, 2023
|
| | | | 2,211,344 | | | | | | 2,212,244 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Accumulated losses at the beginning of the financial year
|
| | | | (2,403,839) | | | | | | (1,368,863) | | |
Loss after income tax expense for the year
|
| | | | (750,975) | | | | | | (1,034,976) | | |
Accumulated losses at the end of the financial year
|
| | | | (3,154,814) | | | | | | (2,403,839) | | |
2023
|
| |
Weighted
average interest rate |
| |
1 year
or less |
| |
Between
1 and 2 years |
| |
Between
2 and 5 years |
| |
Over
5 years |
| |
Remaining
contractual maturities |
| ||||||||||||||||||
| | |
%
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| ||||||||||||||||||
Non-derivatives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest bearing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade payables
|
| | | | — | | | | | | 231,136 | | | | | | — | | | | | | — | | | | | | — | | | | | | 231,136 | | |
Loans from shareholders
|
| | | | — | | | | | | — | | | | | | — | | | | | | 719,864 | | | | | | — | | | | | | 719,864 | | |
Lease liabilities
|
| | | | — | | | | | | 110,000 | | | | | | 110,000 | | | | | | 442,750 | | | | | | 5,073,781 | | | | | | 5,736,531 | | |
Total non-derivatives
|
| | | | | | | | | | 341,136 | | | | | | 110,000 | | | | | | 1,162,614 | | | | | | 5,073,781 | | | | | | 6,687,531 | | |
2022
|
| |
Weighted
average interest rate |
| |
1 year
or less |
| |
Between
1 and 2 years |
| |
Between
2 and 5 years |
| |
Over
5 years |
| |
Remaining
contractual maturities |
| ||||||||||||||||||
| | |
%
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| ||||||||||||||||||
Non-derivatives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest bearing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade payables
|
| | | | — | | | | | | 134,472 | | | | | | — | | | | | | — | | | | | | — | | | | | | 134,472 | | |
Loans from shareholders
|
| | | | — | | | | | | 127,100 | | | | | | — | | | | | | — | | | | | | — | | | | | | 127,100 | | |
Lease liabilities
|
| | | | — | | | | | | 110,000 | | | | | | 110,000 | | | | | | 440,000 | | | | | | 5,183,781 | | | | | | 5,843,781 | | |
Total non-derivatives
|
| | | | | | | | | | 244,472 | | | | | | 110,000 | | | | | | 567,100 | | | | | | 5,183,781 | | | | | | 6,105,353 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Other transactions: | | | | | | | | | | | | | |
Expenses paid on behalf of the company by 1414 Degrees Limited as parent
entity |
| | | | — | | | | | | 624,621 | | |
Lease payments made on behalf of the company by 1414 Degrees Limited as
parent entity |
| | | | — | | | | | | 110,000 | | |
Expenses paid on behalf of the company by 1414 Degrees Limited as controlling entity
|
| | | | 296,382 | | | | | | 64,075 | | |
Expenses paid on behalf of the company by Vast Solar Pty Ltd as controlling entity
|
| | | | 296,382 | | | | | | 63,025 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Non-current borrowings: | | | | | | | | | | | | | |
Loan from controlling entity – 1414 Degrees Limited
|
| | | | 360,457 | | | | | | 64,075 | | |
Loan from controlling entity – Vast Solar Pty Ltd
|
| | | | 359,407 | | | | | | 63,025 | | |
| | |
2023
|
| |
2022
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Lease payments, including interest made by related parties (note 12)
|
| | | | 110,000 | | | | | | 110,000 | | |
Shares issued on conversion of loan (note 13)
|
| | | | — | | | | | | 2,211,344 | | |
Payments of operating expenses made by related parties (note 19)
|
| | | | 592,764 | | | | | | 751,722 | | |
Lease modification
|
| | | | — | | | | | | 1,071,737 | | |
| | |
December 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 468,461 | | | | | $ | 2,505,395 | | |
Prepaid expenses
|
| | | | 375,000 | | | | | | — | | |
Total current assets
|
| | | | 843,461 | | | | | | 2,505,395 | | |
Investments held in Trust
|
| | | | 284,840,707 | | | | | | 281,523,211 | | |
Total assets
|
| | | $ | 285,684,168 | | | | | $ | 284,028,606 | | |
Liabilities and Stockholders’ Deficit: | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable and accrued liabilities
|
| | | $ | 235,995 | | | | | $ | 232,555 | | |
Income taxes payable
|
| | | | 87,473 | | | | | | — | | |
Due to related party
|
| | | | 10,464 | | | | | | 597,500 | | |
Total current liabilities
|
| | | | 333,932 | | | | | | 830,055 | | |
Deferred legal fees
|
| | | | 1,469,726 | | | | | | 615,634 | | |
Deferred underwriting commissions
|
| | | | 9,660,000 | | | | | | 9,660,000 | | |
Total liabilities
|
| | | | 11,463,658 | | | | | | 11,105,689 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 27,600,000 shares subject to redemption at $10.31 and $10.20 per share, respectively
|
| | | | 284,477,945 | | | | | | 281,520,000 | | |
Stockholders’ Deficit: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 27,600,000 shares subject to possible redemption)
|
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 50,000,000 shares authorized;
none issued and outstanding |
| | | | — | | | | | | — | | |
Class F common stock, $0.0001 par value; 50,000,000 shares authorized;
6,900,000 shares issued and outstanding |
| | | | 690 | | | | | | 690 | | |
Accumulated deficit
|
| | | | (10,258,125) | | | | | | (8,597,773) | | |
Total stockholders’ deficit
|
| | | | (10,257,435) | | | | | | (8,597,083) | | |
Total liabilities and stockholders’ deficit
|
| | | $ | 285,684,168 | | | | | $ | 284,028,606 | | |
| | |
For the year
ended December 31, 2022 |
| |
For the
period from March 24, 2021 (inception) through December 31, 2021 |
| ||||||
General and administrative expenses
|
| | | $ | 1,963,012 | | | | | $ | 251,365 | | |
Loss from operations
|
| | | | (1,963,012) | | | | | | (251,365) | | |
Other income: | | | | | | | | | | | | | |
Interest income earned on investments held in trust
|
| | | | 4,073,078 | | | | | | 3,211 | | |
Income (loss) before provision for income taxes
|
| | | | 2,110,066 | | | | | | (248,154) | | |
Provision for income taxes
|
| | | | (812,473) | | | | | | — | | |
Net income (loss)
|
| | | $ | 1,297,593 | | | | | $ | (248,154) | | |
Basic and diluted weighted average redeemable common shares
outstanding |
| | | | 27,600,000 | | | | | | 4,502,128 | | |
Basic and diluted net income per redeemable common share
|
| | | $ | 0.04 | | | | | $ | 2.95 | | |
Basic and diluted weighted average non-redeemable common shares outstanding
|
| | | | 6,900,000 | | | | | | 6,900,000 | | |
Basic and diluted net income (loss) per non-redeemable common share
|
| | | $ | 0.04 | | | | | $ | (1.96) | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity (Deficit) |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class F
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – March 24, 2021 (Inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class F common stock to
Sponsor |
| | | | — | | | | | | — | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Forfeited shares
|
| | | | — | | | | | | — | | | | | | (1,900,000) | | | | | | (190) | | | | | | 190 | | | | | | — | | | | | | — | | |
Issuance of shares to directors
|
| | | | — | | | | | | — | | | | | | 175,000 | | | | | | 17 | | | | | | 683 | | | | | | — | | | | | | 700 | | |
Public offering of units
|
| | | | 27,600,000 | | | | | | 2,760 | | | | | | — | | | | | | — | | | | | | 275,997,240 | | | | | | — | | | | | | 276,000,000 | | |
Sale of private placement warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,730,000 | | | | | | — | | | | | | 13,730,000 | | |
Offering costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,584,629) | | | | | | — | | | | | | (16,584,629) | | |
Shares subject to possible redemption
|
| | | | (27,600,000) | | | | | | (2,760) | | | | | | — | | | | | | — | | | | | | (273,167,621) | | | | | | (2,829,619) | | | | | | (276,000,000) | | |
Accretion for common stock to redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,520,000) | | | | | | (5,520,000) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (248,154) | | | | | | (248,154) | | |
Balance – December 31, 2021
|
| | | | — | | | | | $ | — | | | | | | 6,900,000 | | | | | $ | 690 | | | | | $ | — | | | | | $ | (8,597,773) | | | | | $ | (8,597,083) | | |
Accretion for common stock to redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,957,945) | | | | | | (2,957,945) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,297,593 | | | | | | 1,297,593 | | |
Balance – December 31, 2022
|
| | | | — | | | | | $ | — | | | | | | 6,900,000 | | | | | $ | 690 | | | | | $ | — | | | | | $ | (10,258,125) | | | | | $ | (10,257,435) | | |
| | |
For the
year ended December 31, 2022 |
| |
For the
period from March 24, 2021 (inception) through December 31, 2021 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 1,297,593 | | | | | $ | (248,154) | | |
Adjustments to reconcile net income (loss) to net cash (used by) provided by
operating activities: |
| | | | | | | | | | | | |
Interest from investments held in Trust Account
|
| | | | (4,073,078) | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued liabilities
|
| | | | 3,440 | | | | | | 164,812 | | |
Income taxes payable
|
| | | | 87,473 | | | | | | — | | |
Prepaid expenses
|
| | | | (375,000) | | | | | | — | | |
Due to related party
|
| | | | (587,036) | | | | | | 22,500 | | |
Deferred legal fees
|
| | | | 854,092 | | | | | | 64,053 | | |
Net cash (used by) provided by operating activities
|
| | | | (2,792,516) | | | | | | 3,211 | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Proceeds from Trust Account withdrawn to pay taxes
|
| | | | 755,582 | | | | | | — | | |
Investment of cash in Trust Account
|
| | | | — | | | | | | (281,523,211) | | |
Net cash provided by (used in) investing activities
|
| | | | 755,582 | | | | | | (281,523,211) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from initial public offering of units
|
| | | | — | | | | | | 276,000,000 | | |
Proceeds from issuance of common stock
|
| | | | — | | | | | | 25,700 | | |
Proceeds from sale of private placement warrants
|
| | | | — | | | | | | 13,730,000 | | |
Proceeds from related party loan
|
| | | | — | | | | | | 141,656 | | |
Repayment of related party loan
|
| | | | — | | | | | | (141,656) | | |
Offering costs paid
|
| | | | — | | | | | | (5,730,305) | | |
Net cash provided by financing activities
|
| | | | — | | | | | | 284,025,395 | | |
Net (decrease) increase in cash
|
| | | | (2,036,934) | | | | | | 2,505,395 | | |
Cash – beginning of the period
|
| | | | 2,505,395 | | | | | | — | | |
Cash – end of the period
|
| | | $ | 468,461 | | | | | $ | 2,505,395 | | |
Supplemental disclosure of noncash financing activities: | | | | | | | | | | | | | |
Deferred legal expense
|
| | | $ | — | | | | | $ | 551,581 | | |
Due to related party
|
| | | $ | — | | | | | $ | 575,000 | | |
Deferred underwriting commissions
|
| | | $ | — | | | | | $ | 9,660,000 | | |
Offering costs included in accounts payable
|
| | | $ | — | | | | | $ | 67,743 | | |
Accretion for common stock to redemption amount
|
| | | $ | 2,957,945 | | | | | $ | 5,520,000 | | |
| | |
For the year ended
December 31, 2022 |
| |
For the Period
from March 24, 2021 (inception) through December 31, 2021 |
| ||||||
Net income (loss) subject to possible redemption
|
| | | $ | 1,297,593 | | | | | $ | (248,154) | | |
Accretion of temporary equity to redemption value
|
| | | | — | | | | | | (22,104,629) | | |
Net income (loss) including accretion of temporary equity to redemption value
|
| | | $ | 1,297,593 | | | | | $ | (22,352,783) | | |
| | |
For the year ended
December 31, 2022 |
| |
For the Period from March 24,
2021 (inception) through December 31, 2021 |
| ||||||||||||||||||
| | |
Redeemable
Common Stock |
| |
Non-Redeemable
Common Stock |
| |
Redeemable
Common Stock |
| |
Non-Redeemable
Common Stock |
| ||||||||||||
Basic and diluted net income (loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss including accretion of temporary equity
|
| | | $ | 1,038,074 | | | | | $ | 259,519 | | | | | $ | (8,825,992) | | | | | $ | (13,526,791) | | |
Accretion of temporary equity to redemption value
|
| | | | — | | | | | | — | | | | | | 22,104,629 | | | | | | — | | |
Allocation of net income (loss)
|
| | | $ | 1,038,074 | | | | | $ | 259,519 | | | | | $ | 13,278,637 | | | | | $ | (13,526,791) | | |
| | |
For the year ended
December 31, 2022 |
| |
For the Period from March 24,
2021 (inception) through December 31, 2021 |
| ||||||||||||||||||
| | |
Redeemable
Common Stock |
| |
Non-Redeemable
Common Stock |
| |
Redeemable
Common Stock |
| |
Non-Redeemable
Common Stock |
| ||||||||||||
Denominator: Weighted average non-redeemable common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding
|
| | | | 27,600,000 | | | | | | 6,900,000 | | | | | | 4,502,128 | | | | | | 6,900,000 | | |
Basic and diluted net income (loss) per share
|
| | | $ | 0.04 | | | | | $ | 0.04 | | | | | $ | 2.95 | | | | | $ | (1.96) | | |
|
| | |
For the Year
ended December 31, 2022 |
| |
For the Period
from March 24, 2021 (inception) through December 31, 2021 |
| ||||||
Federal | | | | | | | | | | | | | |
Current
|
| | | $ | 812,473 | | | | | $ | — | | |
Income tax expense (benefit)
|
| | | $ | 812,473 | | | | | $ | — | | |
| | |
For the Year ended
December 31, 2022 |
| |
For the Period from March 24,
2021 (inception) through December 31, 2021 |
| ||||||||||||||||||
| | |
Amount
|
| |
Percent of
Pretax Income |
| |
Amount
|
| |
Percent of
Pretax Income |
| ||||||||||||
Income tax at U.S. statutory rate
|
| | | $ | 443,114 | | | | | | 21% | | | | | $ | (52,112) | | | | | | 21% | | |
Valuation allowance activity
|
| | | | 369,359 | | | | | | 18% | | | | | | 52,112 | | | | | | (21)% | | |
Total income tax provision/(benefit)
|
| | | $ | 812,473 | | | | | | 39% | | | | | $ | — | | | | | | —% | | |
| | |
December 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Net operating losses
|
| | | $ | 4,875 | | | | | $ | 5,748 | | |
Capitalized costs
|
| | | | 416,597 | | | | | | 46,364 | | |
Deferred taxes before valuation
|
| | | | 421,472 | | | | | | 52,112 | | |
Valuation allowance
|
| | | | (421,472) | | | | | | (52,112) | | |
Net deferred tax assets, net of allowance
|
| | | $ | — | | | | | $ | — | | |
| | |
September 30, 2023
|
| |
December 31, 2022
|
| ||||||
Assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 82,514 | | | | | $ | 468,461 | | |
Prepaid expenses
|
| | | | 106,117 | | | | | | 375,000 | | |
Total current assets
|
| | | | 188,631 | | | | | | 843,461 | | |
Investments held in Trust
|
| | | | 106,861,019 | | | | | | 284,840,707 | | |
Total assets
|
| | | $ | 107,049,650 | | | | | $ | 285,684,168 | | |
Liabilities and Stockholders’ Deficit: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued liabilities
|
| | | $ | 615,207 | | | | | $ | 235,995 | | |
Income taxes payable
|
| | | | — | | | | | | 87,473 | | |
Convertible promissory note – related party
|
| | | | 4,237,596 | | | | | | — | | |
Due to related party
|
| | | | 267,098 | | | | | | 10,464 | | |
Total current liabilities
|
| | | | 5,119,901 | | | | | | 333,932 | | |
Deferred legal fees
|
| | | | 5,889,484 | | | | | | 1,469,726 | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 9,660,000 | | |
Total liabilities
|
| | | | 11,009,385 | | | | | | 11,463,658 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 9,850,641 and 27,600,000 shares subject to redemption at $10.83 and $10.31 per share, respectively
|
| | | | 106,680,153 | | | | | | 284,477,945 | | |
Stockholders’ Deficit: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none
issued and outstanding |
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 500,000,000 shares
authorized; none issued and outstanding (excluding 9,850,641 and 27,600,000 shares subject to possible redemption, respectively) |
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 6,900,000 shares issued and outstanding
|
| | | | 690 | | | | | | 690 | | |
Accumulated deficit
|
| | | | (10,640,578) | | | | | | (10,258,125) | | |
Total stockholders’ deficit
|
| | | | (10,639,888) | | | | | | (10,257,435) | | |
Total liabilities and stockholders’ deficit
|
| | | $ | 107,049,650 | | | | | $ | 285,684,168 | | |
| | |
Three Months Ended
September 30, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
General and administrative expenses
|
| | | $ | 664,128 | | | | | $ | 214,423 | | | | | $ | 6,042,942 | | | | | $ | 842,467 | | |
Loss from operations
|
| | | | (664,128) | | | | | | (214,423) | | | | | | (6,042,942) | | | | | | (842,467) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income earned on investments held in trust
|
| | | | 1,368,284 | | | | | | 1,229,047 | | | | | | 6,460,425 | | | | | | 1,644,333 | | |
Income before provision for income taxes
|
| | | | 704,156 | | | | | | 1,014,624 | | | | | | 417,483 | | | | | | 801,866 | | |
Provision for income taxes
|
| | | | (276,753) | | | | | | (224,021) | | | | | | (1,325,160) | | | | | | (224,021) | | |
Net income (loss)
|
| | | $ | 427,403 | | | | | $ | 790,603 | | | | | $ | (907,677) | | | | | $ | 577,845 | | |
Basic and diluted weighted average redeemable common shares outstanding
|
| | | | 9,850,641 | | | | | | 27,600,000 | | | | | | 18,237,701 | | | | | | 27,600,000 | | |
Basic and diluted net income (loss) per redeemable common share
|
| | | $ | 0.03 | | | | | $ | 0.02 | | | | | $ | (0.04) | | | | | $ | 0.02 | | |
Basic and diluted weighted average non-redeemable common shares outstanding
|
| | | | 6,900,000 | | | | | | 6,900,000 | | | | | | 6,900,000 | | | | | | 6,900,000 | | |
Basic and diluted net income (loss) per non-redeemable common share
|
| | | $ | 0.03 | | | | | $ | 0.02 | | | | | $ | (0.04) | | | | | $ | 0.02 | | |
| | |
Class F
|
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Deficit |
| |||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||
Balance – December 31, 2021
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | (8,597,773) | | | | | $ | (8,597,083) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (231,463) | | | | | | (231,463) | | |
Balance – March 31, 2022
|
| | | | 6,900,000 | | | | | | 690 | | | | | | (8,829,236) | | | | | | (8,828,546) | | |
Net income
|
| | | | — | | | | | | — | | | | | | 18,705 | | | | | | 18,705 | | |
Balance – June 30, 2022
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | (8,810,531) | | | | | $ | (8,809,841) | | |
Net income
|
| | | | — | | | | | | — | | | | | | 790,603 | | | | | | 790,603 | | |
Balance – September 30, 2022
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | (8,019,928) | | | | | $ | (8,019,238) | | |
| | |
Class F
|
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Deficit |
| |||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||
Balance – December 31, 2022
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | (10,258,125) | | | | | $ | (10,257,435) | | |
Offering costs adjustment
|
| | | | — | | | | | | — | | | | | | 9,660,000 | | | | | | 9,660,000 | | |
Accretion for common stock to redemption amount
|
| | | | — | | | | | | — | | | | | | (4,976,904) | | | | | | (4,976,904) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (1,299,403) | | | | | | (1,299,403) | | |
Balance – March 31, 2023
|
| | | | 6,900,000 | | | | | | 690 | | | | | | (6,874,432) | | | | | | (6,873,742) | | |
Accretion for common stock to redemption amount
|
| | | | — | | | | | | — | | | | | | (2,499,854) | | | | | | (2,499,854) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (35,677) | | | | | | (35,677) | | |
Balance – June 30, 2023
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | (9,409,963) | | | | | $ | (9,409,273) | | |
Accretion for common stock to redemption amount
|
| | | | — | | | | | | — | | | | | | (1,658,018) | | | | | | (1,658,018) | | |
Net income
|
| | | | — | | | | | | — | | | | | | 427,403 | | | | | | 427,403 | | |
Balance – September 30, 2023
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | (10,640,578) | | | | | $ | (10,639,888) | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (907,677) | | | | | $ | 577,845 | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Interest from investments held in Trust Account
|
| | | | (6,460,425) | | | | | | (1,644,333) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | | 379,212 | | | | | | (90,830) | | |
Income taxes payable
|
| | | | (87,473) | | | | | | 224,021 | | |
Prepaid expenses
|
| | | | 268,883 | | | | | | (468,750) | | |
Due to related party
|
| | | | 256,634 | | | | | | (507,287) | | |
Deferred legal fees
|
| | | | 4,419,758 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (2,131,088) | | | | | | (1,909,334) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Trust Account withdrawal for Class A common stock redemptions
|
| | | | 186,932,568 | | | | | | — | | |
Principal deposited in Trust Account for extensions
|
| | | | (4,237,596) | | | | | | — | | |
Proceeds from Trust Account withdrawn to pay taxes
|
| | | | 1,745,141 | | | | | | 30,582 | | |
Net cash used by investing activities
|
| | | | 184,440,113 | | | | | | 30,582 | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Redemptions of Class A common stock
|
| | | | (186,932,568) | | | | | | — | | |
Proceeds from promissory note – related party
|
| | | | 4,237,596 | | | | | | — | | |
Net cash provided by financing activities
|
| | | | (182,694,972) | | | | | | — | | |
Net increase (decrease) in cash
|
| | | | (385,947) | | | | | | (1,878,752) | | |
Cash – beginning of the period
|
| | | | 468,461 | | | | | | 2,505,395 | | |
Cash – end of the period
|
| | | $ | 82,514 | | | | | $ | 626,643 | | |
Supplemental disclosure of noncash financing activities: | | | | | | | | | | | | | |
Waived deferred underwriting commissions
|
| | | $ | 9,660,000 | | | | | $ | — | | |
| | |
Three Months Ended
September 30, |
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| ||||||||||||||||||
| | |
Redeemable
Common Stock |
| |
Non-Redeemable
Common Stock |
| |
Redeemable
Common Stock |
| |
Non-Redeemable
Common Stock |
| ||||||||||||
Basic and diluted net income per share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income
|
| | | $ | 251,345 | | | | | $ | 176,058 | | | | | $ | 632,482 | | | | | $ | 158,121 | | |
Denominator: Weighted average non-redeemable
common stock |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding
|
| | | | 9,850,641 | | | | | | 6,900,000 | | | | | | 27,600,000 | | | | | | 6,900,000 | | |
Basic and diluted net income per share
|
| | | $ | 0.03 | | | | | $ | 0.03 | | | | | $ | 0.02 | | | | | $ | 0.02 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| ||||||||||||||||||
| | |
Redeemable
Common Stock |
| |
Non-Redeemable
Common Stock |
| |
Redeemable
Common Stock |
| |
Non-Redeemable
Common Stock |
| ||||||||||||
Basic and diluted net income (loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income (loss)
|
| | | $ | (658,531) | | | | | $ | (249,147) | | | | | $ | 462,276 | | | | | $ | 115,569 | | |
Denominator: Weighted average non-redeemable
common stock |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding
|
| | | | 18,237,701 | | | | | | 6,900,000 | | | | | | 27,600,000 | | | | | | 6,900,000 | | |
Basic and diluted net income (loss) per share
|
| | | $ | (0.04) | | | | | $ | (0.04) | | | | | $ | 0.02 | | | | | $ | 0.02 | | |
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