Vast Solar Pty Limited entered into a definitive agreement to acquire Nabors Energy Transition Corp. (NYSE:NETC) from Nabors Energy Transition Sponsor LLC, Saba Capital Management, L.P., Saba Capital Management GP, LLC and others for approximately $240 million in a reverse merger transaction on February 14, 2023. The implied pro forma equity value of Vast is expected to be between $305 million and $586 million depending on the level of redemptions. The deal would result in Vast becoming a publicly-listed company on the NYSE under the ticker symbol ?VSTE?. Vast?s existing management team will continue to lead the Company following the completion of the transaction and Vast is expected to remain headquartered in Sydney, Australia. Subject to certain conditions, affiliates of Nabors and AgCentral Energy each committed up to $15 million of capital in a combination of a pre-closing convertible note financing and a private placement of ordinary shares of Vast at closing. As of May 11, 2023, Nabors Energy Transition Corp. announced today that its stockholders approved an extension of the date by which it has to consummate its initial business combination, allowing the Company's board of directors, without another stockholder vote, to extend such date up to seven times for an additional one month each time (but in no event to a date later than 25 months from the closing of NETC's initial public offering) (each such month, a "Monthly Extension Period") by depositing $295,519.23 for each monthly extension period into the company's trust account for its public stockholders.

The Transaction was unanimously approved by the Boards of Directors of NETC and Vast. Completion of the proposed Transaction is subject to customary closing conditions, the Vast Ordinary Shares will have been accepted for listing on the NYSE, the registration statement on Form F-4 to be filed by Vast in connection with the Business Combination will have been declared effective, Vast will have available at Closing cash and cash equivalents in an aggregate amount not less than $50 million, SPAC Stockholders? Approval, Australian FIRB Approval and is anticipated to occur in the second or third quarters of 2023. On May 17, 2023, NETC announced that its board of directors has elected to extend the date by which NETC has to consummate a business combination by three additional months from May 18, 2023 to August 18, 2023, as permitted under NETC's second amended and restated certificate of incorporation. Vast intends to use the proceeds from the transaction to fund project development activities in target markets, equity investments in concentrated solar power projects, deployment of manufacturing facilities, continued investment in research and development and for general corporate purposes. As per filling on August 17, 2023, Nabors Energy Transition announced that its board of directors has elected to extend the date by which NETC has to consummate a business combination by one additional month from August 18, 2023 to September 18, 2023. As of September 14, 2023, Nabors Energy Transition Corp. (NYSE: NETC) announced that its board of directors has elected to extend the date by which NETC has to consummate a business combination by one additional month from September 18, 2023 to October 18, 2023 (the "Extension"), as permitted under NETC's second amended and restated certificate of incorporation. As of October 13, 2023, Nabors Energy's board of directors has elected to extend the date by which NETC has to consummate a business combination by one additional month from October 18, 2023 to November 18, 2023. As of November 17, 2023, Nabors Energy Transition Corp.announced that its board of directors has elected to extend the date by which NETC has to consummate a business combination by one additional month from November 18, 2023 to December 18, 2023. In connection with the Extension, Nabors Lux 2 S.a.r.l. ("Nabors Lux"), an affiliate of Nabors Energy Transition Sponsor LLC (the "Sponsor"), has deposited $0.295 million (the "Extension Payment") into NETC's trust account for its public stockholders (the "Trust Account"), As of December 8, 2023, Nabors Energy Transition Corp. announced today that, at a special meeting of NETC stockholders held on December 8, 2023 (the "Extension Meeting"), its stockholders approved an extension of the date by which it has to consummate its initial business combination, allowing the Company's board of directors, without another stockholder vote, to extend such date up to three times for an additional one month each time (but in no event to a date later than 28 months from the closing of NETC's initial public offering) (each such month, a "Monthly Extension Period") by depositing $200,000 for each Monthly Extension Period into the Company's trust account for its public stockholders. As on December 13, 2023, the transaction was approved by the stockholders of Nabors Energy Transition Corp.

Guggenheim Securities, LLC acted as exclusive financial advisor to NETC. Scott Rubinsky, Doug McWilliams, Ramey Layne, David Peck, Lina Dimachkieh, Peter Rogers, Rajesh Patel, Dario Mendoza, Sean Becker, Matt Dobbins, Elizabeth Krabill McIntyre, Brian Howard, Hill Wellford, Damien Lyster and Sarah Mitchell of Vinson & Elkins L.L.P. and King & Wood Mallesons acted as legal advisors to NETC. Milbank LLP acted as legal advisor to Nabors. Joel Rennie, Elliott Smith, Matthew Barnett, Aldrin De Zilva, Scott Fryman, Victoria Rosamond and Nirangjan Nagarajah of White & Case LLP and David Josselsohn, Elizabeth Cameron, Lucy Hall, Mark Goldsmith, Robert Trowbridge and Anna Smyth of Gilbert + Tobin acted as legal advisors to Vast. Stephen M. Kotran and Robert W. Downes of Sullivan & Cromwell LLP represents Guggenheim Securities, LLC as exclusive financial adviser to Nabors Energy Transition Corp. Nabors has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Stockholder Meeting for a fee of $35,000. Continental Stock Transfer & Trust Company acted as transfer agent to Nabors. NETC agreed to pay Guggenheim Securities (i) a $3.5 million transaction fee and (ii) solely at the discretion of NETC, a $250,000 discretionary incentive fee, in each case payable only upon consummation of a transaction. White & Case LLP acted as due diligence provider to Vast. Vinson & Elkins LLP, Fichtner GmbH & Co. KG and King & Wood Mallesons, Australia Branch acted as due diligence providers to NETC.

Vast Solar Pty Limited completed the acquisition of Nabors Energy Transition Corp. (NYSE:NETC) from Nabors Energy Transition Sponsor LLC, Saba Capital Management, L.P., Saba Capital Management GP, LLC and others on December 18, 2023. In connection with the closing of the Business Combination, NETC merged with and into a wholly owned subsidiary of Vast, and NETC?s shares of Class A common stock, warrants to purchase shares of Class A common stock and units consisting of one share of Class A common stock and one-half of one redeemable warrant will cease trading on and be delisted from the New York Stock Exchange as of market open on Tuesday, December 19, 2023. Also on December 19, 2023, Vast?s ordinary shares are expected to begin trading on Nasdaq under the ticker symbol ?VSTE? and its public warrants to purchase ordinary shares are also expected to begin trading on Nasdaq under the ticker symbol ?VSTEW?. As a result of this transaction, Vast has received funds or commitments totaling approximately $60 million of gross proceeds. Proceeds from the transaction will be used to fund acceleration of Vast?s commercial operations (including capital requirements associated with planned electricity, sustainable aviation fuel and methanol production facilities), project sourcing and development activities, deployment of manufacturing facilities for Vast?s proprietary CSP v3.0 systems, continued research and development and general corporate purposes.