Document and Entity Information
Document and Entity Information | 6 Months Ended |
Dec. 31, 2023 | |
Document and Entity Information [Abstract] | |
Document Type | POS AM |
Entity Registrant Name | Vast Renewables Ltd |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001964630 |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF PROF
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Revenue from customers | $ 328 | $ 208 | $ 268 | $ 163 |
Grant revenue | 440 | 339 | 651 | 1,754 |
Total revenue | 768 | 547 | 919 | 1,917 |
Expenses: | ||||
Employee benefits expenses | 2,016 | 1,305 | 2,984 | 2,756 |
Consultancy expenses | 2,200 | 416 | 2,134 | 1,934 |
Administrative and other expenses | 5,485 | 1,318 | 8,080 | 1,618 |
Raw materials and consumables used | 586 | 208 | 600 | 241 |
Depreciation expense | 27 | 23 | 49 | 47 |
Finance costs, net | 1,509 | 1,154 | 2,518 | 2,119 |
Share in loss of jointly controlled entities | 120 | 132 | 254 | 10 |
(Gain)/loss on derivative financial instruments | 164,296 | (5) | (105) | 3 |
Total expenses | 282,256 | 4,551 | 16,514 | 8,728 |
Net loss before income tax | (281,488) | (4,004) | (15,595) | (6,811) |
Income tax benefit | 2 | 67 | 378 | 618 |
Net loss | (281,486) | (3,937) | (15,217) | (6,193) |
(Loss)/gain on foreign currency translation | (241) | 232 | 891 | 1,379 |
Total comprehensive loss for the year | $ (281,727) | $ (3,705) | $ (14,326) | $ (4,814) |
Loss per share: | ||||
Basic loss per share (in dollars per share) | $ (66.44) | $ (1.83) | $ (7.08) | $ (2.88) |
Diluted loss per share (in dollars per share) | $ (66.44) | $ (1.83) | $ (7.08) | $ (2.88) |
Weighted-average number of common shares outstanding (in thousands): | ||||
Weighted-average number of common shares outstanding basic (in shares) | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,148,887 |
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share (in shares) | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,149,000 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 18, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||||||
Cash and cash equivalents | $ 16,509 | $ 2,060 | $ 213 | $ 423 | $ 3,098 | |
Trade and other receivables | 965 | 314 | 81 | |||
R&D tax incentive receivable | 461 | 638 | 714 | |||
Prepaid expenses | 2,590 | $ 1,325 | 44 | 31 | ||
Total current assets | 20,525 | 3,056 | 1,249 | |||
Non-current assets: | ||||||
Investment in joint venture accounted for using the equity method | 1,201 | 1,300 | 1,597 | |||
Loans and advances to related parties | 331 | 225 | 43 | |||
Property, plant and equipment | 38 | 30 | 19 | |||
Right-of-use-assets | 29 | 45 | 81 | |||
Total non-current assets | 1,599 | 1,600 | 1,740 | |||
Total assets | 22,124 | 10,528 | 4,656 | 2,989 | ||
Current liabilities: | ||||||
Borrowings | 19,812 | |||||
Derivative financial instruments | 18 | |||||
Trade and other payables | 9,411 | 21,525 | 5,624 | 1,544 | ||
Contract liabilities | 2 | 104 | ||||
Lease liabilities | 36 | 26 | 37 | |||
Deferred consideration payable | 976 | 955 | 1,578 | |||
Provisions | 239 | 183 | 148 | |||
Total current liabilities | 13,429 | 26,618 | 3,411 | |||
Non-current liabilities: | ||||||
Lease liabilities | 28 | 56 | ||||
Borrowings | 5,404 | 7,134 | 15,632 | |||
Provisions | 122 | 117 | 86 | |||
Derivative financial instruments | 950 | 174 | 32 | |||
Total non-current liabilities | 6,476 | 7,453 | 15,806 | |||
Total liabilities | 19,905 | $ 21,734 | 34,071 | 19,217 | ||
Equity: | ||||||
Issued capital | 297,618 | 2,354 | 2,354 | 2,354 | ||
Share-based payment reserve | 22,692 | 4 | 4 | 4 | 4 | |
Foreign currency translation reserve | 3,044 | 3,285 | 2,626 | 2,394 | 1,015 | |
Capital contribution reserve | 4,591 | 3,652 | 4,591 | 3,452 | ||
Accumulated losses | (321,135) | (39,649) | (28,369) | (24,432) | (18,239) | |
Total equity / (deficit) | 2,219 | (29,415) | $ (19,733) | (16,228) | $ (13,111) | |
Total liabilities and equity | $ 22,124 | $ 4,656 | $ 2,989 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Issued Capital | Share-based Payment Reserve | Capital Contribution | Foreign Currency Translation | Accumulated Losses | Total |
At the beginning at Jun. 30, 2021 | $ 2,354 | $ 4 | $ 1,755 | $ 1,015 | $ (18,239) | $ (13,111) |
Loss during the half-year | (6,193) | (6,193) | ||||
Other comprehensive income | 1,379 | 1,379 | ||||
Modification of convertible notes, shareholder loan, net of tax | 1,697 | 1,697 | ||||
At the end at Jun. 30, 2022 | 2,354 | 4 | 3,452 | 2,394 | (24,432) | (16,228) |
Loss during the half-year | (3,937) | (3,937) | ||||
Other comprehensive income | 232 | 232 | ||||
Modification of convertible notes, shareholder loan, net of tax | 200 | 200 | ||||
At the end at Dec. 31, 2022 | 2,354 | 4 | 3,652 | 2,626 | (28,369) | (19,733) |
At the beginning at Jun. 30, 2022 | 2,354 | 4 | 3,452 | 2,394 | (24,432) | (16,228) |
Loss during the half-year | (15,217) | (15,217) | ||||
Other comprehensive income | 891 | 891 | ||||
Modification of convertible notes, shareholder loan, net of tax | 1,139 | 1,139 | ||||
At the end at Jun. 30, 2023 | 2,354 | 4 | $ 4,591 | 3,285 | (39,649) | (29,415) |
Loss during the half-year | (281,486) | (281,486) | ||||
Other comprehensive income | (241) | (241) | ||||
At the end at Dec. 31, 2023 | $ 297,618 | $ 22,692 | $ 3,044 | $ (321,135) | $ 2,219 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash from operating activities: | ||||
Loss during the half-year | $ (281,486) | $ (3,937) | $ (15,217) | $ (6,193) |
Adjustments to net loss: | ||||
Share in loss of jointly controlled entities | 120 | 132 | 254 | 10 |
Depreciation and amortization expense | 27 | 23 | 49 | 47 |
Non-cash finance costs recognised in profit or loss | 1,509 | 1,154 | 2,518 | 2,118 |
Unrealised (gain)/loss on derivative financial instruments | 164,296 | (5) | (105) | 3 |
Deferred income tax expense/(benefit) | (2) | (67) | (378) | (618) |
Changes in operating assets and liabilities: | ||||
Trade and other receivables | (650) | 42 | (233) | 68 |
Prepaid expenses | (2,547) | (12) | (13) | (28) |
R&D tax incentive receivable | 177 | (331) | 76 | 35 |
Contract liabilities | (2) | (59) | (102) | 104 |
Trade and other payables | (15,986) | 60 | 4,079 | 1,149 |
Deferred income | (1,037) | |||
Provisions | 61 | 14 | 66 | 17 |
Foreign exchange differences | (246) | 155 | (45) | 215 |
Net cash used in operating activities | (27,962) | (2,831) | (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 | (86) | (77) | (144) | (43) |
Purchases of property, plant and equipment | (34) | (6) | (33) | (15) |
Net cash used in investing activities | (103) | (84) | (168) | (124) |
Cash flows from financing activities: | ||||
Payment of deferred consideration | (562) | (607) | ||
Proceeds from borrowings | 33,333 | 3,291 | 11,515 | 1,838 |
Repayment of lease liabilities | (5) | (21) | (37) | (45) |
Net cash generated by financing activities | 42,531 | 2,708 | 10,871 | 1,793 |
Net increase/(decrease) in cash and cash equivalents | 14,466 | (207) | 1,652 | (2,441) |
Effect of exchange rate changes on cash | (17) | (3) | (15) | (234) |
Cash and cash equivalents at the beginning of the period | 2,060 | 423 | 423 | 3,098 |
Cash and cash equivalents at the end of the period | $ 16,509 | $ 213 | $ 2,060 | $ 423 |
General information
General information | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
General information | ||
General information | 1. General information The consolidated financial statements comprise of Vast Renewables Limited (formerly Vast Solar Pty Ltd) and the entities it controls. Unless the context requires otherwise, references in this report to “we,” “us,” “our,” “the Company,” or “Vast” mean Vast Renewables Limited and the entities it controls. Vast is an Australian public company limited by shares incorporated on March 27, 2009. We are a leading renewable energy company that has developed concentrated solar power (CSP) systems to generate, store and dispatch carbon free, utility-scale electricity and industrial heat, and to enable the production of green fuels. Our unique approach to CSP utilizes a proprietary, modular sodium loop to efficiently capture and convert solar heat into these end products. Our vision is to provide continuous carbon-free energy globally by deploying our CSP technology and complementary technologies (e.g., intermittent solar PV and wind) to deliver renewable and dispatchable electricity, heat and storage on a continuous basis. We believe our CSP technology is capable of providing competitive, dispatchable and carbon-free power for on- and off-grid power generation applications, energy storage, process heat, and has the potential to unlock green fuels production. Vast’s registered office and principal place of business is as follows: Level 7, Suite 02, 124 Walker Street North Sydney NSW 2060 With consummation of the SPAC Merger with Nabors Energy Transition Corp. (“NETC”) on December 18, 2023 (the “Closing Date”) as provided in note 19, this transaction is accounted for as a capital reorganization. The SPAC Merger, which is not within the scope of IFRS 3 as NETC does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. As such, the SPAC Merger was achieved with the Company issuing shares to NETC shareholders in exchange for the net liabilities of NETC ( $11.2 million) as of the Closing Date, accompanied by a share recapitalization. The net liabilities of NETC are stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of the Company’s shares issued considering a fair value of the Vast Ordinary Shares of $11.99 per share (price of Vast Ordinary Shares at the Closing Date) over the fair value of NETC’s identifiable net liabilities acquired represents compensation for the service of a share exchange listing for its shares and is expensed as incurred (“share based listing expense”) and further details of share based listing expense is provided in note 19. As a result of the SPAC Merger, NETC became a wholly-owned direct subsidiary of the Company. On December 19, 2023, the Ordinary Shares and public Vast Warrants commenced trading on the Nasdaq Stock Market, or “Nasdaq,” under the symbols “VSTE” and “VSTEW,” respectively. The following table provides information relating to our directors and executive officers as of the date of approving these condensed financial statements. Name Age Position Craig Wood 46 Chief Executive Officer and Director Marshall (Mark) D. Smith* 63 Chief Financial Officer Kurt Drewes 50 Chief Technology Officer Alec Waugh 57 General Counsel Sue Opie 56 Chief People Officer Peter Botten* 68 Chairman Colleen Calhoun* 57 Director Thomas Quinn* 62 Director William Restrepo* 63 Director Colin Richardson* 62 Director John Yearwood* 64 Director * appointed during the six months ended December 31, 2023 or since, before approving these condensed financial statements. | 1. The consolidated financial statements comprise of Vast Solar Pty Ltd and the entities it controls. Unless the context requires otherwise, references in this report to “we,” “us,” “our,” “the Company,” or “Vast” mean Vast Solar Pty Ltd and the entities it controls. Vast, founded in Sydney, Australia is a clean, renewable energy company specializing in the design and manufacturing of concentrated solar thermal power (CSP) systems to generate carbon free, utility-scale electricity, industrial heat, and green fuels. The Company’s differentiated modular CSP system, utilizing proprietary sodium loop heat transfer technology, provides customers with a solution to the enduring challenge of intermittent renewable energy through 24/7 dispatchable power and heat. Vast’s registered office and principal place of business is as follows: 226-230 Liverpool Street These financial statements were authorised for issue by the Board of Directors of Vast on September 29, 2023, except for the effects of the share consolidation discussed in Note 22(6) to the consolidated financial statements, as to which the date is April 24, 2024. |
Significant accounting policies
Significant accounting policies | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Significant accounting policies | ||
Significant accounting policies | 2. Significant accounting policies a) Basis of preparation The condensed consolidated interim financial statements for the half-year reporting period ended December 31, 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting . These financial statements comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as applicable to interim financial reporting. The condensed consolidated financial statements do not include all the notes of the type normally included in an annual financial report. Therefore, these financial statements should be read together with the annual financial statements for the fiscal year ended June 30, 2023. The accounting policies adopted are consistent with those applied in the Company’s 2023 annual financial statements, except as disclosed below in note 1 (c). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. b) Going concern Vast incurred a net loss of $281.5 million and $3.9 million for the half - years ended December 31, 2023 and 2022, respectively and used net cash in operating activities of $28.0 million and $2.8 million for the half - years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had net current assets of $7.1 million and total net assets of $2.2 million. As of December 31, 2023, promissory notes totalling $5.4 million held by EDF were outstanding and included in the Company’s liabilities. On January 12, 2024, Vast issued an additional 681,620 Ordinary Shares to Nabors Lux 2 S.a.r.l (“Nabors”) for a consideration of $7.0 million pursuant to the Nabors Backstop Agreement, as contemplated in the Business Combinations Agreement (“BCA”). In addition, under the BCA, Nabors granted Vast a term loan in the form of the Backstop Loan Agreement in an amount of up to $5.0 million which Vast expects to draw upon within the next 12 months. The Company is forecasting that it will continue to incur significant operating cash outflows to fund the contracting, construction and commissioning of its current projects and to meet all of its obligations, including interest and principal payments on the outstanding debt. In particular, the development and delivery of projects “VS1” (a 30 MW / 288 MWh reference CSP plant located in Port Augusta, South Australia) and “SM1” (a 20 ton per day solar methanol demonstration facility that will be co-located with and partially powered by VS1) will require substantial funding. These projects are expected to rely on outside sources of financing. The Australian Renewable Energy Agency’s (ARENA) has announced funding of up to AUD 65 million on February 13, 2023 for VS1. On January 27, 2023, ARENA also announced that Vast will receive up to AUD 19.5 million from ARENA and Vast’s consortium partner, Mabanaft will receive up to EUR 12.4 million from Projektträger Jülich on behalf of the German government for SM1, in each case as part of the HyGATE Program. The funding awards for VS1 and SM1 are each subject to multiple conditions precedent, including but not limited to the ability to provide sufficient equity to meet the balance of funding requirements for the projects, the projects achieving financial close prior to specified dates and securing relevant permitting and approvals such as a grid connection. In addition, the Australian Federal government has announced financial support for the development of VS1 of up to AUD 110 million, the terms and conditions of which (including, inter alia, achievement of financial close of VS1 by a specified date) are to be negotiated with the Department of Climate Change, Energy, the Environment and Water and approved by the Australian Federal Government. Vast intends to raise additional funding through an external capital raise commencing early in the financial year ending June 30, 2025. Vast’s ability to pursue its growth strategy and to continue as a going concern is principally dependent on the ability of the Company to meet its cash flow forecasts and to raise additional funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. c) Application of new and amended accounting standards adopted by the group A number of amended standards became applicable for the current reporting period. The group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards. | 2. a) Compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. In accordance with IAS 21 The effects of change in foreign exchange rates ● The consolidated statements of profit or loss and comprehensive income and statement of cash flows for each year have been translated into US dollars using average foreign currency rates prevailing for the relevant period. ● All assets and liabilities in the consolidated statements of financial position have been translated into US dollars at the exchange rate prevailing at each relevant reporting date. ● The equity section of the consolidated statements of financial position has been translated into US dollars using historical rates i.e. translated using the rates of exchange in effect as of the dates of the various capital transactions. ● All resulting exchange differences arising from the translation are included in other comprehensive income. ● Loss per share has also been restated to US dollars to reflect the presentation currency. The year-end exchange rate used was A$/US$ 1:0.6630 and 1:0.6889 as of June 30, 2023 and June 30, 2022, respectively. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign currency translation reserve Exchange differences arising on performing the above translation procedures are recognised in other comprehensive income and accumulated in a separate reserve within equity referred as foreign currency translation reserve. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Historical cost convention The consolidated financial statements have been prepared on the basis of historical cost, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. b) Going concern Vast incurred a net loss of $15.2 million and $6.2 million for the years ended June 30, 2023 and 2022, respectively and used net cash in operating activities of $9.1 million and $4.1 million for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had net current liabilities of $23.6 million and a net total deficit of $29.4 million. As of June 30, 2023, loans and convertible promissory notes totalling $19.8 million held by the Company’s parent entity, AgCentral Energy Pty Limited (“AgCentral Energy”) due to mature on December 31, 2023, were outstanding and included in the current liabilities. The Company is forecasting that it will continue to incur significant operating cash outflows to fund its expansion and to meet all of its obligations, including interest and principal payments on the outstanding debt. As such, the ability of Vast to continue as a going concern is principally dependent on one or more of the following: (1) Successful completion of the Business Combination as described below; (2) the ability of the Company to meet its cash flow forecasts; and (3) the ability of the Company to raise funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 13, 2023, AgCentral Pty Limited (“AgCentral”), transferred to AgCentral Energy, all interests held in the Company as of that date, represented by ordinary shares, convertible loan notes and investor loans. On February 14, 2023, Vast entered into a Business Combination Agreement (“BCA”) with the intention to merge with and into Nabors Energy Transition Corp (“NETC”), subject to certain conditions. Concurrently with signing of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest. Concurrently with the signing of the BCA, Nabors Lux 2 S.a.r.l., an affiliate of Nabors (“Nabors Lux”) and AgCentral Energy entered into a subscription agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral Energy have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Secured Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. On February 15 and June 27, 2023, Nabors Lux funded its $5.0 million of commitment under the Notes Subscription Agreement. On April 13, 2023, AgCentral Energy funded $2.5 of its $5.0 million commitment under the Notes Subscription Agreement. Nabors Lux and AgCentral Energy also entered into an Equity Subscription Agreement, pursuant to which they agreed to commit up to $15.0 million each (or $30.0 million in aggregate) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral Energy as applicable, pursuant to the Notes Subscription Agreement), in a private placement for Vast common shares at completion of the BCA. Vast may also enter into additional agreements with third parties, for private placements of additional shares or convertible notes (the PIPE financing). On August 15, 2023 AgCentral Energy funded the remaining $2.5 million of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments), securing $10 million of the total financing required under the BCA. c) Revenue is recognised at an amount that reflects the consideration to which Vast is expected to be entitled in exchange for transferring goods to a customer. For each contract with a customer, Vast: ● identifies the contract with a customer; ● identifies the performance obligations in the contract; ● determines the transaction price; ● allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good to be delivered; ● and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Please refer to Note 3 — Revenue from customers for further information on the accounting of the Company’s revenue from contract with customers. All revenue is stated net of the amount of goods and services tax (GST). d) Vast recognises grant income from the contributions received from the government which is measured at the fair value of the consideration received or receivable. Government grants are not recognised until there is reasonable assurance that Vast will comply with the conditions attaching to them and that the grants will be received. Government grants related to income are presented on a gross basis and are recognised in profit or loss on a systematic basis over the periods in which Vast recognises as expenses the related costs which the grants are intended to compensate. Investment allowances and similar tax incentives Vast is entitled to qualifying expenditure under the Research and Development Tax Incentive regime. Vast accounts for such allowances as government grants which means they are recognised in the income over the period in which the related research and development (R&D) expenses are recognised in accordance with IAS 20. Specifically, government grants whose primary condition is that Vast should purchase, construct, or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statements of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets Please refer to Note 4 — Grant income for further information accounting for government grants. e) Finance income from a financial asset is recognised when it is probable that the economic benefits will flow to Vast and the amount of revenue can be measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. f) The Company operates as one operating segment. The Company’s board of directors (Board), who are the chief operating decision maker (CODM), reviews the financial information on a consolidated basis for the purpose of allocating resources and assessing performance. g) (i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position. (ii) Vast also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. The obligation is presented as non-current liabilities under provisions for employee benefits in the consolidated statements of financial position. (iii) The grant-date fair value of equity-settled share-based payment arrangements granted to employees with non-vesting conditions is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Management Equity Plan shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. h) Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statements of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Vast’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. These are recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current tax is also recognised in other comprehensive income or directly in equity, respectively. Where current tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Deferred Income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets. i) Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which are convertible to a known amount of cash and subject to an insignificant risk of change in value, and bank overdrafts. j) Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective ‘basis. The depreciation rates used for each class of depreciable assets are: Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Impairment of assets At the end of each reporting period, Vast reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, Vast estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. k) Provisions are recognised when Vast has a present obligation (legal or constructive) as a result of a past event, it is probable that Vast will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. l) Financial assets and financial liabilities are recognised when Vast becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are measured subsequently in their entirety at either amortised cost. Classification of financial assets Debt instruments that meet the following conditions are measured subsequently at amortised cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Vast’s financial assets at amortised cost includes trade receivables. Amortised cost and effective interest method The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Impairment of financial assets Vast recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. Vast always recognises lifetime expected credit losses (ECL) for trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on Vast’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Derecognition of financial assets Vast derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. Financial liabilities and equities Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the entity are recognised at the proceeds received, net of direct issue costs. Derivative financial instruments Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. Embedded derivatives An embedded derivative is a component of a hybrid contract that also includes a non-derivative host — with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss (FVTPL). Further, such derivatives are initially recognised at fair value and the residual amount is the initial carrying value of the host contract liability. An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months. Other financial liabilities Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. Trade and other payables are recognised and are accrued at year end. Other financial liabilities such as interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Modification of financial liabilities : When the contractual terms of a financial liability are substantially modified, it is accounted for as an extinguishment of the original debt instrument and the recognition of a new financial liability. Quantitatively, a modification to the terms of a financial liability is substantial if the net present value of the cash flows under the modified terms, including any fees paid net of any fees received, is at least 10 percent different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rate. The new debt instrument is recorded at fair value and any difference from the carrying amount of the extinguished liability, including any non-cash consideration transferred, is recorded in profit or loss. If a modification to the terms of a financial liability is not substantial, then the amortised cost of the liability is recalculated as the present value of the estimated future contractual cash flows, discounted at the original effective interest rate. The resulting gains or losses are recognised in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial liability and are amortised over its term. Where the counterparty is a shareholder and changes to terms and conditions were not made to reflect changes in market conditions, the resulting gain or loss from the modification or extinguishment is recognised as a contribution from/distribution to shareholders directly in equity. Derecognition of financial liabilities Vast derecognises financial liabilities when, and only when, Vast’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statements of profit or loss and other comprehensive income. Offsetting of financial instruments Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. m) Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. This is calculated on a cash-settled basis and then accrued for a year end. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows. n) Vast as lessee Vast assesses whether a contract is or contains a lease, at inception of the contract. Vast recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, Vast recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, if this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: ● fixed lease payments (including in substance fixed payments), less any lease incentives receivable; ● variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● the amount expected to be payable by the lessee under residual value guarantees; ● the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and ● payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease The lease liability is presented as a separate line in the consolidated statements of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. Vast remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: ● the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used) ● a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the u |
Revenue from customers
Revenue from customers | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Revenue from customers | ||
Revenue from customers | 3. Revenue from customers Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Consulting fees $ 326 $ 146 Margin fees 2 62 $ 328 $ 208 Consulting fees Revenue from consulting fees is recognised predominantly in relation to the design, engineering and project management services for a solar facility owned by Commonwealth Scientific and Industrial Research Organisation (CSIRO), based on the actual services provided to them at the end of the reporting period as a proportion of the total services to be provided. Revenue is recognised over time as the customer receives and uses the benefits from consulting services simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours for each project or contract. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenue or costs are reflected in profit or loss in the period in which the circumstances that give rise to the change become known by management. In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by Vast exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. Margin fees In relation to the facility mentioned above, Vast is charging a margin fee in the form of 10% administration and handling fee for the procurement of equipment, components, and materials on behalf of CSIRO. The Company recognises revenue from procurement service at a point in time when goods are acquired and are presented net of relevant gross receipts and gross payments. | 3. Year ended June 30, 2023 2022 (In thousands of US Dollars) Consulting fees $ 170 $ 140 Margin fees 98 23 $ 268 $ 163 Consulting fees Revenue from consulting fees, in relation to the design, engineering and project management services for a solar facility owned by Commonwealth Scientific and Industrial Research Organisation (CSIRO), is recognised based on the actual services provided to them at the end of the reporting period as a proportion of the total services to be provided. Revenue is recognised over time as the customer receives and uses the benefits from consulting services simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours for each project or contract. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenue or costs are reflected in profit or loss in the period in which the circumstances that give rise to the change become known by management. In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by Vast exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. Margin fees In relation to the facility mentioned above, Vast is charging a margin fee in the form of 10% administration and handling fee for the procurement of equipment, components, and materials on behalf of CSIRO. The Company recognises revenue from procurement service at a point in time when goods are acquired and are presented net of relevant gross receipts and gross payments. Disaggregation of revenue from contracts with customers Vast’s revenue is wholly derived in Australia. For the year ended June 30, 2023, most of the revenue from customers was earned from a single customer, CSIRO (all revenue from customers for the year ended June 30, 2022), and all of the company’s grant income was received from the Australian government or its related agencies. Vast’s revenue from the transfer of goods and services over time and at a point in time is as follows: 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 |
Grant revenue
Grant revenue | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Grant revenue | ||
Grant revenue | 4. Grant revenue Research and Development tax incentives In order to encourage the industry to invest more in R&D, the Australian government offers a tax incentive that reduces the Company’s R&D costs by offering tax offsets for eligible R&D expenditure. Under the R&D Tax Incentive, Vast is eligible to receive a refundable R&D tax offset in respect of its eligible R&D expenditure. R&D tax incentives Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Refundable R&D tax offset for the half-year $ 440 $ 339 R&D Tax credit recoveries recognised as grant income $ 440 $ 339 | 4. 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 a) ARENA grant Contributions have been received from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30MW concentrated solar thermal power reference plan variation contract (variation funding agreement) and associated R&D activities. See Note 21 — Contingent assets, liabilities & commitments. Government grants are deferred when received and subsequently recognised in profit or loss in line with the recognition of expenses for which the grants were intended to compensate. As of June 30, 2023 and 2022, respectively, no grant income was deferred on the balance sheet, all of the deferred grant income as of June 30, 2021 has been recognised in profit during the year ended June 30, 2022 ($1.0 million). b) Research and Development tax incentives In order to encourage the industry to invest more in R&D, the Australian government offers a tax incentive that reduces the Company’s R&D costs by offering tax offsets for eligible R&D expenditure. Under the R&D Tax Incentive, Vast is eligible to receive a refundable R&D tax offset in respect of its eligible R&D expenditure. R&D tax incentives 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 |
Expenses
Expenses | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Expenses | ||
Expenses | 5. Expenses Net loss includes the following expenses: Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Administrative and other expenses: Share based payment expenses (1) $ 750 $ — Legal and accounting expenses 3,781 1,050 Other expenses 954 268 $ 5,485 $ 1,318 Gain/loss on derivative financial instruments: Realised loss on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral (2) $ 170,376 $ — Unrealised gain on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral — (5) Unrealised gain on Promissory Note issued to EDF (2) (4,666) — Unrealised gain on NETC Warrants (2) (1,414) — $ 164,296 $ (5) Finance costs: Interest expense on Convertible Note 3 – AgCentral $ 431 $ 449 Interest expense on Convertible Note 4 – AgCentral 506 459 Interest expense on Convertible Note 5 – AgCentral 58 61 Interest expense on Senior Convertible Notes – AgCentral & Nabors 309 — Interest expense on Loans from shareholders – AgCentral 159 118 Interest expense on Promissory Note – EDF 43 — Other 3 67 $ 1,509 $ 1,154 (1) Refer to note 14 – Reserves for more details relating to share based payment expenses. (2) Refer to note 16 – Financial Instruments – Fair values and financial risk management for further details. | 5. Net loss includes the following expenses: 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 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 During the years ended June 30, 2023 and 2022, Vast incurred research and development related expenses of $1.50 million and $2.13 million respectively, which are included within the expenditure categories above as they do not meet the capitalisation requirements of IAS 38 Intangible Assets |
Income tax benefit
Income tax benefit | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Income tax expense | ||
Income tax benefit | 6. Income tax expense The standard rate of corporations’ tax applied to taxable profit is 25% for the six months ended December 31, 2023 and 2022. As at December 31, 2023, Vast has unused tax losses of $6.2 million for which no deferred tax asset has been recognised. Deferred tax assets have not been recognised for the unused tax losses as they are not likely to generate taxable income in the foreseeable future. Income tax expense is recognised based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. As management has determined that the recognition criteria associated with Deferred Tax Assets, including Deferred Tax Assets arising from unused losses is not satisfied, whereby it must be probable that future taxable profits will arise, no income tax expense has been recorded and therefore there is no effective tax rate for the six months ended December 31, 2023 and December 31, 2022. During the half-year ended December 31, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy were discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the BCA. As such requirements of the Commercial Debt Forgiveness provisions of the income tax legislation applied, and a gain on forgiveness arose where the market value of the commercial debt amount released was greater than the market value of the shares issued. The net forgiven amount upon consummation of the BCA was $17.1 million. The gain on forgiveness was applied to reduce the tax losses brought forward as at June 30, 2023, certain expenditure amounts incurred in previous income years, and the cost base of certain Capital Gains Tax assets. | 6. 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 Reconciliation of income tax benefit 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) As per Note 4 — Grant revenue, Vast is entitled to R&D offsets for qualifying R&D expenditure. These offsets are recorded as income rather than a credit to tax expense, and relevant adjustments have been shown in the reconciliation above as a result. The standard rate of corporations’ tax applied to taxable profit is 25% for the years ended June 30, 2023 and 2022. Tax losses Vast has unused tax losses of $12.55 million for which no deferred tax asset has been recognised, with potential future tax benefits of $3.14 million. Deferred tax assets have not been recognised for the unused tax losses as they are not likely to generate taxable income in the foreseeable future. They can be carried forward indefinitely subject to eligibility conditions. During the year ended June 30, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the de-SPAC process. Current & deferred tax liabilities/assets 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 $ — $ — Deferred tax balance movement for the year ended June 30, 2023: a) Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 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 b) Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 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) Deferred tax balance movement for the year ended June 30, 2022: a) Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 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 b) Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 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) |
Loss per share
Loss per share | 12 Months Ended |
Jun. 30, 2023 | |
Loss per share | |
Loss per share | 7. Year Ended June 30, 2023 2022 (In thousands of US Dollars, except per share amounts) Basic loss per share Basic loss per share (7.08) (2.88) Diluted loss per share Diluted loss per share (7.08) (2.88) 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 2,149 2,149 Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share 2,149 2,149 The convertible notes disclosed in Note 11 — Borrowings have not been included in the calculation of diluted loss per share because they are antidilutive for the years ending June 30, 2023 and 2022 due to Vast being in a loss making position. The convertible notes could potentially dilute basic earnings per share in the future. Calculation of the earnings per share for the year ended June 30, 2023 and June 30, 2022 on the consolidated statements of profit or loss and other comprehensive income are adjusted retrospectively to reflect 25,129,140 ordinary shares converting into 2,148,887 ordinary shares upon consummation of the BCA. Please refer to Note 22(6) for further information. |
Trade and other receivables
Trade and other receivables | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Trade and other receivables | ||
Trade and other receivables | 7. Trade and other receivables December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade receivables 624 4 Goods and Service Tax receivable 170 204 Other receivables 171 106 965 314 | 8. 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 The trade receivables are recognised at their carrying value less any expected credit losses. Vast’s average credit period is 30 days. Expected credit losses are recognised against trade receivables based on specific irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position. The primary customers of Vast are Government organisations and a large Australian state-owned electricity generator. There have been no issues with payment collections or any experiences of default with Vast’s customers. Accordingly, there are no expected credit losses for 2023 and 2022. |
Contract liabilities
Contract liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Contract liabilities | |
Contract liabilities | 9. June 30, 2023 2022 (In thousands of US Dollars) Unearned revenue 2 104 |
Trade and other payables
Trade and other payables | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Trade and other payables | ||
Trade and other payables | 9. Trade and other payables December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade payables 5,207 1,265 Accrued expenses 3,994 4,280 Other payables 210 79 9,411 5,624 Trade payables and accrued expenses as at December 31, 2023 are predominantly made of business combination related consulting and advice costs, and an accrual for excise tax ( $2.9 million) to reflect the cash payment of the U.S. Federal Government Inflation Reduction Act of 2022 1% excise tax for the repurchases of stock. The Inflation Reduction Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. As at December 31, 2022, trade payables and accrued expenses were predominantly made of consulting, legal and consulting fees payable or accrued. | 10. 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 |
Borrowings
Borrowings | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Borrowings | ||
Borrowings | 11. Borrowings December 31, June 30, 2023 2023 Current Non-current Current Non-current (In thousands of US Dollars) Convertible Notes – AgCentral — — 14,281 — Senior Convertible Notes - AgCentral and Nabors Lux — — — 7,134 Shareholder Loan – AgCentral — — 5,531 — Promissory Note – EDF — 5,404 — — — 5,404 19,812 7,134 a) Promissory Note – EDF On December 19, 2023, Vast Intermediate HoldCo Pty Ltd (HoldCo) issued a Promissory Note to EDF Australia Pacific Pty Ltd (EDF). The key contractual terms of the Promissory Note have been summarised below: 1. The Noteholder is EDF Australia Pacific Pty Ltd. 2. The Promissory Note has a Face Value equivalent to EURO 10,000,000 converted into US $10,831,953 at the USD:EUR exchange rate on Bloomberg on the Closing Date. 3. The Promissory Note will accrue interest at 3% per annum. Interest accrues daily on the daily balance of the Outstanding Principal Amount. 4. The Promissory Note has a term of 5 years from the date of issuance; however the Maturity Date may be extended for a period of 2 years at HoldCo’s option by written notice to EDF. On written notice from HoldCo, EDF must extend. 5. EDF has the right to exchange all or any portion of the outstanding principal amount and interest on the Promissory Note at an exchange rate of US $10.20 per share for a period of 5 years (7 years, if extended) following closing. Any partial exchange cannot be less than US$2,000,000. The exchange is conditional on satisfaction of an exchange condition being, EDF has invested at least US$20,000,000 in the project entity of a CSP Project. The project entity of a CSP Project pertains to the standalone entity incorporated for the purpose of developing the CSP project. EDF can elect an amount up to 75% of its equity contribution to the project entity. The remaining portion is Vast’s contribution. A separate Joint Venture agreement will also be entered into for each approved CSP project. This is governed by the ‘Joint Development Agreement’ entered into between Vast Parent and EDF in connection with the ‘Note Purchase Agreement’. Please refer to note 17 - Contingent assets, liabilities & commitment for further discussion on the Joint Development Agreement. 6. New investment clause: a. If Vast enters into an agreement with certain parties, pursuant to which these parties will pay or contribute funds to Vast, the terms of the agreement in respect to security or priority; duration; or interest rate should not be more favourable than that of the Promissory Note. If the terms are more favourable, then the terms to the agreement will be automatically amended to match such other parties’ terms. b. If Vast enters into an agreement to raise capital from third party strategic investors through a privately negotiated transaction and any such funds are used to repay the Nabors Backstop then the terms should be no less favourable than the terms of the Promissory Note. If so, the terms of the Promissory Note shall be automatically amended. As at December 31, 2023, management has evaluated that HoldCo remains in compliance with all covenants, financial (including a prohibition on the declaration or payment of dividends) and non-financial, with respect to the EDF Promissory Note such that non-current classification of the liability is appropriate on the Condensed Statement of Financial Position. As at December 31, 2023, Vast has evaluated its issuance of the note to determine if the components qualify as derivatives requiring separate recognition in its financial statements. The Company has determined the New investment clause, conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the promissory note at amortised cost, with interest expense recognised on an effective yield basis over the tenure of the note. The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statement of profit or loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period. The embedded derivative as part of such contracts have been tabulated below: December 31, June 30, Component Particulars 2023 2023 (In thousands of US Dollars) Embedded derivative Promissory Note – EDF 950 — 950 — On issuance date, the Embedded derivative liability was recognised for $5.5 million. The Company’s closing share price on the first day of trading, i.e. $11.99 was used, being the closest observable market price to the valuation date. As at December 31, 2023 the valuation of the instrument was measured at $1.0 million, the reduction being predominantly driven by the significant decrease in the Company’s share price during the period since issuance ( $5.19 as at December 31, 2023). The conversion option was measured at fair value through profit or loss, driving an unrealised gain of $4.5 million during the period ended December 31, 2023. Refer to volatility and effective interest rate assumptions discussed in note 16 - Financial Instruments – Fair values and financial risk management. Six Months Ended December 31, 2023 2022 Interest expense by applying effective interest rate Promissory Note – EDF 43 — 43 — The average effective interest rate applied during the half-year ended December 31, 2023 is 17.47%. b) Convertible Notes - AgCentral and Nabors Lux Below is the detailed breakdown of the face value for each convertible note issuance (excluding the issuance of incremental notes by way of capitalised coupon payments) and the timing of their respective tranche payments, up to October 24, 2023, last tranche payment prior to the consummation of the BCA: Face Total Face Total Face Value value value per note (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) 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 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 4 August 15, 2023 2,500,000 3,839 2,500 5 October 24, 2023 2,500,000 3,931 2,500 18,830 12,500 36,800 25,351 Convertible Notes 3, 4 and 5 issued by Vast were subjected to the same terms, which are as follows: 1. The Noteholder is AgCentral Energy Pty Ltd, the parent entity of Vast. 2. The Noteholder can elect to convert any or all outstanding convertible notes into ordinary shares by providing written notice to Vast. Each outstanding note can be converted into one ordinary share (‘conversion’). 3. Coupon interest is payable at the rate of 8% per annum on the principal outstanding. Interest accrues daily and is payable every six months . 4. Within the first 18 months of issuance, Vast has the option to settle interest payments in cash or by issuance of additional convertible notes. After the first 18 months, the Noteholder has the option to choose settlement of interest by payment in cash or by issuance of additional convertible notes (‘interest settlement’). As of June 30, 2023, there has been no conversion election from the Noteholder. Refer to note 13 - Issued capital for details on conversion of these notes upon consummation of the BCA. 5. The latest modified maturity date of all convertible notes was October 31, 2021 prior to the extensions noted below. On June 25, 2021, Vast received an interest waiver from the noteholder, where interest was forgiven from January 1, 2021 to December 31, 2021 on all convertible notes along with a revised maturity date of December 31, 2022. On May 24, 2022, Vast received another interest waiver, where interest was forgiven from January 1, 2022 to December 31, 2022 on all convertible notes, along with a revised maturity date of December 31, 2023. Further, on June 30, 2023, Vast received another interest waiver, where interest on Convertible notes 3, 4 and 5 was forgiven from January 1, 2023 to the earlier of the effective date of the BCA and December 31, 2023. Senior Convertible Notes issued by Vast were subjected to the following terms: 1. The Noteholder of Tranche 2 is AgCentral Energy Pty Ltd, the parent entity of Vast. The Noteholder of Tranches 1 and 3 is Nabors Lux 2 S.a.r.l. 2. The Senior Convertible Notes will accrue interest at 4% per annum, ceasing when the Senior Convertible Notes are either redeemed or converted into ordinary shares. Interest is payable six months in arrears. The Company may, at its discretion (but with notice to the Noteholders), pay interest in cash or capitalise interest to the principal amount outstanding for each Senior Convertible Note. 3. If the Company undergoes a business combination, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price based on the market price of shares at a 25% discount. 4. If the Company undergoes a Special Purpose Acquisition Company (“SPAC”) transaction, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price fixed at $10.20 . Refer to note 13 - Issued capital for details on conversion of these notes upon consummation of the BCA. 5. If the Company undergoes an event of default or change of control, the Noteholders may choose to either redeem the Senior Convertible Notes for cash or convert them into ordinary shares. In a conversion event, the conversion price will be based on the market price of shares at a 25% discount. 6. The conversion of the notes is at the discretion of Vast (other than in a scenario where conversion is mandated), if they are held to maturity. Each Senior Convertible Note has a term of 18 months from the date of issuance. Up to the consummation of the BCA, Vast has evaluated its issuance of each convertible note, including Senior Convertible Notes, to determine if the components qualify as derivatives requiring separate recognition in its financial statements. The Company has determined the conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the convertible notes at amortised cost, with interest expense recognised on an effective yield basis over the tenure of convertible notes. The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statement of profit or loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period. Refer to note 16 - Financial Instruments - Fair values and financial risk management for further details. The embedded derivative as part of such hybrid contracts i.e. convertible notes have been tabulated below: December 31, June 30, Component Particulars 2023 2023 (In thousands of US Dollars) Embedded derivative Convertible Note 3 — — Convertible Note 4 — — Convertible Note 5 — 18 Senior Convertible Note — 174 — 192 Six Months Ended December 31, 2023 2022 Interest expense by applying respective effective interest rate applicable to the tranches Convertible Note 3 431 462 Convertible Note 4 506 471 Convertible Note 5 58 62 Senior Convertible Note 309 — 1,304 995 The average effective interest rate applied during the half-year ended December 31, 2023 is 22.63% (half-year ended December 31, 2022: 25.37% ). c) Loans from shareholder – AgCentral Vast historically received interest free loans without any covenants of approximately $5.5 million from AgCentral Energy Pty Ltd to fund its short-term working capital requirements. The maturity date of all the shareholder loans were the earlier of December 31, 2023 and the effective date of the BCA, with all other terms remaining unchanged. The average effective interest rate applied during the half-year ended December 31, 2023 is 5.90% (half - year ended December 31, 2022: 5.90% ). Six Months Ended December 31, 2023 2022 Interest expense by applying effective interest rate Loans from shareholder – AgCentral 159 118 159 118 | 11. 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 Vast has granted AgCentral Energy security over all its assets in respect of all liabilities owed to AgCentral Energy. a) Below is the detailed breakdown of the face value for each convertible note issuance (excluding the issuance of incremental notes by way of capitalised coupon payments) and the timing of their respective tranche payments: Face Total Face Total Face Value value value per note (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) 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 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 Convertible Notes 3, 4 and 5 issued by Vast were subjected to the same terms, which are as follows: 1. The Noteholder is AgCentral Energy Pty Ltd, the parent entity of Vast Solar Pty Ltd. 2. The Noteholder can elect to convert any or all outstanding convertible notes into ordinary shares by providing written notice to Vast. Each outstanding note can be converted into one ordinary share (‘conversion’). 3. Coupon interest is payable at the rate of 8% per annum on the principal outstanding. Interest accrues daily and is payable every six months. 4. Within the first 18 months of issuance, Vast has the option to settle interest payments in cash or by issuance of additional convertible notes. After the first 18 months, the Noteholder has the option to choose settlement of interest by payment in cash or by issuance of additional convertible notes (‘interest settlement’). As of June 30, 2023, there has been no conversion election from the Noteholder. 5. The latest modified maturity date of all convertible notes was October 31, 2021 prior to the extensions noted below. On June 25, 2021, Vast received an interest waiver from the noteholder, where interest was forgiven from January 1, 2021 to December 31, 2021 on all convertible notes along with a revised maturity date of December 31, 2022. On May 24, 2022, Vast received another interest waiver, where interest was forgiven from January 1, 2022 to December 31, 2022 on all convertible notes, along with a revised maturity date of December 31, 2023. Further, on June 30, 2023, Vast received another interest waiver, where interest on Convertible notes 3, 4 and 5 was forgiven from January 1, 2023 to the earlier of the effective date of the BCA and December 31, 2023. Senior Convertible Notes issued by Vast were subjected to the following terms: 1. The Noteholder of Tranche 2 is AgCentral Energy Pty Ltd, the parent entity of Vast Solar Pty Ltd. The Noteholder of Tranches 1 and 3 is Nabors Lux 2 S.a.r.l. 2. The Senior Convertible Notes will accrue interest at 4% per annum, ceasing when the Senior Convertible Notes are either redeemed or converted into ordinary shares. Interest is payable six months in arrears. The Company may, at its discretion (but with notice to the Noteholders), pay interest in cash or capitalise interest to the principal amount outstanding for each Senior Convertible Note. 3. If the Company undergoes a business combination, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price based on the market price of shares at a 25% discount. 4. If the Company undergoes a Special Purpose Acquisition Company (“SPAC”) transaction, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price fixed at $10.20. 5. If the Company undergoes an event of default or change of control, the Noteholders may choose to either redeem the Senior Convertible Notes for cash or convert them into ordinary shares. In a conversion event, the conversion price will be based on the market price of shares at a 25% discount. 6. The conversion of the notes is at the discretion of Vast (other than in a scenario where conversion is mandated), if they are held to maturity. Each Senior Convertible Note has a term of 18 months from the date of issuance. Vast evaluates its issuance of each convertible note to determine if the components qualify as derivatives requiring separate recognition in its financial statements as noted in Note 2(l) — Significant accounting policies — Financial instruments. The Company has determined the conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the convertible notes at amortised cost, with interest expense recognised on an effective yield basis over the tenure of convertible notes. The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statement of profit or loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period. In relation to the modifications to Convertible Notes 3, 4 and 5, the noteholder agreed to the change to the terms and conditions, which included interest waivers and term extensions, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions as referenced in Note 2(r) — Significant accounting policies — Contributed equity were therefore recognised directly in equity as a capital contribution in their capacity as owner. The fair value of the convertible notes are approximate to their carrying amounts as at June 30, 2023 and June 30, 2022. Refer Note 24(d) — Related party transactions — Transactions with other related parties for detailed breakdown in relation to such convertible notes issued by the Company. The embedded derivative as part of such hybrid contracts i.e. convertible notes have been tabulated below: 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 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 The average effective interest rate applied during the year ended June 30, 2023 is 24.31% (year ended June 30, 2022: 25.37%). b) During the year, Vast received interest free loans without any covenants of approximately $4.0 million ($AUD5.9 million) from its shareholder to fund its short-term working capital requirements. As of June 30, 2023 the maturity date of all the shareholder loans were the earlier of December 31, 2023 and the effective date of the BCA, with all other terms remaining unchanged. The gains arising as a result of the extension of maturity and obtaining funding at off-market terms were recognised directly in equity as a contribution by owners in their capacity as owners. Refer to Note 2(r) — Significant accounting policies — Contributed equity for the accounting policy and Note 24(d) — Related party transactions — Transactions with other related parties for detailed breakdown in relation to such shareholder loans. Due to the short-term nature of the loan from shareholder, the fair value approximates to the carrying amount as at June 30, 2023. The average effective interest rate applied during the year ended June 30, 2023 is 6.47% (year ended June 30, 2022: 5.05%). |
Interest in other entities
Interest in other entities | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Interest in other entities | ||
Interest in other entities | 12. Interest in other entities a) Subsidiaries Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 Nabors Transition Energy Corp Subsidiary United States 100 % 0 % Neptune Merger Sub, Inc. Subsidiary United States 0 % 100 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 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 % Vast Employee Shareholdings Pty Ltd Subsidiary Australia 100 % 0 % Vast Intermediate HoldCo Pty Ltd Subsidiary Australia 100 % 0 % Vast Australia HoldCo Pty Ltd Subsidiary Australia 100 % 0 % HyFuel Solar Refinery Pty Ltd Subsidiary Australia 100 % 0 % Vast Renewables HoldCo Corp Subsidiary United States 100 % 0 % Vast Renewables Management Services LLC Subsidiary United States 100 % 0 % Vast US Projects HoldCo Corp Subsidiary United States 100 % 0 % El Paso ProjectCo LLC Subsidiary United States 100 % 0 % Vast has fourteen wholly owned subsidiaries, incorporated in Australia and the United States as at December 31, 2023 ( six as at June 30, 2023). The subsidiaries have share capital consisting solely of ordinary shares that are held directly by Vast and the proportion of ownership interests held equals the voting rights held by Vast. NWQHPP Pty Ltd, Vast Solar 1 Pty Ltd, Solar Methanol 1 Pty Ltd and Vast Solar Consulting Pty Ltd are non-operational, with no activities performed during the half-years ended December 31, 2023 and 2022. Vast Intermediate HoldCo Pty Ltd, Vast Australia HoldCo Pty Ltd, HyFuel Solar Refinery Pty Ltd, Vast Renewables HoldCo Corp and El Paso ProjectCo LLC were incorporated during the half-year ended December 31, 2023 and are non-operational with no activities performed during the period. Under the steps of the BCA, Neptune Merger Sub, Inc. merged with and into the SPAC, with the SPAC surviving the merger as Nabors Transition Energy Corp, a wholly owned subsidiary of Vast. Up to its merger with Neptune Merger Sub Inc., Nabors Transition Energy Corp reported under the Security Exchange Act of 1934 with a financial year ended December 31. During the half-year ended December 31, 2023 Vast formed : ● Vast Renewables Management Services LLC, a Delaware corporation providing services to Vast under its Intercompany Services Agreement. ● Vast Employee Shareholdings Pty Ltd, acting under the Employee Share Trust Deed as the first trustee of the Trust for the benefit of participants in Vast’s Equity Remuneration Schemes. b) Joint venture During the year ended June 30, 2022, Vast Solar Aurora Pty Ltd (“VSA”), a wholly owned subsidiary of the Company, entered into an arrangement to co-develop the Aurora Energy Project commissioned by SiliconAurora. Vast acquired 50% of the shares in SiliconAurora on June 15, 2022 from 14D for consideration of $0.07 million as an initial payment and $1.58 million as deferred consideration. The deferred consideration of $0.62 million was paid in July 2022 from the short term loan obtained from Vast’s shareholder and the remainder of $0.96 million is expected to be paid by October 31, 2024, subject to the joint venture receiving a written offer/ notice to connect from the relevant network service provider. The Company intends to undertake fundraising activities. The funds raised from those activities are intended to be used to settle the acquisition of SiliconAurora by repaying the remaining component of deferred consideration and fund Vast’s on-going operational expenditure. SiliconAurora Pty Ltd will be “the legal and beneficial owner” of all the existing assets comprising the project. From a measurement perspective, Vast applies the equity method and accounts for its share as follows. (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 Carrying value of interest in joint venture at June 30, 2023 1,300 Vast recognises its 50% share of profit of the joint venture for the half-year ended December 31, 2023: Legal and consultancy (85) Interest expense & other fees (20) Amortisation & depreciation (11) Other expenses (3) Net loss (119) Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd (10) Foreign exchange differences 30 Carrying value of interest in joint venture at December 31, 2023 1,201 Further, Vast has recognised an interest-free shareholder loan of $0.33 million for its share of project expenses incurred and on-charged to SiliconAurora. The loan has a three-year term with the entire amount repayable on maturity. Commitments and contingent liabilities in respect of joint ventures: December 31, June 30, 2023 2023 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 436 278 As part of the transaction, 14D issued call options to AgCentral, allowing AgCentral to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Vast has estimated the fair value of the call options to be $0.1 million at the transaction date and has recognised it as part of the acquisition of the investment in SiliconAurora. | 12. a) Ownership Place of interest Name Type incorporation 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 % Vast has six wholly owned subsidiaries, incorporated in Australia and the United States as at June 30, 2023 (four as at June 30, 2022). It has share capital consisting solely of ordinary shares that are held directly by Vast and the proportion of ownership interests held equals the voting rights held by Vast. NWQHPP Pty Ltd, Vast Solar 1 Pty Ltd and Vast Solar Consulting Pty Ltd are non-operational, with no activities performed during the years ended June 30, 2023 and 2022. Solar Methanol 1 Pty Ltd was incorporated during the year ended June 30, 2023 and is non-operational with no activities performed during the year. During the year ended June 30, 2023 Vast formed Solar Methanol 1 Pty Ltd, wholly owned subsidiary incorporated in Australia, and Neptune Merger Sub, Inc., a Delaware corporation. Under the steps of the BCA, it is intended that Neptune Merger Sub, Inc. merges with and into the SPAC, with the SPAC surviving the merger as a wholly owned subsidiary of Vast. b) i. Vast is a participant (50%) in the North-west Queensland Hybrid Power Project (NWQHPP) and entered into a Joint Development Agreement with a large Australian state-owned electricity generator (joint operator) for an independent pre-feasibility analysis for the development of the Project. As of February 2021, both participants had agreed to the joint Feasibility Study to assess the development of the Hybrid Power Project. This joint arrangement has been classified as a joint operation. Vast recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. As of April 30, 2022, the partnership with joint operator has expired. During the year, Vast recognised its 50% share of the total expenses incurred and invoiced reimbursement receivable from joint operator for the excess portion as tabulated below: 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 The reimbursement of $0.3 million as of June 30, 2022, was included in trade receivables and received in the year ended June 30, 2023. ii. During the year ended June 30, 2022, VSA a wholly owned subsidiary of the Company, entered into an arrangement to co-develop the Aurora Energy Project commissioned by SiliconAurora. Vast acquired 50% of the shares in SiliconAurora on June 15, 2022 from 14D for consideration of $0.07 million as an initial payment and $1.58 million as deferred consideration. The deferred consideration of $0.62 million was paid in July 2022 from the short term loan obtained from the shareholder and the remainder of $0.96 million is expected to be paid before June 30, 2024, subject to the joint venture receiving a written offer/ notice to connect from the relevant network service provider. The Company intends to undertake fundraising activities. The funds raised from those activities are intended to be used to settle the acquisition of SiliconAurora by paying off the remaining component of deferred consideration and fund Vast’s on-going operational expenditure. Refer to Note 2(b) — Significant accounting policies — Going concern for further information. SiliconAurora Pty Ltd will be “the legal and beneficial owner” of all the existing assets comprising the project. From a measurement perspective, Vast applies the equity method as outlined in Note 2(q) — Significant accounting policies and account for its share as follows. (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 Vast recognised its 50% share of profit of the joint venture from 15 to June 30, 2022: 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 Vast recognises its 50% share of profit of the joint venture for the year ended June 30, 2023: 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 Further, Vast has recognised an interest-free shareholder loan of $0.23 million for its share of project expenses incurred and on-charged to SiliconAurora. The loan has a three-year term with the entire amount repayable on maturity. Commitments and contingent liabilities in respect of joint ventures: June 30, 2023 2022 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 278 605 As part of the transaction, 14D issued call options to AgCentral, allowing AgCentral to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Vast has estimated the fair value of the call options to be $0.1 million at the transaction date and has recognised it as part of the acquisition of the investment in SiliconAurora. The tables below provide summarised financial information for the joint venture that is material to Vast. Summarised statement of financial position for SiliconAurora Pty Ltd June 30, 2023 June 30, 2022 (In thousands of (In thousands of US Dollars) 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 Summarised statement of profit or loss and other comprehensive income for SiliconAurora Pty Ltd 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) |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Jun. 30, 2023 | |
Property, plant and equipment | |
Property, plant and equipment | 13. 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) Exchange differences 1 1 Closing Balance at June 30 (33) (19) Net book value as of June 30 30 19 |
Right -of-use assets
Right -of-use assets | 12 Months Ended |
Jun. 30, 2023 | |
Right -of-use assets | |
Right -of-use assets | 14. June 30, 2023 2022 (In thousands of US Dollars) Net carrying amount: Office Building 45 81 Vast’s right-of-use asset pertains to the lease of its office. 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) Refer to the consolidated statements of cash flows for the total cash outflow for leases during the year. |
Lease liabilities
Lease liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Lease liabilities. | |
Lease liabilities | 15. June 30, 2023 2022 (In thousands of US Dollars) Current Lease liabilities 26 37 Non-current Lease liabilities 28 56 54 93 Future minimum lease payments Future lease payments payable in relation to lease of the office: 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 |
Provisions
Provisions | 12 Months Ended |
Jun. 30, 2023 | |
Provisions | |
Provisions | 16. 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 Employee benefits represents annual leave and long service leave provisions. |
Issued capital
Issued capital | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Issued capital. | ||
Issued capital | 13. Issued capital December 31, June 30, 2023 2023 (In thousands of US Dollars) 25,129,140 fully paid ordinary shares (1) — 2,354 29,291,884 fully paid following completion of the SPAC Merger, net of transaction costs 297,618 — Total Issued capital 297,618 2,354 Ordinary shareholders participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. The ordinary shares have no par value. The Company does not have a limited amount of authorised capital. (1) Calculation of the earnings per share for the half-year ended December 31, 2022 on the Condensed consolidated statements of profit or loss and other comprehensive income are adjusted retrospectively to reflect 25,129,140 ordinary shares converting into 2,148,887 ordinary shares upon consummation of the BCA. December 31, 2023 (In number of (In thousands of shares) US Dollars) Issuance of shares to employees (1a)(b) 2,301,433 638 Conversion of debt to equity (1c) (2) 15,956,925 208,800 Shares issued to acquire NETC (3) (4) (5) 5,654,616 67,799 PIPE funding (6) 1,715,686 17,506 Shares issued as settlement of transaction expenses (7) 171,569 2,057 Transaction costs accounted for as a deduction from equity ( IAS 32 — (1,536) Movement in Issued capital 25,800,229 295,264 At the Effective Time, Vast issued: (1) As a result of a share consolidation exercise, Vast issued 20,499,999 ordinary shares immediately prior to completion of the SPAC Merger. In a reverse stock split the equity of the merged entity shall reflect the original carrying value of the target’s equity (i.e. Vast) plus the net proceeds received from NETC. Shares issued to Legacy Vast shareholders: (a) 2,036,900 Ordinary Shares issued to MEP Share holders under the MEP Deed dated on or around July 30, 2020, as amended on February 14, 2023 pursuant to the MEP De-SPAC Side Deed. These were exchanged on 1 to 1 basis using carrying value determined just prior to share consolidation exercise. Refer to Note 14 – Reserves for further details; (b) 264,533 Ordinary Shares granted to certain employees of Vast and issued to an employee share trust until such time they are vested, out of the previous MEP share pool, which had not been previously granted to any employees prior to the BCA. Vast consolidates the trust. These shares are treated as treasury shares with Nil carrying value as at December 31, 2023. Refer to Note 14 – Reserves for further details; (c) 18,198,566 Ordinary Shares issued to AgCentral Energy Pty Ltd in exchange for settlement and cancellation of: (i) 25,129,140 Legacy Vast Shares for which AgCentral paid an average price of approximately $ 0.09 per share. On exchange date, the Company recognised the new issued shares at the carrying amount of Legacy Vast Shares from the condensed statement of financial position (including the Capital Contribution Reserve associated to AgCentral, forming part of Vast’s opening reserves as of July 1, 2023), and (ii) convertible notes and other indebtedness of Vast towards AgCentral. On conversion to equity, the Company derecognised the financial liabilities at their carrying amount from the condensed statement of financial position and recognised them as issued capital. This includes the derivative financial liabilities associated with the notes. (2) An aggregate of 1,250,014 Ordinary Shares upon conversion of Senior Convertible Notes held by AgCentral and Nabors Lux. (3) An aggregate of 804,616 Ordinary Shares upon conversion of shares of NETC Class A Common Stock to the holders thereof. Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock (other than Redemption Shares) issued and outstanding immediately prior to the Effective Time were exchanged for a number of Ordinary Shares. This includes 633,250 shares of NETC Class A Common Stock purchased by CAG to satisfy its’ financing obligations. (4) An aggregate of 3,000,000 Ordinary Shares upon conversion of Founder Shares (On March 30, 2021, NETC was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share - the “Founder Shares”) to the holders thereof, and an aggregate of 1,500,000 Ordinary Shares to former members of NETC Sponsor as acceleration of a portion of the Earnback Shares, pursuant to the Nabors Backstop Agreement. Includes and 129,911 Ordinary Shares issued upon conversion of the Founder Shares transferred to CAG prior to the SPAC Merger in connection with CAG’s investments. Pursuant to the CAG Non-Redemption Agreement, CAG agreed not to redeem the shares of NETC’s Class A common stock, in exchange for Nabors agreeing to issue to CAG 129,911 Vast Ordinary Shares. On conversion, the difference between the fair value of the shares issued and net assets/liabilities acquired has been recorded as share based payment expense. Refer to note 19 – Capital reorganization (the “SPAC Merger”) for further information. (5) 350,000 Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement issued as Incremental Funding Commitment Fee. (6) An aggregate of 1,715,686 Ordinary Shares to AgCentral and Nabors Lux pursuant to their respective Equity Subscription Agreements. (7) 171,569 Shares to Guggenheim Securities issued as settlement for transaction expenses, expensed under IFRS 2. | 17. Issued capital (1) June 30, 2023 2022 (In thousands of US Dollars) 25,129,140 fully paid ordinary shares 2,354 2,354 Ordinary shareholders participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. The ordinary shares have no par value. The Company does not have a limited amount of authorised capital. (1) Calculation of the earnings per share for the year ended June 30, 2023 and June 30, 2022 on the consolidated statements of profit or loss and other comprehensive income are adjusted retrospectively to reflect 25,129,140 ordinary shares converting into 2,148,887 ordinary shares upon consummation of the BCA. Please refer to Note 22(6) for further information. Total (In thousands of Number of shares 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 During the year ended June 30, 2021, Vast issued 25,000,000 ordinary shares at $AUD 0.01 per share to AgCentral, totalling to $AUD 0.25 million, along with Convertible Note 5. Refer to Note 11a — Borrowings — Convertible notes for further details. During the year ended June 30, 2023, under a tripartite novation deed, AgCentral Pty Ltd novated the totality of its ordinary shares to AgCentral Energy Pty Ltd. |
Reserves
Reserves | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Reserves | ||
Reserves | 14. Reserves December 31, June 30, 2023 2023 (In thousands of US Dollars) Share-based payment reserve 22,692 4 Capital contribution reserve — 4,591 Foreign currency translation reserve 3,044 3,285 Closing Balance 25,736 7,880 Movement in share-based payment reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 4 4 Add: Fair value of earnout for NETC Sponsor issuable to Nabors 22,576 — Add: Share based payment expense for the period from December 19 to December 31, 2023 112 — As of December 31 22,692 4 As of December 31, 2023, the Group had the following share-based payment arrangements: Earnout for NETC Sponsor issuable to Nabors (equity settled): Upon the occurrence of the following events, 2,400,000 Ordinary Shares are issuable to NETC pursuant to the Support Agreement: ● “Triggering Event I” are to the date on which the volume-weighted average closing sale price of one Ordinary Share quoted on the exchange on which Ordinary Shares are then listed is greater than or equal to $12.50 for any twenty ( 20 ) Trading Days within any thirty ( 30 ) consecutive Trading Day period within the Earnout Period; ● “Triggering Event II” means the date on which the volume-weighted average closing sale price of one Ordinary Share quoted on the exchange on which Ordinary Shares are then listed is greater than or equal to $15.00 for any twenty ( 20 ) Trading Days within any thirty ( 30 ) consecutive Trading Day period within the Earnout Period; ● “Triggering Event III” means the date on which the volume-weighted average closing sale price of one Vast Ordinary Share quoted on the exchange on which Vast Ordinary Shares are then listed is greater than or equal to $17.50 for any twenty ( 20 ) Trading Days within any thirty ( 30 ) consecutive Trading Day period within the Earnout Period; Earnout shares are subject to market vesting conditions and internal milestone conditions. They have been recognised as an incremental share based payment upon consummation of the BCA under IFRS 2. Refer to note 19 – Capital reorganization (the “SPAC Merger”) for further details on the share based listing expense. The fair value of the Earnouts has been estimated using a Monte Carlo simulation to calculate the pay-off based on contractual terms using the following key inputs: ● underlying asset value: a range of value between AUD $1 million to AUD $4 million ● closing stock price at valuation date: $11.99 ● price volatility of the company’s shares, based on guideline companies adjusted for size and leverage: 25% ● discounted at the term-matched risk free rate: 3.90% Earnout for Legacy Vast shareholder issuable to AgCentral: In addition, upon the occurrence of Triggering Events I, II, and III discussed above, and of Triggering Event IV” meaning the date on which a notice to proceed is issued under a contract in respect of the procurement of a 30 MW/288MWhr concentrated solar power project at Port Augusta in South Australia, 2,799,999 Ordinary Shares are issuable to AgCentral pursuant to the Business Combination Agreement. The quoted market price of Vast shares that was used to determine the cost of listing is presumed to include an adjustment for these earnout shares. As a consequence, the fair value of the earnout shares issuable to Legacy Vast shareholders is already factored into the cost of listing and a separate adjustment was not considered necessary. MEP shares (equity settled): The purpose of the Management Equity Plan (“MEP”) was to provide medium to long term incentive to eligible employees and contractors of Vast by having a plan pool limit of 100 shares. 80 shares were issued during the year ended June 30, 2021 at a fair value of AUD $70 per share, with eligible employees and contractors paying cash of AUD $10 per share in addition to providing services to the Company in exchange for those shares. As the shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. The shares did not carry any voting rights nor rights to any dividends or other distributions. Following the occurrence of a liquidity event as defined in the MEP Deed or as otherwise defined by the Company’s Board of Directors (“Board”), the Board in its discretion could allow MEP shareholders an entitlement linked to the exit price in form of cash or conversion to ordinary shares from such an event. As per the MEP Deed, management’s share is 25% of exit proceeds where the sale price is AUD$10 million or less, or 33.33% where it is above AUD$10 million. Vast had historically accounted for the share-based payment as an equity-settled scheme, as Vast had determined that it did not have a present obligation to settle the share-based payment in cash. On February 14, 2023, Vast, AgCentral Energy and the participants to the MEP entered into a MEP De-SPAC Side Deed and Amendment to the MEP Deed to clarify a suitable mechanism for MEP participants to realise the economic benefit of their MEP Shares. The key modification terms of the MEP De-SPAC Side Deed and Amendment to the MEP Deed include the introduction of a vesting period and ‘Agreed Fixed Deductions’ to be used in allocation of profits on completion of the BCA. The modification of the terms and conditions of the MEP did not increase the total fair value of the share-based payment arrangement and was not beneficial to the MEP participants. As a result, there was no additional expense recognised. The MEP shares meet the definition of a share-based payment arrangement as eligible employees and contractors will receive equity instruments in exchange for services provided to the Company, with a partial cash subscription payment. Accordingly, MEP shares are recognised at their grant date fair values of AUD $70 per share, with the difference between cash proceeds received (AUD $10 per share) and the fair value of MEP shares recognised within the share-based payment reserve. In addition, immediately prior to the consummation of the BCA, 5 MEP shares were cancelled on December 18, 2023. Upon consummation of the BCA, the 75 MEP shares issued to eligible employees and contractors of Vast were converted into 2,036,900 Ordinary Shares, forming part of the Legacy Vast issued capital. The 75 MEP shares converted at a rate of 26,453 Vast Ordinary Shares per MEP, with 5 MEP shares receiving an additional 10,581 Vast Ordinary Shares per MEP share. The additional value allocated to these shares were recognised at fair value and expensed immediately through profit or loss within share based payment expense for USD 0.6 million (refer to note 5 – Expenses). Shares issued under the Employee share plan for the benefit of participants in Vast’s Equity Remuneration Schemes (equity settled): On December 18, 2023, 264,533 Ordinary Shares were granted to certain employees of Vast and issued to an employee share trust until such time they are vested, out of the previous MEP share pool, which had not been previously granted to any employees prior to the BCA. Vast consolidates the trust. These shares are treated as treasury shares with Nil carrying value as at December 31, 2023. Those shares were issued by Vast at the discretion of AgCentral. As such, Vast made a grant of share based payment to employees, including key management personnel. Refer to note 20 – Related Party transactions for further details. The employee shares have the following key terms and conditions attached to them: ● For the purposes the IFRS 2 charge the fair value at grant date was calculated using $11.99 per share ● Vesting Conditions: The shares will vest on expiry of the Disposal Restriction Period. ● Service Conditions: The employees have to still be employed on expiry of the Disposal Restriction Period. ● Disposal Restriction Period: The shares will be subject to a total restriction on disposal for a period of 12 months commencing on the issue of the shares. ● Shares will be held on trust by Vast Employee Share Holdings Pty Ltd as trustee for the Vast Employee Share Trust. These shares have vesting conditions attached to them and therefore a share based payment expense was recorded under IFRS 2 at fair value through profit or loss for USD 0.1 million (refer to note 5 - Expenses). Movement in foreign currency translation reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 3,285 2,394 Movement during the year (241) 232 As of December 31 3,044 2,626 To the extent that the amount recognised in the FCTR arose as a consequence of translating the company’s financial statements into the USD presentation currency, these amounts will not subsequently be reclassified to profit or loss. Movement in capital contribution reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 4,591 3,452 Interest forgiveness on convertible notes and shareholder loan — 267 Derecognition upon consummation of the BCA (4,591) — Deferred tax impact — (67) As of December 31 — 3,652 The capital contribution reserve represents the modification adjustment from loan from shareholder and convertible note issued to AgCentral Energy Pty Ltd (Noteholder). The Noteholder agreed to changes to the terms and conditions, which included interest waivers and term extensions as outlined in Note 11 - Borrowings, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions were therefore recognised directly in equity as a contribution in their capacity as owner. Modification adjustments presented are never reclassified to profit or loss. The balance in the reserve was derecognised against Issued Capital upon the consummation of the BCA and derecognition of the convertible notes. | 18. 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 The capital contribution reserve represents the modification adjustment from loan from shareholder and convertible note issued to AgCentral Energy Pty Ltd (Parent entity and Noteholder). The Noteholder agreed to changes to the terms and conditions, which included interest waivers and term extensions as outlined in Note 11 — Borrowings, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions per the accounting policy in Note 2(r) — Significant accounting policies — Contributed equity were therefore recognised directly in equity as a contribution in their capacity as owner. Modification adjustments presented are never reclassified to profit or loss. Further, the capital contribution reserve includes the distribution to AgCentral Energy Pty Ltd being the payment made for the call options issued by 14D to AgCentral Pty Ltd, allowing AgCentral Pty Ltd to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Movement in capital contribution reserve is as follows: 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 Movement in foreign currency translation reserve is as follows: 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 To the extent that the amount recognised in the FCTR arose as a consequence of translating the company’s financial statements into the USD presentation currency, these amounts will not subsequently be reclassified to profit or loss. Movement in share-based payment reserve is as follows: 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 As of June 30, 2023, the Group had the following share-based payment arrangement: MEP shares (equity settled): The purpose of the Management Equity Plan (“MEP”) is to provide medium to long term incentive to eligible employees and contractors of Vast by having a plan pool limit of 100 shares. 80 shares were issued during the year ended June 30, 2021 at a fair value of AUD $70 per share, with eligible employees and contractors paying cash of AUD $10 per share in addition to providing services to the Company in exchange for those shares. As the shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. The shares do not carry any voting rights nor rights to any dividends or other distributions. Following the occurrence of a liquidity event as defined in the MEP Deed or as otherwise defined by the Company’s Board of Directors (“Board”), the Board in its discretion can allow MEP shareholders an entitlement linked to the exit price in form of cash or conversion to ordinary shares from such an event. As per the MEP Deed, management’s share is 25% of exit proceeds where the sale price is AUD$10 million or less, or 33.33% where it is above AUD$10 million. Vast has accounted for the share-based payment as an equity-settled scheme, as Vast has determined that it does not have a present obligation to settle the share-based payment in cash. On February 14, 2023, Vast, AgCentral Energy and the participants to the MEP entered into a MEP De-SPAC Side Deed and Amendment to the MEP Deed to clarify a suitable mechanism for MEP participants to realise the economic benefit of their MEP Shares. The key modification terms of the MEP De-SPAC Side Deed and Amendment to the MEP Deed include the introduction of a vesting period and ‘Agreed Fixed Deductions’ to be used in allocation of profits on completion of the BCA. No liquidity events have taken place as at the date these financial statements were approved. The modification of the terms and conditions of the MEP did not increase the total fair value of the share-based payment arrangement and was not beneficial to the MEP participants. As a result, there was no additional expense to be recognised. The MEP shares meet the definition of a share-based payment arrangement as eligible employees and contractors will receive equity instruments in exchange for services provided to the Company, with a partial cash subscription payment. Accordingly, MEP shares are recognised at their grant date fair values of AUD $70 per share, with the difference between cash proceeds received (AUD $10 per share) and the fair value of MEP shares recognised within the share-based payment reserve. The grant date fair value of AUD $70 per share was determined using the Black-Scholes option pricing model using the following key inputs: ● ● ● ● The expected price volatility is based on the historic volatility of comparable companies, adjusted for any expected changes to future volatility. If there were any further modifications made to the MEP that would increase the fair value of the MEP shares granted, or if the currently unallocated shares were to be allocated, this would result in additional expenses to be recognised, based on the fair value of the shares at that time. |
Accumulated losses_ Retained ea
Accumulated losses/ Retained earnings | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Accumulated losses | ||
Accumulated losses/ Retained earnings | 15. Accumulated losses Movements in accumulated losses were as follows: 2023 2022 (In thousands of US Dollars) As of July 1 (39,649) (24,432) Loss during the half-year (281,486) (3,937) As of December 31 (321,135) (28,369) | 19. Movements in accumulated losses were as follows: 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) |
Financial Instruments - Fair va
Financial Instruments - Fair values and financial risk management | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Financial Instruments-Fair values and financial risk management | ||
Financial Instruments-Fair values and financial risk management | 16. Financial Instruments — Fair values and financial risk management This note explains Vast’s accounting classifications and fair values including its exposure to financial risks and how these risks could affect Vast’s future financial performance. Current year profit or loss information has been included where relevant to add further context. (a) Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial liabilities, including the ones accounted for in Reserves, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value. December 31, 2023 2022 (In thousands of US Dollars) Warrants liability designated at fair value – Level 1 hierarchy (1) 2,767 — NETC Earnouts designated at fair value – Level 3 hierarchy (2) 22,576 — Derivative financial instrument designated at fair value associated with EDF Promissory Note – Level 3 hierarchy (3) 950 — Derivative financial instrument designated at fair value associated with Convertible Notes 3, 4 and 5 and Senior Convertible Notes – Level 3 hierarchy (4) — 27 (1) Refer to note 10 – Warrants liability for key valuation inputs applied to these warrants. (2) Refer to note 14 – Reserves for key valuation inputs applied to these earnouts. The following table shows the valuation technique used in measuring level 3 fair values for derivative financial instruments measured at fair value: Type Valuation technique Significant unobservable inputs Financial instrument designated at fair value – Level 3 hierarchy Derivative valuations have been determined by a Monte Carlo simulation Risk free rate: 3.90% (2022: not applicable) Volatility: 25% (2022: not applicable) (3) The following table shows the valuation technique used in measuring level 3 fair values for derivative financial instruments measured at fair value associated with EDF Promissory Note as well as significant unobservable inputs used: 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: 3.92% (2022: not applicable) A 10% increase in the volatility assumption would result in a change of $0.19 million in fair value of the derivative financial instrument as December 31, 2023 (December 31, 2022: Nil ). A 10% increase in the risk-free rate assumption would not result in a material change in fair value of the derivative financial instrument as of December 31, 2023 and 2022. (4) The following table shows the valuation technique used in measuring level 3 fair values for derivative financial instruments measured at fair value associated with Convertible Notes 3, 4 and 5 and Senior Convertible Notes as well as significant unobservable inputs used: 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: not applicable (2022: 3.90%) Volatility: not applicable (2022: 40%) Reconciliation of level 3 fair values The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values. (In thousands of Movements in derivative financial instruments US Dollars) Opening balance as of July 1, 2023 192 Additions – Embedded derivative associated to EDF Promissory Note 5,616 Additions – Embedded derivative associated to Senior Convertible Notes 288 Fair value changes recognised as unrealised loss in profit or loss – Embedded derivative associated with EDF Promissory Note (4,666) Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Senior Convertible Notes 2,334 Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Convertible Notes 3,4 and 5 168,042 Conversion to Issued Capital upon consummation of the BCA - Embedded derivatives associated with Convertible Notes 3,4 and 5 and Senior Convertible Notes (170,856) Closing balance as of December 31, 2023 950 Opening balance as of July 1, 2022 32 Fair value changes recognised as unrealised gain in profit or loss (5) Closing balance as of December 31, 2022 27 Fair value changes recognised as realised losses reflect the mark to market valuation for the embedded derivative related to the Existing Convertible Notes 3, 4 and 5, and Senior Convertible Notes for the period from July 1, 2023 to December 18, 2023. The valuation of these instruments immediately prior to the close of the business combination arrangement have utilised a share price of $11.99 as the spot price, being Vast’s closing stock price on December 19, 2023. Derivative valuations have been determined by a Black-Scholes formula adjusted for dilution. Volatility of 40% has been applied as at December 18, 2023 against all tranches. Risk free rates of 5.63 % (Convertible Notes 3, 4 and 5) and of 5.15% (Senior Convertible Notes) have been applied as at December 18, 2023. (b) Market risk (i) Foreign exchange risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not Vast’s functional currency i.e. AUD. Exposure Vast’s exposure to foreign currency risk at the end of the reporting period, expressed in EUR and USD are as follows: December 31, June 30, 2023 2023 (In thousands) Trade payables EUR 81 17 USD 2,296 66 Amounts recognised in profit or loss and other comprehensive income: During the year, the following foreign exchange related amounts were recognised in profit or loss: Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Amounts recognised in profit or loss Unrealised Currency Gain/(Loss) 58 — Realised Currency Gain/(Loss) (56) (8) 2 (8) Given the limited exposure, Vast manages its foreign exchange risk exposure by monitoring exchange rates at regular intervals before making an informed decision to transact in such currencies. (c) Credit risk Credit risk is the risk of financial loss to Vast if a customer or counterparty to a financial instrument fails to meet its contractual obligations arising principally from Vast’s receivables from customers. Credit risk arises from cash and cash equivalents as well as credit exposures from customers, including outstanding receivables. The carrying amount of financial assets represents the maximum credit exposure. Trade receivables Vast’s exposure to credit risk is influenced mainly by the individual characteristics of each customer which are primarily government organisation and joint operator. Vast applies IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Management believes that Vast’s overall exposure to credit risk from Trade receivables to be not material. Cash and cash equivalents Vast held cash and cash equivalents of $16.5 million and $2.1 million as of December 31, 2023 and June 30, 2023, respectively. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s ratings. Management believes that Vast’s overall exposure to credit risk from cash and cash equivalents to be not material. (d) Liquidity risk Liquidity risk is the risk that Vast will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Vast’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Vast’s reputation. Vast’s exposure to Liquidity risk primarily pertains to promissory notes issued to EDF. Coupon interest is payable at the rate of 3% per annum on the principal outstanding while interest accrues daily and is capitalised and payable at maturity (i.e. December 14, 2028). During the six months ended December 31, 2023, the Company entered into the Nabors Backstop Agreement (as amended by the amendment to the Nabors Backstop Agreement dated December 7, 2023) whereby Nabors Lux is to provide $10.0 million backstop to Vast to underwrite the potential investment by additional investors provided that the amount of the backstop be reduced dollar-for-dollar by (a) the balance of cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders and (b) amounts invested by additional third parties (other than Nabors, AgCentral, CAG, EDF and their respective affiliates). During the six months ended December 31, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible notes held by AgCentral Energy were discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the de-SPAC process. As of December 31, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 36 months Promissory Note (5,404) 12,457 — — (12,457) Deferred consideration (976) 1,026 — (1,026) — Trade Payables (9,411) 9,411 (9,411) — — Warrants liability (2,767) — — (2,767) — Lease liabilities (36) 36 (7) (29) — Total non-derivatives (18,594) 22,930 (9,418) (3,822) (12,457) As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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 (5,624) 5,624 (5,624) — — Lease liabilities (54) 57 (7) (50) — Total non-derivatives (33,579) 34,088 (5,631) (28,457) — Derivative financial instruments (192) 192 — (192) — In order to manage its liquidity, whilst the management has secured a level of additional funding, in order to fund the operating cash flows and maintain these minimum liquidity reserve levels, it is likely that additional working capital funding will be required. If Vast is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. | 20. This note explains Vast’s accounting classifications and fair values including its exposure to financial risks and how these risks could affect Vast’s future financial performance. Current year profit and loss information has been included where relevant to add further context. (a) The following table shows the carrying amounts and fair values of financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value June 30, 2023 2022 (In thousands of US Dollars) Derivative financial instrument designated at fair value – Level 3 hierarchy 192 32 The following table show the valuation technique used in measuring level 3 fair values for financial instruments measured at fair value as well as significant unobservable inputs used: 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%) A 10% increase in the volatility assumption would result in a change of $0.01 million in fair value of the derivative financial instrument as June 30, 2023 and 2022. A 10% increase in the risk-free rate assumption would not result in a material change in fair value of the derivative financial instrument as of June 30, 2023 and 2022. Reconciliation of level 3 fair values The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values. (In thousands of Movements in derivative financial instruments 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 Vast’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period. During the reporting period, there were no transfers from Level 3 fair values. (b) (i) Foreign exchange risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not Vast’s functional currency i.e. AUD. Exposure Vast’s exposure to foreign currency risk at the end of the reporting period, expressed in Euro and USD are as follows: June 30, 2023 2022 (In thousands) Trade payables EURO 17 17 USD 66 10 Amounts recognised in profit or loss and other comprehensive income: During the year, the following foreign exchange related amounts were recognised in profit or loss and other comprehensive income: 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 Given the limited exposure, Vast manages its foreign exchange risk exposure by monitoring exchange rates at regular intervals before making an informed decision to transact in such currencies. (c) Credit risk is the risk of financial loss to Vast if a customer or counterparty to a financial instrument fails to meet its contractual obligations arising principally from Vast’s receivables from customers. Credit risk arises from cash and cash equivalents as well as credit exposures from customers, including outstanding receivables. The carrying amount of financial assets represents the maximum credit exposure. Trade receivables Vast’s exposure to credit risk is influenced mainly by the individual characteristics of each customer which are primarily government organisation and joint operator. Vast applies IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Management believes that Vast’s overall exposure to credit risk from Trade receivables to be not material. Cash and cash equivalents Vast held cash and cash equivalents of $2.1 million and $0.4 million as of June 30, 2023 and 2022, respectively. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s ratings. Management believes that Vast’s overall exposure to credit risk from cash and cash equivalents to be not material. (d) Liquidity risk is the risk that Vast will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Vast’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Vast’s reputation. Vast’s exposure to Liquidity risk primarily pertains to convertible notes issued to i. its parent entity AgCentral Energy for Convertible Notes 3,4 and 5, coupon interest is payable at the rate of 8% per annum on the principal outstanding while interest accrues daily and is payable every six months. During the year ended June 30, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the de-SPAC process. ii. Nabors Lux 2 S.a.r.l. and AgCentral Energy for the Senior Convertible Notes, coupon interest is payable at the rate of 4% per annum on the principal outstanding while interest accrues daily and is payable every six months. As of the reporting date, Vast expects the note holder to exercise its conversion option upon achieving a successful round of capital raise by December 31, 2023. As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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 Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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) — In order to manage its liquidity, whilst the management has secured a level of additional funding, in order to fund the operating cash flows and maintain these minimum liquidity reserve levels, it is likely that additional working capital funding will be required. If Vast is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. in Note 2(b) — Significant accounting policies — Going concern. |
Contingent assets, liabilities
Contingent assets, liabilities & commitment | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Contingent assets, liabilities & commitment. | ||
Contingent assets, liabilities & commitment | 17. Contingent assets, liabilities & commitment 1) In 2021, the Company received contributions from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30 MW concentrated solar thermal power reference plant variation contract (variation funding agreement). In relation to the funding agreement, the arrangement includes a clause on change of control, which indicated that if the Company failed to get funding to build the facility in Australia by May 31, 2024 but obtains finance for an offshore facility before that period, it would give rise to the requirement to repay a proportion of funding received from ARENA. At reporting date and upon entering into BCA, the Company did not identify such circumstances, as significant progress has been made on this facility in Australia. Furthermore, the funding agreement, and hence any contingent liability associated with it, was terminated on August 16, 2023. Refer to note 2 (b) – Going concern for further details regarding the Company’s funding requirements. 2) On December 7, 2023, the Company entered into a Joint Development Agreement (“JDA”) with EDF, pursuant to which: a. the Company and EDF will co-develop CSP Projects on an exclusive basis, subject to certain preexisting exceptions, in (i) Australia and, (ii) subject to certain conditions relating to expanding this exclusivity, other jurisdictions, b. EDF will be provided with a right to elect to invest equity in CSP Projects which become Approved Projects and c. the Company will have the right to be the exclusive supplier of CSP Technology to all Potential Eligible Projects, Eligible Projects and Approved Projects. Pursuant to the EDF JDA, the parties have agreed to collaborate on certain development activities with respect to CSP Projects. The Company and EDF will establish a steering committee, composed of two appointees from each party, to oversee and govern the activities of the EDF JDA. Costs with respect to Eligible Projects developed under the EDF JDA will be borne by the parties equally. The EDF JDA also specifies that a joint venture agreement (“JVA”) will be entered into for each jointly developed project which reaches a certain stage of development. EDF has a right to invest in Approved Projects for an amount up to (1) 75% of the equity capital for an Approved Project, and (2) up to 75% of the equity capital of VS1, VS3 (a proposed 150 MW CSP facility with 12-18 hours of thermal storage located in Port Augusta, South Australia) and SM1 in the aggregate. Neither party will contribute any pre-existing background intellectual property used in the joint effort; however, intellectual property rights developed or derived by either party in connection with the EDF JDA will be jointly owned by both the Company and EDF, and each party grants the other party a royalty-free, non-exclusive license to other intellectual property used in connection with the EDF JDA. The EDF JDA will automatically terminate upon the later of (1) seven years from the closing date of the EDF Note Purchase Agreement and (2) the date the parties entered into a JVA with respect to an Approved Project with an expected nameplate capacity equal to or exceeding 200 megawatts, which may include a JVA for VS1, VS3 and SM1. The EDF JDA contains customary provisions regarding certain events of default and each party’s right to terminate its obligations thereunder. In the event a party contemplates a Change of Control of such party, the other party must first consent to such Change of Control but such consent may not be unreasonably withheld or delayed if (1) the transferor is the Company, it continues to own 100% of the CSP Technology and the Background IP (as defined therein) and (2) the transferee continues to have the technical and financial capability to perform its obligations under the EDF JDA. As at December 31, 2023, Vast is assessing EDF JDA under the scope of IFRS 11. No further developments have occurred under the JDA that would impact these condensed financial statements. | 21. 1) In 2021, the Company received contributions from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30 MW concentrated solar thermal power reference plant variation contract (variation funding agreement). In relation to the funding agreement, the arrangement includes a clause on change of control, which indicated that if the Company failed to get funding to build the facility in Australia by May 31, 2024 but obtains finance for an offshore facility before that period, it would give rise to the requirement to repay a proportion of funding received from ARENA. At reporting date and upon entering into BCA, the Company did not identify such circumstances, as significant progress has been made on this facility in Australia. Furthermore, the funding agreement has been terminated on August 16, 2023. Refer to Note 22 (1) Subsequent Events. 2) Under the JDA entered with the joint operator, the Company is required to pay a margin fee in the event of future equipment sales including licensing/ sale of CSP technology and associated royalty. It is noted that the margin fee survives the termination of the JDA and is capped to the extent of joint operator’s monetary contribution in the JDA. Such margin fee is based on 8.5% of the supply margin on qualifying equipment sales. As at reporting date, no equipment sales have been made and there are no firm commitments to make any such sales. Accordingly, no liabilities have been recognised as 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Subsequent Events | ||
Subsequent Events | 18. Subsequent Events 1) On January 10, 2024, Vast appointed Mr Peter Botten as Chairman and Mr Tom Quinn as non-executive director in addition to its recently expanded Board. Refer to note 1 – General information for detailed composition of the Board. 2) On January 12, 2024, Vast issued an additional 681,620 Ordinary Shares to Nabors Lux for a consideration of $7.0 million pursuant to the Nabors Backstop Agreement, as contemplated in the BCA. The Nabors Backstop Agreement contains a “most favoured nation clause” whereby if, prior to the six-month anniversary of the closing of the BCA, and to certain parties during the following three months , Vast completes a capital raise on more favourable terms than those in the Nabors Backstop Agreement, then the shares issued under the Nabors Backstop Agreement may be redeemable for debt or Vast may be required to issue additional equity instruments to Nabors such that the terms of the Nabors Backstop Agreement are equally as favourable. On the basis no issuance of shares has occurred as at December 31, 2023, no receivable was recorded on the Company’s statement of financial position as at December 31, 2023. 3) On February 5, 2024, Vast moved its registered office and principal place of business to the following address: Level 7, Suite 02, 124 Walker Street North Sydney NSW 2060 4) On February 14, 2024, Vast announced, along with its consortium partner Mabanaft, that they have signed funding agreements for up to approximately AUD $40 million for SM1. As announced in January 2023, Vast will receive up to AUD $19.48 million from the Australian Renewable Energy Agency (ARENA) and Mabanaft will receive up to EUR $12.4 million from Projektträger Jülich (PtJ) on behalf of the German government after the SM1 project was selected last year as a part of the German-Australian Hydrogen Innovation and Technology Incubator (known as HyGATE). 5) On February 15, 2024, Vast announced that on February 9, 2024, it received a notification (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the requirements to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000, as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”). The Notice has no immediate effect on the listing of the Company’s ordinary shares (the “Ordinary Shares”), which continue to trade on Nasdaq under the symbol “VSTE.” The Notice provided that, in accordance with Nasdaq Listing Rules 5810(c)(3)(D), the Company has a period of 180 calendar days from the date of the Notice, or until August 7, 2024, to regain compliance with the MVPHS Requirement. During this period, the Ordinary Shares will continue to trade on Nasdaq. Nasdaq will deem the Company to have regained compliance with the MVPHS Requirement if at any time during this compliance period the Company’s MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days. In the event the Company does not regain compliance with the MVPHS Requirement by August 7, 2024, the Company will receive written notification from Nasdaq that the Company’s Ordinary Shares are subject to delisting. The Company is reviewing its options for regaining compliance with the MVPHS Requirement. There can be no assurance that the Company will be able to regain compliance with the MVPHS Requirement in a timely fashion, in which case its securities may be delisted from Nasdaq. | 22. Subsequent Events 1) On August 15, 2023 AgCentral Energy funded the remaining $2.5 of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. 2) On August 16, 2023, Vast and ARENA executed a Deed of Mutual Termination and Release which terminates the funding agreement discussed in Note 21 (1) Contingent assets, liabilities & commitment, under which Vast was required to repay a proportion of funding received from ARENA. 3) On September 7, 2023, two new wholly owned subsidiaries Vast Renewables Holdco Corp and Vast Renewables Management Services LLC were established. 4) On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments). 5) On September 19, 2023, Vast’s intention to convert to a public company was advertised in the ASIC Gazette. Accordingly, Vast will convert to a public company on October 19, 2023 and be known as Vast Renewables Limited. 6) On December 18, 2023, Vast consummated the capital reorganization pursuant to the Business Combination Agreement, as described below in Note 23, resulting in a 11.7 to 1 share consolidation. All earnings per share and related information presented in these financial statements and footnotes 7 and 17 have been retroactively adjusted, where applicable, to reflect the impact of the share consolidation. The financial statements were recast by management on April 24, 2024 solely to give retroactive effect to the share consolidation as effected on December 18, 2023 as described above. |
Proposed Business Combination
Proposed Business Combination | 12 Months Ended |
Jun. 30, 2023 | |
Proposed Business Combination | |
Proposed Business Combination | 23. Proposed Business Combination Vast, together with AgCentral Energy and NETC entered into a BCA on February 14, 2023, to enact a merger, where Vast will issue 3,000,000 ordinary shares in Vast Solar Pty Ltd to the initial ordinary shareholders of NETC and one ordinary share for each share of Class A common stock of NETC, after giving effect to any redemptions by NETC public stockholders. Under the terms of the BCA, Vast will also assume the outstanding warrants of NETC. In addition, Vast may issue up to 2,799,999 ordinary shares to eligible Vast shareholders and up to 3,900,000 ordinary shares to one of the initial ordinary shareholders of NETC, Nabors Energy Transition Sponsor LLC, in each case upon the occurrence of specified events. In exchange, Vast will acquire all ordinary shares on issue by NETC, making it a wholly owned subsidiary of Vast. This transaction will result in Vast becoming a listed entity on the NASDAQ Stock Market LLC. Vast intends to enter into various agreements as part of a SPAC and associated de-SPAC process. Further, upon de-SPAC, the minimum cash balance net of uncapped transaction costs available with the Company should exceed $50 million and AgCentral Energy will discharge and release all financier security granted by Vast in respect of the loan from shareholder and convertible note issued to AgCentral Energy (Parent entity and Noteholder). Concurrently with the signing of the BCA, Nabors Lux and AgCentral Energy have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Secured Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. On February 15 and June 27, 2023, Nabors Lux funded its $5.0 million of commitment under the Notes Subscription Agreement. On April 13, 2023, AgCentral Energy funded $2.5 of its $5.0 million commitment under the Notes Subscription Agreement. Nabors Lux and AgCentral Energy also entered into an Equity Subscription Agreement, pursuant to which they agreed to commit up to $15.0 million each (or $30.0 million in aggregate) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral Energy, as applicable, pursuant to the Notes Subscription Agreement), in a private placement for Vast common shares upon completion of the BCA. Vast may also enter into additional agreements with third parties, for private placements of additional shares or convertible notes(the PIPE financing). On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments), securing $10 million of the total financing required under the BCA. |
Related party transactions
Related party transactions | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Related party transactions | ||
Related party transactions | 20. Related party transactions a) Parent entities Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 AgCentral Energy Pty Ltd Parent company Australia 67.2 % 100.0 % b) Subsidiaries Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 Nabors Transition Energy Corp Subsidiary United States 100 % 0 % Neptune Merger Sub, Inc. Subsidiary United States 0 % 100 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 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 % Vast Employee Shareholdings Pty Ltd Subsidiary Australia 100 % 0 % Vast Intermediate HoldCo Pty Ltd Subsidiary Australia 100 % 0 % Vast Australia HoldCo Pty Ltd Subsidiary Australia 100 % 0 % HyFuel Solar Refinery Pty Ltd Subsidiary Australia 100 % 0 % Vast Renewables HoldCo Corp Subsidiary United States 100 % 0 % Vast Renewables Management Services LLC Subsidiary United States 100 % 0 % Vast US Projects HoldCo Corp Subsidiary United States 100 % 0 % El Paso ProjectCo LLC Subsidiary United States 100 % 0 % c) Transactions with other related parties The following transactions occurred with related parties: For the Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Lease rental payments made to other related parties 5 21 Loan drawn down from parent entity – subsequently converted to Issued Capital upon consummation of the BCA 12,500 5,023 Loan drawn down from investors – subsequently converted to Issued Capital upon consummation of the BCA 10,000 14,718 Gain on modification of borrowings recognised in the Capital Contribution Reserve — 3,652 Gain on revaluation of derivative financial instruments 170,376 (5) Settlement of all Convertibles Notes, Senior Convertible Notes and Loans from Shareholder upon consummation of the BCA (226,373) — Movement in investment in joint venture (99) 1,424 Share based payment expense for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast. 112 — d) Key management personnel compensation For the Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Short-term employee benefits 1,151 821 Share based payment expense (1) (2) 672 — Long-term benefits 10 18 1,833 839 In addition to the compensation outlined above, certain directors and executive officers of Vast are beneficiaries of Ordinary Shares. These shares were issued in settlement of MEP shares that had been granted, vested and expensed in previous years. The total number of Ordinary Shares, including NETC Warrants, issued to Key management personnel is 3,616,000 during the six months ended December 31, 2023 (December 31, 2022: Nil ). (1) Additional value allocated to the MEP shares as discussed in note 14 – Reserves, were recognised at fair value and expensed immediately through profit or loss during the half year ended December 31, 2023, within share based payment expense for $634 thousands (December 31, 2022: Nil ). (2) In addition, the Share based payment expense of $112 thousands for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast, for the half-year ended December 31, 2023 as shown in note 20 (c) above, includes a portion of $37 thousands for the shares granted to key management personnel (December 31, 2022: Nil ). e) Outstanding balances arising from sales/purchases of goods and services The following balances are outstanding at the end of the reporting period in relation to transactions with related parties: December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade and other receivables owed from related party – Nabors Lux 2 S.a.r.l. 171 — Trade and other payables owed to related party – Capital Airport Group (150) — Lease liabilities for lease arrangement with related party (36) (54) f) Loans to/(from) related parties December 31, June 30, 2023 2023 (In thousands of US Dollars) Loan to joint venture 331 225 Loan from shareholder — (5,531) Loans from shareholder – Convertible Note 3 — (8,762) Loans from shareholder – Convertible Note 4 — (4,405) Loans from shareholder – Convertible Note 5 — (1,114) Loans from shareholder – Senior Convertible Note — (2,438) g) Terms and conditions Refer to note 11b & 11c – Borrowings respectively, for terms and conditions primarily in relation to convertible notes and loan from shareholder. In relation to the leasing arrangement with related party, they have been entered into arm’s length basis. | 24. a) Place of Ownership interest Name Type incorporation 2023 2022 AgCentral Pty Ltd Parent company Australia — 100 % AgCentral Energy Pty Ltd Parent company Australia 100 % — During the year ended June 30, 2023, under a tripartite novation deed, AgCentral Pty Ltd novated the totality of its ordinary shares to AgCentral Energy Pty Ltd. b) Place of Ownership interest Name Type 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 % c) The following transactions occurred with related parties: 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 d) 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 (i) 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 (ii) 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 (iii) 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 (iv) 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 — (v) 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 e) The following balances are outstanding at the end of the reporting period in relation to transactions with related parties : June 30, 2023 2022 (In thousands of US Dollars) Lease liabilities for lease arrangement with related party (54) (93) f) 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) — g) Refer to Note 11a & 11b — Borrowings respectively, for terms and conditions primarily in relation to convertible notes and loan from shareholder. In relation to the leasing arrangement with related party, they have been entered into arm’s length basis. |
Cash Flow Information
Cash Flow Information | 12 Months Ended |
Jun. 30, 2023 | |
Cash Flow Information | |
Cash Flow Information | 25. a) This section sets out an analysis of net debt and the movements in net debt for each of the periods presented. 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) b) 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) c) Non-cash investing and financing activities disclosed in other notes are: ● Right -of-use assets — See Note 14 — Right -of-use assets ● Grant of MEP shares — See Note 18 — Reserves ● Derivative financial instrument — See Note 11 — Borrowings ● 50% stake in SiliconAurora Pty Ltd — See Note12(b)(ii) Joint venture |
Significant accounting polici_2
Significant accounting policies (Policies) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Significant accounting policies | ||
Basis of preparation | a) Basis of preparation The condensed consolidated interim financial statements for the half-year reporting period ended December 31, 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting . These financial statements comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as applicable to interim financial reporting. The condensed consolidated financial statements do not include all the notes of the type normally included in an annual financial report. Therefore, these financial statements should be read together with the annual financial statements for the fiscal year ended June 30, 2023. The accounting policies adopted are consistent with those applied in the Company’s 2023 annual financial statements, except as disclosed below in note 1 (c). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. | a) Compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. In accordance with IAS 21 The effects of change in foreign exchange rates ● The consolidated statements of profit or loss and comprehensive income and statement of cash flows for each year have been translated into US dollars using average foreign currency rates prevailing for the relevant period. ● All assets and liabilities in the consolidated statements of financial position have been translated into US dollars at the exchange rate prevailing at each relevant reporting date. ● The equity section of the consolidated statements of financial position has been translated into US dollars using historical rates i.e. translated using the rates of exchange in effect as of the dates of the various capital transactions. ● All resulting exchange differences arising from the translation are included in other comprehensive income. ● Loss per share has also been restated to US dollars to reflect the presentation currency. The year-end exchange rate used was A$/US$ 1:0.6630 and 1:0.6889 as of June 30, 2023 and June 30, 2022, respectively. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign currency translation reserve Exchange differences arising on performing the above translation procedures are recognised in other comprehensive income and accumulated in a separate reserve within equity referred as foreign currency translation reserve. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Historical cost convention The consolidated financial statements have been prepared on the basis of historical cost, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. |
Going concern | b) Going concern Vast incurred a net loss of $281.5 million and $3.9 million for the half - years ended December 31, 2023 and 2022, respectively and used net cash in operating activities of $28.0 million and $2.8 million for the half - years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had net current assets of $7.1 million and total net assets of $2.2 million. As of December 31, 2023, promissory notes totalling $5.4 million held by EDF were outstanding and included in the Company’s liabilities. On January 12, 2024, Vast issued an additional 681,620 Ordinary Shares to Nabors Lux 2 S.a.r.l (“Nabors”) for a consideration of $7.0 million pursuant to the Nabors Backstop Agreement, as contemplated in the Business Combinations Agreement (“BCA”). In addition, under the BCA, Nabors granted Vast a term loan in the form of the Backstop Loan Agreement in an amount of up to $5.0 million which Vast expects to draw upon within the next 12 months. The Company is forecasting that it will continue to incur significant operating cash outflows to fund the contracting, construction and commissioning of its current projects and to meet all of its obligations, including interest and principal payments on the outstanding debt. In particular, the development and delivery of projects “VS1” (a 30 MW / 288 MWh reference CSP plant located in Port Augusta, South Australia) and “SM1” (a 20 ton per day solar methanol demonstration facility that will be co-located with and partially powered by VS1) will require substantial funding. These projects are expected to rely on outside sources of financing. The Australian Renewable Energy Agency’s (ARENA) has announced funding of up to AUD 65 million on February 13, 2023 for VS1. On January 27, 2023, ARENA also announced that Vast will receive up to AUD 19.5 million from ARENA and Vast’s consortium partner, Mabanaft will receive up to EUR 12.4 million from Projektträger Jülich on behalf of the German government for SM1, in each case as part of the HyGATE Program. The funding awards for VS1 and SM1 are each subject to multiple conditions precedent, including but not limited to the ability to provide sufficient equity to meet the balance of funding requirements for the projects, the projects achieving financial close prior to specified dates and securing relevant permitting and approvals such as a grid connection. In addition, the Australian Federal government has announced financial support for the development of VS1 of up to AUD 110 million, the terms and conditions of which (including, inter alia, achievement of financial close of VS1 by a specified date) are to be negotiated with the Department of Climate Change, Energy, the Environment and Water and approved by the Australian Federal Government. Vast intends to raise additional funding through an external capital raise commencing early in the financial year ending June 30, 2025. Vast’s ability to pursue its growth strategy and to continue as a going concern is principally dependent on the ability of the Company to meet its cash flow forecasts and to raise additional funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | b) Going concern Vast incurred a net loss of $15.2 million and $6.2 million for the years ended June 30, 2023 and 2022, respectively and used net cash in operating activities of $9.1 million and $4.1 million for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had net current liabilities of $23.6 million and a net total deficit of $29.4 million. As of June 30, 2023, loans and convertible promissory notes totalling $19.8 million held by the Company’s parent entity, AgCentral Energy Pty Limited (“AgCentral Energy”) due to mature on December 31, 2023, were outstanding and included in the current liabilities. The Company is forecasting that it will continue to incur significant operating cash outflows to fund its expansion and to meet all of its obligations, including interest and principal payments on the outstanding debt. As such, the ability of Vast to continue as a going concern is principally dependent on one or more of the following: (1) Successful completion of the Business Combination as described below; (2) the ability of the Company to meet its cash flow forecasts; and (3) the ability of the Company to raise funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 13, 2023, AgCentral Pty Limited (“AgCentral”), transferred to AgCentral Energy, all interests held in the Company as of that date, represented by ordinary shares, convertible loan notes and investor loans. On February 14, 2023, Vast entered into a Business Combination Agreement (“BCA”) with the intention to merge with and into Nabors Energy Transition Corp (“NETC”), subject to certain conditions. Concurrently with signing of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest. Concurrently with the signing of the BCA, Nabors Lux 2 S.a.r.l., an affiliate of Nabors (“Nabors Lux”) and AgCentral Energy entered into a subscription agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral Energy have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Secured Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. On February 15 and June 27, 2023, Nabors Lux funded its $5.0 million of commitment under the Notes Subscription Agreement. On April 13, 2023, AgCentral Energy funded $2.5 of its $5.0 million commitment under the Notes Subscription Agreement. Nabors Lux and AgCentral Energy also entered into an Equity Subscription Agreement, pursuant to which they agreed to commit up to $15.0 million each (or $30.0 million in aggregate) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral Energy as applicable, pursuant to the Notes Subscription Agreement), in a private placement for Vast common shares at completion of the BCA. Vast may also enter into additional agreements with third parties, for private placements of additional shares or convertible notes (the PIPE financing). On August 15, 2023 AgCentral Energy funded the remaining $2.5 million of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments), securing $10 million of the total financing required under the BCA. |
Revenue recognition | c) Revenue is recognised at an amount that reflects the consideration to which Vast is expected to be entitled in exchange for transferring goods to a customer. For each contract with a customer, Vast: ● identifies the contract with a customer; ● identifies the performance obligations in the contract; ● determines the transaction price; ● allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good to be delivered; ● and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Please refer to Note 3 — Revenue from customers for further information on the accounting of the Company’s revenue from contract with customers. All revenue is stated net of the amount of goods and services tax (GST). | |
Government grants | d) Vast recognises grant income from the contributions received from the government which is measured at the fair value of the consideration received or receivable. Government grants are not recognised until there is reasonable assurance that Vast will comply with the conditions attaching to them and that the grants will be received. Government grants related to income are presented on a gross basis and are recognised in profit or loss on a systematic basis over the periods in which Vast recognises as expenses the related costs which the grants are intended to compensate. Investment allowances and similar tax incentives Vast is entitled to qualifying expenditure under the Research and Development Tax Incentive regime. Vast accounts for such allowances as government grants which means they are recognised in the income over the period in which the related research and development (R&D) expenses are recognised in accordance with IAS 20. Specifically, government grants whose primary condition is that Vast should purchase, construct, or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statements of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets Please refer to Note 4 — Grant income for further information accounting for government grants. | |
Finance income | e) Finance income from a financial asset is recognised when it is probable that the economic benefits will flow to Vast and the amount of revenue can be measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. | |
Segment reporting | f) The Company operates as one operating segment. The Company’s board of directors (Board), who are the chief operating decision maker (CODM), reviews the financial information on a consolidated basis for the purpose of allocating resources and assessing performance. | |
Employee benefits | g) (i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position. (ii) Vast also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. The obligation is presented as non-current liabilities under provisions for employee benefits in the consolidated statements of financial position. (iii) The grant-date fair value of equity-settled share-based payment arrangements granted to employees with non-vesting conditions is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Management Equity Plan shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. | |
Taxation | h) Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statements of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Vast’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. These are recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current tax is also recognised in other comprehensive income or directly in equity, respectively. Where current tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Deferred Income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets. | |
Cash and cash equivalents | i) Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which are convertible to a known amount of cash and subject to an insignificant risk of change in value, and bank overdrafts. | |
Property, plant and equipment | j) Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective ‘basis. The depreciation rates used for each class of depreciable assets are: Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Impairment of assets At the end of each reporting period, Vast reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, Vast estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. | |
Provisions | k) Provisions are recognised when Vast has a present obligation (legal or constructive) as a result of a past event, it is probable that Vast will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. | |
Financial instruments | l) Financial assets and financial liabilities are recognised when Vast becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are measured subsequently in their entirety at either amortised cost. Classification of financial assets Debt instruments that meet the following conditions are measured subsequently at amortised cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Vast’s financial assets at amortised cost includes trade receivables. Amortised cost and effective interest method The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Impairment of financial assets Vast recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. Vast always recognises lifetime expected credit losses (ECL) for trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on Vast’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Derecognition of financial assets Vast derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. Financial liabilities and equities Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the entity are recognised at the proceeds received, net of direct issue costs. Derivative financial instruments Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. Embedded derivatives An embedded derivative is a component of a hybrid contract that also includes a non-derivative host — with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss (FVTPL). Further, such derivatives are initially recognised at fair value and the residual amount is the initial carrying value of the host contract liability. An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months. Other financial liabilities Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. Trade and other payables are recognised and are accrued at year end. Other financial liabilities such as interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Modification of financial liabilities : When the contractual terms of a financial liability are substantially modified, it is accounted for as an extinguishment of the original debt instrument and the recognition of a new financial liability. Quantitatively, a modification to the terms of a financial liability is substantial if the net present value of the cash flows under the modified terms, including any fees paid net of any fees received, is at least 10 percent different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rate. The new debt instrument is recorded at fair value and any difference from the carrying amount of the extinguished liability, including any non-cash consideration transferred, is recorded in profit or loss. If a modification to the terms of a financial liability is not substantial, then the amortised cost of the liability is recalculated as the present value of the estimated future contractual cash flows, discounted at the original effective interest rate. The resulting gains or losses are recognised in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial liability and are amortised over its term. Where the counterparty is a shareholder and changes to terms and conditions were not made to reflect changes in market conditions, the resulting gain or loss from the modification or extinguishment is recognised as a contribution from/distribution to shareholders directly in equity. Derecognition of financial liabilities Vast derecognises financial liabilities when, and only when, Vast’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statements of profit or loss and other comprehensive income. Offsetting of financial instruments Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. | |
Goods and Services Tax | m) Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. This is calculated on a cash-settled basis and then accrued for a year end. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows. | |
Leases | n) Vast as lessee Vast assesses whether a contract is or contains a lease, at inception of the contract. Vast recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, Vast recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, if this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: ● fixed lease payments (including in substance fixed payments), less any lease incentives receivable; ● variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● the amount expected to be payable by the lessee under residual value guarantees; ● the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and ● payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease The lease liability is presented as a separate line in the consolidated statements of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. Vast remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: ● the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used) ● a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that Vast expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statements of financial position. | |
Application of new and revised Accounting Standards | c) Application of new and amended accounting standards adopted by the group A number of amended standards became applicable for the current reporting period. The group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards. | o) (i) New standards and amendments — applicable July 1, 2022 In the current year, Vast has applied a number of amendments to Accounting Standards and Interpretations issued by the International Financial Reporting Standards (IFRS) that are effective for an annual period that begins on or after July 1, 2022. Unless otherwise stated below, their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. 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 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. January 1, 2023 Title Key requirements Effective date 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 (ii) Forthcoming requirements The following standards and interpretations apply for the first time to financial reporting periods commencing on or after December 31, 2022. The Company does not plan to adopt these standards early. Application is not expected to result in material changes to Vast’s future financial reports, however the quantitative effects of adopting these standards has not yet been determined. 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** ** In December 2015 the IASB decided to defer the application date of this amendment until such time as the IASB has finalised its research project on the equity method. |
Critical accounting judgments and key sources of estimation uncertainty and errors | p) Critical accounting judgments and key sources of estimation uncertainty and errors In the application of Vast’s accounting policies, which are described above, the directors of Vast are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Key sources of estimation uncertainty Effective interest rate on convertible notes Effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability to the amortised cost of a financial liability. In calculating interest expense, the effective interest rate is applied by Vast to the amortised cost of the liability. Useful lives and impairment of property, plant and equipment As described at (j) above, Vast reviews the estimated useful lives of property, plant and equipment at the end of each reporting period and the carrying amounts to determine whether there is any indication an impairment loss is required. Deferred consideration The deferred consideration is dependent on the joint venture achieving agreed project milestones. SiliconAurora Pty Limited (“SiliconAurora”) expects the project milestones to be met and as such Vast expects that payment will be required before the end of June 30, 2024. The fair value of the deferred consideration was calculated using an annual discount rate of 7.28%. Refer to Note 12.b(ii) — Interest in other entities for further details. Employee entitlements Vast’s employee entitlements are calculated based on estimates in future increases in wages and salaries, future on cost rates, and experience of employee departures and period of service. Vast reviews these estimates in each reporting period. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if Vast considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Incremental borrowing rate Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what Vast’s estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment. Lease term The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to Vast’s operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. Vast reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. | |
Principles of consolidation | q) The consolidated financial statements incorporate the financial statements of Vast and entities controlled by the Company (i.e. its subsidiaries) up to the reporting date. Control is achieved when the Company: ● Has the power over the investee ● Is exposed, or has rights, to variable returns from its involvements with the investee ● Has the ability to use its power to affects its returns The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When Vast has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. Vast considers all relevant facts and circumstances in assessing whether or not Vast’s voting rights in an investee are sufficient to give it power, including: ● The size of Vast’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders ● Potential voting rights held by Vast, other vote holders or other parties ● Rights arising from other contractual arrangements ● Any additional facts and circumstances that indicate that Vast has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. (i) Subsidiaries Subsidiaries are all entities (including structured entities) over which Vast has control. Vast controls an entity where Vast is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to Vast. They are deconsolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains on transactions between companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by Vast. (ii) Joint arrangements Under IFRS 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. In February 2021, the Company entered into a joint development agreement which have been considered as joint operations. It recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Details of the joint operation are set out in Note 12.b(i) — Interest in other entities. Further, in June 2022, Vast entered into a joint venture to enable development of a battery energy storage system (BESS) and CSP projects to generate clean, low-cost energy sources. The Aurora Energy Project is commissioned by SiliconAurora having their principal place of business in Melrose Park, South Australia. The project is co-developed by Vast Solar Aurora Pty Ltd (VSA) and 1414 Degrees Limited (14D) via SiliconAurora Pty Ltd. VSA is a wholly owned subsidiary of the Company. VSA acquired 50% of the shares in SiliconAurora from 14D, and the Company will be the guarantor for VSA. Details of the joint venture are set out in Note 12.b (ii) — Interest in other entities. | |
Contributed equity | r) Ordinary shares with voting rights are classified as issued capital within equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. | |
Earnings per share | s) (i) Basic earnings per share Basic earnings per share is calculated by dividing ● the profit attributable to owners of Vast, excluding any costs of servicing equity other than ordinary shares; ● by the weighted average number of ordinary shares outstanding during the financial year (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares, such as convertible notes. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Significant accounting policies | |
Schedule of depreciation rates used for each class of depreciable assets | Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % |
Revenue from customers (Tables)
Revenue from customers (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Revenue from customers | ||
Schedule of revenue from customers | Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Consulting fees $ 326 $ 146 Margin fees 2 62 $ 328 $ 208 | 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 |
Grant revenue (Tables)
Grant revenue (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Grant revenue | ||
Schedule of grant revenue | 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 | |
Schedule of research and development tax incentives | Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Refundable R&D tax offset for the half-year $ 440 $ 339 R&D Tax credit recoveries recognised as grant income $ 440 $ 339 | 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 |
Expenses (Tables)
Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Expenses | ||
Schedule Of Expenses By Nature [Table Text Block] | Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Administrative and other expenses: Share based payment expenses (1) $ 750 $ — Legal and accounting expenses 3,781 1,050 Other expenses 954 268 $ 5,485 $ 1,318 Gain/loss on derivative financial instruments: Realised loss on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral (2) $ 170,376 $ — Unrealised gain on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral — (5) Unrealised gain on Promissory Note issued to EDF (2) (4,666) — Unrealised gain on NETC Warrants (2) (1,414) — $ 164,296 $ (5) Finance costs: Interest expense on Convertible Note 3 – AgCentral $ 431 $ 449 Interest expense on Convertible Note 4 – AgCentral 506 459 Interest expense on Convertible Note 5 – AgCentral 58 61 Interest expense on Senior Convertible Notes – AgCentral & Nabors 309 — Interest expense on Loans from shareholders – AgCentral 159 118 Interest expense on Promissory Note – EDF 43 — Other 3 67 $ 1,509 $ 1,154 (1) Refer to note 14 – Reserves for more details relating to share based payment expenses. (2) Refer to note 16 – Financial Instruments – Fair values and financial risk management for further details. | 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 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 |
Income tax benefit (Tables)
Income tax benefit (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income tax expense | |
Schedule of income tax benefit | 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 |
Schedule of reconciliation of income tax benefit | 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) |
Schedule of Current & deferred tax liabilities/assets | 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 $ — $ — |
Schedule of movement in deferred tax balance movement | Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 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 Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 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) Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 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 Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 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) |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Loss per share | |
Schedule of loss per share | Year Ended June 30, 2023 2022 (In thousands of US Dollars, except per share amounts) Basic loss per share Basic loss per share (7.08) (2.88) Diluted loss per share Diluted loss per share (7.08) (2.88) 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 2,149 2,149 Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share 2,149 2,149 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Trade and other receivables | ||
Schedule of trade and other receivables | December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade receivables 624 4 Goods and Service Tax receivable 170 204 Other receivables 171 106 965 314 | 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 |
Contract liabilities (Tables)
Contract liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Contract liabilities | |
Schedule of contract liabilities | June 30, 2023 2022 (In thousands of US Dollars) Unearned revenue 2 104 |
Trade and other payables (Table
Trade and other payables (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Trade and other payables | ||
Schedule of trade and other payables | December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade payables 5,207 1,265 Accrued expenses 3,994 4,280 Other payables 210 79 9,411 5,624 | 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 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Borrowings | ||
Schedule of borrowings | December 31, June 30, 2023 2023 Current Non-current Current Non-current (In thousands of US Dollars) Convertible Notes – AgCentral — — 14,281 — Senior Convertible Notes - AgCentral and Nabors Lux — — — 7,134 Shareholder Loan – AgCentral — — 5,531 — Promissory Note – EDF — 5,404 — — — 5,404 19,812 7,134 | 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 |
Schedule of Convertible Notes | Face Total Face Total Face Value value value per note (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) 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 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 4 August 15, 2023 2,500,000 3,839 2,500 5 October 24, 2023 2,500,000 3,931 2,500 18,830 12,500 36,800 25,351 | Face Total Face Total Face Value value value per note (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) 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 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 |
Schedule of embedded derivative as part of such hybrid contracts i.e. convertible notes | 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 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 |
Interest in other entities (Tab
Interest in other entities (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Interest in other entities | ||
Schedule of Ownership interest in Subsidiaries | Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 Nabors Transition Energy Corp Subsidiary United States 100 % 0 % Neptune Merger Sub, Inc. Subsidiary United States 0 % 100 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 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 % Vast Employee Shareholdings Pty Ltd Subsidiary Australia 100 % 0 % Vast Intermediate HoldCo Pty Ltd Subsidiary Australia 100 % 0 % Vast Australia HoldCo Pty Ltd Subsidiary Australia 100 % 0 % HyFuel Solar Refinery Pty Ltd Subsidiary Australia 100 % 0 % Vast Renewables HoldCo Corp Subsidiary United States 100 % 0 % Vast Renewables Management Services LLC Subsidiary United States 100 % 0 % Vast US Projects HoldCo Corp Subsidiary United States 100 % 0 % El Paso ProjectCo LLC Subsidiary United States 100 % 0 % | Ownership Place of interest Name Type incorporation 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 % |
Schedule of total expenses incurred and invoiced reimbursement receivable from joint operator | 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 | |
Schedule of joint venture | (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 Carrying value of interest in joint venture at June 30, 2023 1,300 Vast recognises its 50% share of profit of the joint venture for the half-year ended December 31, 2023: Legal and consultancy (85) Interest expense & other fees (20) Amortisation & depreciation (11) Other expenses (3) Net loss (119) Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd (10) Foreign exchange differences 30 Carrying value of interest in joint venture at December 31, 2023 1,201 | (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 Vast recognised its 50% share of profit of the joint venture from 15 to June 30, 2022: 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 Vast recognises its 50% share of profit of the joint venture for the year ended June 30, 2023: 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 |
Schedule of commitments and contingent liabilities in respect of joint ventures | December 31, June 30, 2023 2023 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 436 278 | June 30, 2023 2022 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 278 605 |
Summarised statement of financial position for joint venture | June 30, 2023 June 30, 2022 (In thousands of (In thousands of US Dollars) 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 | |
Schedule of summarised statement of profit or loss and other comprehensive income for joint venture | 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) |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, plant and equipment | |
Schedule of property, plant and equipment | 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) Exchange differences 1 1 Closing Balance at June 30 (33) (19) Net book value as of June 30 30 19 |
Right -of-use assets (Tables)
Right -of-use assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Right -of-use assets | |
Schedule of right-of-use asset pertains to the lease of its office | 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) |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Lease liabilities. | |
Schedule of lease liabilities | June 30, 2023 2022 (In thousands of US Dollars) Current Lease liabilities 26 37 Non-current Lease liabilities 28 56 54 93 |
Schedule of future minimum lease payments | 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 |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Provisions | |
Schedule of provisions | 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 |
Issued capital (Tables)
Issued capital (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Issued capital. | ||
Schedule of issued capital | | June 30, 2023 2022 (In thousands of US Dollars) 25,129,140 fully paid ordinary shares 2,354 2,354 Total (In thousands of Number of shares 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 |
Reserves (Tables)
Reserves (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Reserves | ||
Schedule of reserves | December 31, June 30, 2023 2023 (In thousands of US Dollars) Share-based payment reserve 22,692 4 Capital contribution reserve — 4,591 Foreign currency translation reserve 3,044 3,285 Closing Balance 25,736 7,880 | 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 |
Schedule of movement in capital contribution reserve | 2023 2022 (In thousands of US Dollars) As of July 1 4 4 Add: Fair value of earnout for NETC Sponsor issuable to Nabors 22,576 — Add: Share based payment expense for the period from December 19 to December 31, 2023 112 — As of December 31 22,692 4 | 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 |
Schedule of movement in foreign currency translation reserve | 2023 2022 (In thousands of US Dollars) As of July 1 3,285 2,394 Movement during the year (241) 232 As of December 31 3,044 2,626 | 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 |
Schedule of movement in share-based payment reserve | 2023 2022 (In thousands of US Dollars) As of July 1 4,591 3,452 Interest forgiveness on convertible notes and shareholder loan — 267 Derecognition upon consummation of the BCA (4,591) — Deferred tax impact — (67) As of December 31 — 3,652 | 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 |
Accumulated losses_ Retained _2
Accumulated losses/ Retained earnings (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Accumulated losses | ||
Schedule of Movements in accumulated losses | 2023 2022 (In thousands of US Dollars) As of July 1 (39,649) (24,432) Loss during the half-year (281,486) (3,937) As of December 31 (321,135) (28,369) | 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) |
Financial Instruments - Fair _2
Financial Instruments - Fair values and financial risk management (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Financial Instruments-Fair values and financial risk management | ||
Schedule of carrying amounts and fair values of financial liabilities | December 31, 2023 2022 (In thousands of US Dollars) Warrants liability designated at fair value – Level 1 hierarchy (1) 2,767 — NETC Earnouts designated at fair value – Level 3 hierarchy (2) 22,576 — Derivative financial instrument designated at fair value associated with EDF Promissory Note – Level 3 hierarchy (3) 950 — Derivative financial instrument designated at fair value associated with Convertible Notes 3, 4 and 5 and Senior Convertible Notes – Level 3 hierarchy (4) — 27 | June 30, 2023 2022 (In thousands of US Dollars) Derivative financial instrument designated at fair value – Level 3 hierarchy 192 32 |
Schedule of valuation technique used in measuring level 3 fair values for financial instruments measured at fair value as well as significant unobservable inputs | Type Valuation technique Significant unobservable inputs Financial instrument designated at fair value – Level 3 hierarchy Derivative valuations have been determined by a Monte Carlo simulation Risk free rate: 3.90% (2022: not applicable) Volatility: 25% (2022: not applicable) 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: 3.92% (2022: not applicable) 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: not applicable (2022: 3.90%) Volatility: not applicable (2022: 40%) | 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%) |
Schedule of reconciliation of Level 3 fair values | (In thousands of Movements in derivative financial instruments US Dollars) Opening balance as of July 1, 2023 192 Additions – Embedded derivative associated to EDF Promissory Note 5,616 Additions – Embedded derivative associated to Senior Convertible Notes 288 Fair value changes recognised as unrealised loss in profit or loss – Embedded derivative associated with EDF Promissory Note (4,666) Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Senior Convertible Notes 2,334 Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Convertible Notes 3,4 and 5 168,042 Conversion to Issued Capital upon consummation of the BCA - Embedded derivatives associated with Convertible Notes 3,4 and 5 and Senior Convertible Notes (170,856) Closing balance as of December 31, 2023 950 Opening balance as of July 1, 2022 32 Fair value changes recognised as unrealised gain in profit or loss (5) Closing balance as of December 31, 2022 27 | (In thousands of Movements in derivative financial instruments 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 |
Schedule of carrying amounts of the Group's foreign currency denominated monetary assets and monetary | December 31, June 30, 2023 2023 (In thousands) Trade payables EUR 81 17 USD 2,296 66 | June 30, 2023 2022 (In thousands) Trade payables EURO 17 17 USD 66 10 |
Schedule of foreign exchange related amounts recognised in profit or loss and other comprehensive income | Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Amounts recognised in profit or loss Unrealised Currency Gain/(Loss) 58 — Realised Currency Gain/(Loss) (56) (8) 2 (8) | 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 |
Schedule of maturity analysis of financial instruments | As of December 31, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 36 months Promissory Note (5,404) 12,457 — — (12,457) Deferred consideration (976) 1,026 — (1,026) — Trade Payables (9,411) 9,411 (9,411) — — Warrants liability (2,767) — — (2,767) — Lease liabilities (36) 36 (7) (29) — Total non-derivatives (18,594) 22,930 (9,418) (3,822) (12,457) As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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 (5,624) 5,624 (5,624) — — Lease liabilities (54) 57 (7) (50) — Total non-derivatives (33,579) 34,088 (5,631) (28,457) — Derivative financial instruments (192) 192 — (192) — | As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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 Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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) — |
Related party transactions (Tab
Related party transactions (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Related party transactions | ||
Schedule of ownership interests by related party | Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 AgCentral Energy Pty Ltd Parent company Australia 67.2 % 100.0 % Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 Nabors Transition Energy Corp Subsidiary United States 100 % 0 % Neptune Merger Sub, Inc. Subsidiary United States 0 % 100 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 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 % Vast Employee Shareholdings Pty Ltd Subsidiary Australia 100 % 0 % Vast Intermediate HoldCo Pty Ltd Subsidiary Australia 100 % 0 % Vast Australia HoldCo Pty Ltd Subsidiary Australia 100 % 0 % HyFuel Solar Refinery Pty Ltd Subsidiary Australia 100 % 0 % Vast Renewables HoldCo Corp Subsidiary United States 100 % 0 % Vast Renewables Management Services LLC Subsidiary United States 100 % 0 % Vast US Projects HoldCo Corp Subsidiary United States 100 % 0 % El Paso ProjectCo LLC Subsidiary United States 100 % 0 % | Place of Ownership interest Name Type incorporation 2023 2022 AgCentral Pty Ltd Parent company Australia — 100 % AgCentral Energy Pty Ltd Parent company Australia 100 % — Place of Ownership interest Name Type 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 % |
Schedule of transactions with related parties | For the Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Lease rental payments made to other related parties 5 21 Loan drawn down from parent entity – subsequently converted to Issued Capital upon consummation of the BCA 12,500 5,023 Loan drawn down from investors – subsequently converted to Issued Capital upon consummation of the BCA 10,000 14,718 Gain on modification of borrowings recognised in the Capital Contribution Reserve — 3,652 Gain on revaluation of derivative financial instruments 170,376 (5) Settlement of all Convertibles Notes, Senior Convertible Notes and Loans from Shareholder upon consummation of the BCA (226,373) — Movement in investment in joint venture (99) 1,424 Share based payment expense for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast. 112 — | 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 |
Schedule of key management personnel compensation | For the Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Short-term employee benefits 1,151 821 Share based payment expense (1) (2) 672 — Long-term benefits 10 18 1,833 839 (1) Additional value allocated to the MEP shares as discussed in note 14 – Reserves, were recognised at fair value and expensed immediately through profit or loss during the half year ended December 31, 2023, within share based payment expense for $634 thousands (December 31, 2022: Nil ). (2) In addition, the Share based payment expense of $112 thousands for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast, for the half-year ended December 31, 2023 as shown in note 20 (c) above, includes a portion of $37 thousands for the shares granted to key management personnel (December 31, 2022: Nil ). | 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 (i) 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 (ii) 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 (iii) 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 (iv) 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 — (v) 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 |
Schedule of movements in related party debt | 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 | |
Schedule of outstanding balances arising from sales/purchases of goods and services | December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade and other receivables owed from related party – Nabors Lux 2 S.a.r.l. 171 — Trade and other payables owed to related party – Capital Airport Group (150) — Lease liabilities for lease arrangement with related party (36) (54) | June 30, 2023 2022 (In thousands of US Dollars) Lease liabilities for lease arrangement with related party (54) (93) |
Schedule of loans to/(from) related parties | December 31, June 30, 2023 2023 (In thousands of US Dollars) Loan to joint venture 331 225 Loan from shareholder — (5,531) Loans from shareholder – Convertible Note 3 — (8,762) Loans from shareholder – Convertible Note 4 — (4,405) Loans from shareholder – Convertible Note 5 — (1,114) Loans from shareholder – Senior Convertible Note — (2,438) | 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) — |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Cash Flow Information | |
Schedule of net debt | 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) |
Schedule of movements in net debt | 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) |
Significant accounting polici_4
Significant accounting policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) segment $ / shares shares | Jun. 30, 2022 USD ($) | Aug. 15, 2023 USD ($) | Jun. 27, 2023 USD ($) | Apr. 13, 2023 USD ($) | Feb. 15, 2023 USD ($) | Feb. 14, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Significant accounting policies | ||||||||||
Year-end exchange rate | 0.6630 | 0.6889 | ||||||||
Loss during the half-year | $ (281,486) | $ (3,937) | $ (15,217) | $ (6,193) | ||||||
Used net cash in operating activities | (27,962) | (2,831) | (9,051) | (4,110) | ||||||
Net current liabilities | 7,100 | 23,600 | ||||||||
Net total deficit | (2,219) | $ 19,733 | 29,415 | $ 16,228 | $ 13,111 | |||||
Loans and convertible promissory notes | 5,400 | 19,800 | ||||||||
Subscription amount | 297,618 | $ 2,354 | ||||||||
Net present value of remaining cash flow, percentage | 10% | |||||||||
Impairment loss | $ 0 | |||||||||
Fair value of deferred consideration annual discount rate | 7.28% | |||||||||
Acquired percentage of shares | 50% | |||||||||
Business Combination Agreement | ||||||||||
Significant accounting policies | ||||||||||
Ordinary shares issued | shares | 490,179 | |||||||||
Subscription amount | $ 5,000 | |||||||||
Investments each of shares | $ / shares | $ 1 | |||||||||
Additional investment | $ / shares | $ 3 | |||||||||
Total financing requirement | $ 10,000 | |||||||||
Number of operating segments | segment | 1 | |||||||||
Maximum | Business Combination Agreement | ||||||||||
Significant accounting policies | ||||||||||
Ordinary shares issued | shares | 490,197 | |||||||||
Nabors Lux | Business Combination Agreement | ||||||||||
Significant accounting policies | ||||||||||
Aggregate principal amount | $ 10,000 | $ 5,000 | ||||||||
AgCentral Energy | Business Combination Agreement | ||||||||||
Significant accounting policies | ||||||||||
Aggregate principal amount | $ 10,000 | |||||||||
Notes Subscription Agreement | ||||||||||
Significant accounting policies | ||||||||||
Remaining commitment borrowing | $ 2,500 | |||||||||
Notes Subscription Agreement | Nabors Lux | ||||||||||
Significant accounting policies | ||||||||||
Debt maximum borrowing capacity | $ 5,000 | $ 5,000 | ||||||||
Notes Subscription Agreement | AgCentral Energy | ||||||||||
Significant accounting policies | ||||||||||
Debt maximum borrowing capacity | $ 5,000 | |||||||||
Commitment of debt borrowings | 5,000 | $ 2,500 | ||||||||
Equity Subscription Agreement | Nabors Lux | ||||||||||
Significant accounting policies | ||||||||||
Debt maximum borrowing capacity | 15,000 | |||||||||
Equity Subscription Agreement | AgCentral Energy | ||||||||||
Significant accounting policies | ||||||||||
Debt maximum borrowing capacity | $ 30,000 |
Significant accounting polici_5
Significant accounting policies - Depreciation rates used for each class of depreciable assets (Details) - Office equipment | 12 Months Ended |
Jun. 30, 2023 | |
Minimum | |
Depreciation rates used for each class of depreciable assets | |
Depreciation rate | 10% |
Maximum | |
Depreciation rates used for each class of depreciable assets | |
Depreciation rate | 50% |
Revenue from customers (Details
Revenue from customers (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from customers | ||||
Revenue from customers | $ 328 | $ 208 | $ 268 | $ 163 |
Consulting fees | ||||
Revenue from customers | ||||
Revenue from customers | 326 | 146 | 170 | 140 |
Margin fees | ||||
Revenue from customers | ||||
Revenue from customers | $ 2 | $ 62 | $ 98 | $ 23 |
Revenue from customers - Margin
Revenue from customers - Margin fees (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Revenue from customers | ||
Margin fee as percentage on administration and handling fee on procurement of equipment, components and materials on behalf of CSIRO | 10% | 10% |
Revenue from customers - Disagg
Revenue from customers - Disaggregation of revenue from contracts with customers (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from customers | ||||
Revenue from customers | $ 328 | $ 208 | $ 268 | $ 163 |
At a point in time | ||||
Revenue from customers | ||||
Revenue from customers | 199 | 23 | ||
Over time | ||||
Revenue from customers | ||||
Revenue from customers | 69 | 140 | ||
CSIRO | ||||
Revenue from customers | ||||
Revenue from customers | 253 | $ 163 | ||
Others | ||||
Revenue from customers | ||||
Revenue from customers | $ 15 |
Grant revenue (Details)
Grant revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Grant revenue | ||||
ARENA grant | $ 1,001 | |||
R&D tax credit recoveries | $ 651 | 753 | ||
Grant revenue | $ 440 | $ 339 | $ 651 | $ 1,754 |
Grant revenue - ARENA grant (De
Grant revenue - ARENA grant (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | |
Grant revenue | ||
Deferred grant income | $ 0 | $ 0 |
ARENA grant | $ 1,001 |
Grant revenue - R&D tax incenti
Grant revenue - R&D tax incentives (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Grant revenue | ||||
Refundable R&D tax offset for the year | $ 440 | $ 339 | $ 651 | $ 753 |
R&D tax credit recoveries | $ 440 | $ 339 | $ 651 | $ 753 |
Expenses (Details)
Expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Raw materials and consumables used: | ||||
Raw materials and consumables cost | $ 572 | $ 205 | ||
Power and fuel expense | 28 | 36 | ||
Raw materials and consumables used | $ 586 | $ 208 | 600 | 241 |
Consultancy expenses: | ||||
Consulting - Corporate | 926 | 760 | ||
Consulting - Projects | 1,208 | 1,174 | ||
Consultancy expenses | 2,200 | 416 | 2,134 | 1,934 |
Administrative and other expenses: | ||||
Legal and accounting expenses | 3,781 | 1,050 | 7,151 | 1,163 |
Subscriptions, software and licences | 239 | 137 | ||
Travelling expenses | 253 | 84 | ||
Marketing expenses | 111 | 58 | ||
Other expenses | 954 | 268 | 326 | 176 |
Administrative and other expenses | 5,485 | 1,318 | 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 | ||
Employee benefits expenses | $ 2,016 | $ 1,305 | 2,984 | 2,756 |
Research and development expense | $ 1,500 | $ 2,130 |
Income tax benefit (Details)
Income tax benefit (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income tax expense | ||||
Current tax expense | $ 0 | |||
Deferred tax expense | ||||
Decrease/(increase) in deferred tax assets | $ 176 | $ (91) | ||
(Decrease)/increase in deferred tax liabilities | (554) | (527) | ||
Deferred tax expense | (378) | (618) | ||
Income tax (expense) / benefit | $ 2 | $ 67 | $ 378 | $ 618 |
Income tax benefit - Reconcilia
Income tax benefit - Reconciliation of income tax benefit (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income tax expense | ||||
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 | $ (2) | $ (67) | $ (378) | $ (618) |
Statutory tax rate | 25% | 25% | 25% | 25% |
Income tax benefit - Tax losses
Income tax benefit - Tax losses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Income tax expense | ||
Unused tax losses | $ 6,200 | $ 12,550 |
Potential future tax benefits | $ 3,140 |
Income tax benefit - Current an
Income tax benefit - Current and deferred tax liabilities/assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Current tax assets | |||
R&D tax incentive receivable | $ 638 | $ 714 | |
Current tax assets | $ 461 | 638 | 714 |
Deferred tax assets | 419 | 618 | |
Deferred tax liabilities | $ (419) | $ (618) |
Income tax benefit - Deferred t
Income tax benefit - Deferred tax assets movement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative financial instruments | ||
Deferred tax balance movement | ||
Beginning Balance | $ 8 | $ 8 |
(Charged)/ credited to profit or loss | (8) | 1 |
Exchange differences (charged)/credited to comprehensive loss | (1) | |
Ending balance | 8 | |
Contract liabilities | ||
Deferred tax balance movement | ||
Beginning Balance | 26 | |
(Charged)/ credited to profit or loss | (24) | |
Exchange differences (charged)/credited to comprehensive loss | (1) | |
Ending balance | 1 | 26 |
Deferred income | ||
Deferred tax balance movement | ||
Beginning Balance | 26 | 259 |
(Charged)/ credited to profit or loss | (223) | |
Exchange differences (charged)/credited to comprehensive loss | (10) | |
Ending balance | 26 | |
Lease liabilities | ||
Deferred tax balance movement | ||
Beginning Balance | 23 | 35 |
(Charged)/ credited to profit or loss | (9) | (9) |
Exchange differences (charged)/credited to comprehensive loss | (1) | (2) |
Ending balance | 13 | 23 |
Share of loss of equity-accounted investee | ||
Deferred tax balance movement | ||
Beginning Balance | 2 | |
(Charged)/ credited to profit or loss | 13 | 3 |
Exchange differences (charged)/credited to comprehensive loss | (1) | |
Ending balance | 15 | 2 |
Unused tax losses carryforwards | ||
Deferred tax balance movement | ||
Beginning Balance | 466 | 220 |
(Charged)/ credited to profit or loss | (58) | 278 |
Exchange differences (charged)/credited to comprehensive loss | (18) | (32) |
Ending balance | 390 | 466 |
Provisions and accruals | ||
Deferred tax balance movement | ||
Beginning Balance | 93 | 59 |
(Charged)/ credited to profit or loss | (90) | 41 |
Exchange differences (charged)/credited to comprehensive loss | (3) | (7) |
Ending balance | 93 | |
Deferred tax assets | ||
Deferred tax balance movement | ||
Beginning Balance | 618 | 581 |
(Charged)/ credited to profit or loss | (176) | 91 |
Exchange differences (charged)/credited to comprehensive loss | (23) | (53) |
Ending balance | $ 419 | $ 618 |
Income tax benefit - Deferred_2
Income tax benefit - Deferred tax liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Borrowings - convertible notes | ||
Deferred tax balance movement | ||
Beginning Balance | $ (585) | $ (544) |
(Charged)/ credited to profit or loss | 551 | 527 |
Movement in equity | (378) | (618) |
Exchange differences (charged)/credited to comprehensive loss | 22 | 50 |
Ending balance | (390) | (585) |
Property, plant and equipment | ||
Deferred tax balance movement | ||
Beginning Balance | (5) | (4) |
(Charged)/ credited to profit or loss | (3) | (1) |
Ending balance | (8) | (5) |
Right of use asset | ||
Deferred tax balance movement | ||
Beginning Balance | (20) | (32) |
(Charged)/ credited to profit or loss | 10 | 8 |
Exchange differences (charged)/credited to comprehensive loss | 4 | |
Ending balance | (10) | (20) |
Prepaid expenses | ||
Deferred tax balance movement | ||
Beginning Balance | (8) | (1) |
(Charged)/ credited to profit or loss | (4) | (7) |
Exchange differences (charged)/credited to comprehensive loss | 1 | |
Ending balance | (11) | (8) |
Deferred tax liabilities | ||
Deferred tax balance movement | ||
Beginning Balance | (618) | (581) |
(Charged)/ credited to profit or loss | 554 | 527 |
Movement in equity | (378) | (618) |
Exchange differences (charged)/credited to comprehensive loss | 23 | 54 |
Ending balance | $ (419) | $ (618) |
Loss per share (Details)
Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Loss per share | ||||
Basic loss per share (in dollars per share) | $ (66.44) | $ (1.83) | $ (7.08) | $ (2.88) |
Diluted loss per share (in dollars per share) | $ (66.44) | $ (1.83) | $ (7.08) | $ (2.88) |
Reconciliations of loss used in calculating loss per share | ||||
Net loss | $ (15,217) | $ (6,193) | ||
Loss used in calculating diluted loss per share | $ (15,217) | $ (6,193) | ||
Weighted-average number of common shares outstanding (in thousands): | ||||
Weighted-average number of common shares outstanding basic (in shares) | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,148,887 |
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share (in shares) | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,149,000 |
Number of fully paid ordinary shares | 25,129,140 | 25,129,140 | 25,129,140 | 25,129,140 |
Number of ordinary shares converted | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,148,887 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2022 | |
Trade and other receivables | |||
Trade receivables | $ 4 | $ 624 | $ 4 |
Goods and Service Tax receivable | 204 | 170 | 77 |
Other receivables | 106 | 171 | |
Total trade and other receivables | $ 314 | $ 965 | $ 81 |
Average credit period | 30 days |
Contract liabilities (Details)
Contract liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Contract liabilities | ||
Unearned revenue | $ 2 | $ 104 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Trade and other payables | |||
Trade payables | $ 5,207 | $ 1,265 | $ 1,041 |
Accrued expenses | 3,994 | 4,280 | 137 |
Advance received for procurement | 366 | ||
Other payables | 210 | 79 | |
Total trade and other payables | $ 9,411 | $ 5,624 | $ 1,544 |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Borrowings | |||
Current borrowings | $ 19,812 | ||
Non-current borrowings | $ 5,404 | 7,134 | $ 15,632 |
Convertible Note 3 | |||
Borrowings | |||
Current borrowings | 8,762 | ||
Non-current borrowings | 8,883 | ||
Convertible Note 4 | |||
Borrowings | |||
Current borrowings | 4,405 | ||
Non-current borrowings | 3,937 | ||
Convertible Note 5 | |||
Borrowings | |||
Current borrowings | 1,114 | ||
Non-current borrowings | 1,124 | ||
Senior Convertible Note | |||
Borrowings | |||
Non-current borrowings | 7,134 | ||
Loan from shareholder | |||
Borrowings | |||
Current borrowings | $ 5,531 | ||
Non-current borrowings | $ 1,688 |
Borrowings - Convertible Notes
Borrowings - Convertible Notes (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 AUD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2023 AUD ($) | Jun. 30, 2023 USD ($) | Jun. 27, 2023 AUD ($) NotesSeries | Jun. 27, 2023 USD ($) NotesSeries | Apr. 13, 2023 AUD ($) NotesSeries | Apr. 13, 2023 USD ($) NotesSeries | Feb. 15, 2023 AUD ($) NotesSeries $ / NotesSeries | Feb. 15, 2023 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2021 AUD ($) | Jun. 30, 2021 USD ($) | Apr. 27, 2021 AUD ($) NotesSeries | Apr. 27, 2021 USD ($) NotesSeries | Aug. 11, 2020 AUD ($) NotesSeries $ / NotesSeries | Aug. 11, 2020 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2020 AUD ($) | Jun. 30, 2020 USD ($) | Sep. 25, 2019 AUD ($) NotesSeries | Sep. 25, 2019 USD ($) NotesSeries | Sep. 10, 2019 AUD ($) NotesSeries | Sep. 10, 2019 USD ($) NotesSeries | Jun. 12, 2018 AUD ($) NotesSeries | Jun. 12, 2018 USD ($) NotesSeries | May 28, 2018 AUD ($) NotesSeries | May 28, 2018 USD ($) NotesSeries | May 23, 2018 AUD ($) NotesSeries | May 23, 2018 USD ($) NotesSeries | Mar. 23, 2018 AUD ($) NotesSeries | Mar. 23, 2018 USD ($) NotesSeries | Feb. 26, 2018 AUD ($) NotesSeries | Feb. 26, 2018 USD ($) NotesSeries | Feb. 07, 2018 AUD ($) NotesSeries | Feb. 07, 2018 USD ($) NotesSeries | Jan. 31, 2018 AUD ($) NotesSeries | Jan. 31, 2018 USD ($) NotesSeries | Jan. 18, 2018 AUD ($) NotesSeries $ / NotesSeries | Jan. 18, 2018 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2017 AUD ($) | Jun. 30, 2017 USD ($) | Nov. 23, 2016 AUD ($) NotesSeries | Nov. 23, 2016 USD ($) NotesSeries | Sep. 15, 2016 AUD ($) NotesSeries | Sep. 15, 2016 USD ($) NotesSeries | Jun. 30, 2016 AUD ($) NotesSeries $ / NotesSeries | Jun. 30, 2016 USD ($) NotesSeries $ / NotesSeries |
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 36,800 | $ 25,351 | $ 29,030 | $ 20,351 | ||||||||||||||||||||||||||||||||||||||||||
Convertible Note 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 3.4934 | 3.4934 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 9,863 | $ 6,890 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 26,802 | 26,802 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 9,363 | $ 6,548 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 715 | 715 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 250 | $ 172 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 715 | 715 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 250 | $ 170 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note 4 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.1768 | 0.1768 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 6,357 | $ 4,651 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 62,216 | 62,216 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,100 | $ 876 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 5,656 | 5,656 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 100 | $ 81 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,312 | 11,312 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 158 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 4 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 8,484 | 8,484 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 150 | $ 118 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 5 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 25,452 | 25,452 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 450 | $ 347 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 6 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,313 | 11,313 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 151 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 7 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,313 | 11,313 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 152 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 8 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 47,511 | 47,511 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 840 | $ 640 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 9 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 105,602 | 105,602 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,867 | $ 1,280 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 10 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 70,701 | 70,701 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,250 | $ 848 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Note 5 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.0001 | 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,750 | $ 1,310 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 5, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 87,500,000 | 87,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 875 | $ 628 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 5, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 87,500,000 | 87,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 875 | $ 682 | ||||||||||||||||||||||||||||||||||||||||||||
Senior Convertible Note | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.010 | 0.010 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 18,830 | $ 12,500 | $ 11,060 | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,604 | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note , tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,731 | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,725 | $ 2,500 |
Borrowings - Convertible Note_2
Borrowings - Convertible Notes Narratives (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 M NotesSeries $ / shares | Jun. 30, 2023 M NotesSeries $ / shares | |
Loan-Convertible Note 3, 4, 5 | ||
Borrowings | ||
Number of shares on conversion | NotesSeries | 1 | 1 |
Interest rate | 8% | 8% |
Interest payable term | 6 months | 6 months |
Option to settle interest payments in cash or by issuance of additional convertible note, Number of months | 18 | 18 |
Noteholders interest settlement term, number of months | 18 | 18 |
Senior Convertible Note | ||
Borrowings | ||
Interest rate | 4% | 4% |
Interest payable term | 6 months | 6 months |
Notes conversion, conversion price discount percentage | 25% | 25% |
Conversion price (in dollars per share) | $ / shares | $ 10.20 | $ 10.20 |
Term | 18 months | 18 months |
Borrowings - Embedded derivativ
Borrowings - Embedded derivative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 19, 2023 | |
Borrowings | |||||
Embedded derivative | $ 1,000 | $ 192 | $ 32 | $ 5,500 | |
Interest expense by applying respective effective interest rate applicable to the tranches | $ 1,304 | $ 995 | $ 2,166 | $ 2,091 | |
Average | |||||
Borrowings | |||||
Interest rate | 22.63% | 25.37% | 24.31% | 25.37% | |
Convertible Note 3 | |||||
Borrowings | |||||
Interest expense by applying respective effective interest rate applicable to the tranches | $ 431 | $ 462 | $ 950 | $ 1,003 | |
Convertible Note 4 | |||||
Borrowings | |||||
Embedded derivative | 1 | ||||
Interest expense by applying respective effective interest rate applicable to the tranches | 506 | 471 | 995 | 953 | |
Convertible Note 5 | |||||
Borrowings | |||||
Embedded derivative | 18 | 31 | |||
Interest expense by applying respective effective interest rate applicable to the tranches | 58 | $ 62 | 127 | $ 135 | |
Senior Convertible Note | |||||
Borrowings | |||||
Embedded derivative | 174 | ||||
Interest expense by applying respective effective interest rate applicable to the tranches | $ 309 | $ 94 | |||
Interest rate | 4% | 4% |
Borrowings - Loan from sharehol
Borrowings - Loan from shareholder (Details) $ in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 AUD ($) | Jun. 30, 2022 USD ($) | |
Borrowings | |||||
Proceeds from borrowings | $ 33,333 | $ 3,291 | $ 11,515 | $ 1,838 | |
Average | |||||
Borrowings | |||||
Interest rate | 22.63% | 25.37% | 24.31% | 24.31% | 25.37% |
Loan from shareholder | |||||
Borrowings | |||||
Proceeds from borrowings | $ 5,500 | $ 4,000 | $ 5.9 | ||
Loan from shareholder | Average | |||||
Borrowings | |||||
Proceeds from borrowings | $ 159 | $ 118 | |||
Interest rate | 5.90% | 5.90% | 6.47% | 6.47% | 5.05% |
Interest in other entities (Det
Interest in other entities (Details) - item | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Interest in other entities | |||
Number of wholly owned subsidiaries | 14 | 6 | |
Neptune Merger Sub, Inc. | |||
Interest in other entities | |||
Ownership interest, percentage | 0% | 100% | 0% |
NWQHPP Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 100% |
Solar Methanol 1 Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 0% |
Vast Solar Aurora Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar 1 Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar Consulting Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 100% |
Interest in other entities - Jo
Interest in other entities - Joint operation (Details) - Joint operations - Joint operator - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Interest in other entities | ||
Interest held in Percentage | 50% | |
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 |
Reimbursement receivable | $ 300 |
Interest in other entities - _2
Interest in other entities - Joint venture (Details) - SiliconAurora - USD ($) $ in Thousands | 1 Months Ended | |||
Jun. 15, 2022 | Jul. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | |
Joint venture | ||||
Percentage of ownership interest | 50% | |||
Initial consideration | $ 70 | |||
Deferred consideration | $ 1,580 | |||
Deferred consideration paid | $ 620 | |||
Remaining deferred consideration expected to be paid | $ 960 | $ 960 |
Interest in other entities - _3
Interest in other entities - Joint venture investment (Details) $ in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2023 AUD ($) | Jun. 30, 2023 AUD ($) | |
Joint venture | ||||||
Legal and consultancy | $ (178) | |||||
Employee benefits expenses | $ (2,016) | $ (1,305) | (2,984) | $ (2,756) | ||
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 | 1,300 | |||||
Total Face value | 25,351 | 20,351 | $ 36,800 | $ 29,030 | ||
SiliconAurora | ||||||
Joint venture | ||||||
Initial investment in SiliconAurora Pty Ltd | 69 | |||||
Transaction costs | 56 | |||||
Deferred consideration | 1,578 | |||||
Total consideration | 1,703 | |||||
Total consideration | 1,703 | |||||
- Call option issued to shareholder | 96 | |||||
- 50% interest in SiliconAurora Pty Ltd | 1,607 | |||||
Legal and consultancy | (85) | (4) | ||||
Employee benefits expenses | (3) | |||||
Interest expense & other fees | (20) | (2) | ||||
Amortisation & depreciation | (11) | (1) | ||||
Other expenses | (3) | |||||
Net loss | (119) | (10) | ||||
Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd | (10) | |||||
Foreign exchange differences | 30 | |||||
Carrying value of interest in joint venture | $ 1,201 | $ 1,300 | $ 1,597 | |||
Loan term | 3 years | 3 years | ||||
SiliconAurora | Interest-free shareholder loan | ||||||
Joint venture | ||||||
Total Face value | $ 330 | $ 230 |
Interest in other entities - Co
Interest in other entities - Commitments and contingent liabilities in respect of joint ventures (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Interest in other entities | |||
Commitment to provide funding for joint venture's commitments, if called | $ 436 | $ 278 | $ 605 |
Estimated fair value of call options | $ 100 | $ 100 |
Interest in other entities - Su
Interest in other entities - Summarised statement of financial position for joint venture (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 18, 2023 | |
Joint venture | |||||
Trade and other receivables | $ 965 | $ 314 | $ 81 | ||
Property, plant and equipment | 38 | 30 | 19 | ||
Right-of-use-assets | 29 | 45 | 81 | ||
Total assets | 22,124 | 4,656 | 2,989 | $ 10,528 | |
Trade and other payables | 9,411 | 5,624 | 1,544 | 21,525 | |
Borrowings | 5,404 | 7,134 | 15,632 | ||
Lease liabilities | 54 | 93 | |||
Total liabilities | 19,905 | 34,071 | 19,217 | 21,734 | |
Net assets | 11,206 | $ (11,206) | |||
Reconciliation to carrying amounts: | |||||
Total comprehensive loss | (281,727) | $ (3,705) | (14,326) | (4,814) | |
Foreign exchange differences | (241) | 232 | 891 | 1,379 | |
Closing net assets | 11,206 | ||||
Vast's share in $ | (255) | ||||
SiliconAurora | |||||
Joint venture | |||||
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 | $ (625) | $ (132) | (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 value of interest in joint venture | $ 1,300 | $ 1,597 |
Interest in other entities - _4
Interest in other entities - Summarised statement of profit or loss and other comprehensive income for joint venture (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Joint venture | ||||
Total comprehensive loss for the year | $ (281,727) | $ (3,705) | $ (14,326) | $ (4,814) |
SiliconAurora | ||||
Joint venture | ||||
Expenses incurred for the year categorised into administration, professional and employee benefit | (508) | (751) | ||
Total comprehensive loss for the year | $ (508) | $ (751) |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, plant and equipment | ||
Opening Balance at July 1 | $ 19 | |
Closing Balance at June 30 | 30 | $ 19 |
Office equipment | ||
Property, plant and equipment | ||
Opening Balance at July 1 | 19 | |
Closing Balance at June 30 | 30 | 19 |
Cost | Office equipment | ||
Property, plant and 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 | ||
Property, plant and equipment | ||
Opening Balance at July 1 | (19) | (10) |
Depreciation expense | (15) | (10) |
Exchange differences | 1 | 1 |
Closing Balance at June 30 | $ (33) | $ (19) |
Right -of-use assets - Net carr
Right -of-use assets - Net carrying amount and movements in carrying amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Right -of-use assets | ||
Opening balance at July 1 | $ 81 | |
Depreciation expense | (34) | $ (37) |
Closing Balance at June 30 | 45 | 81 |
Office Building | ||
Right -of-use assets | ||
Opening balance at July 1 | 81 | |
Closing Balance at June 30 | 45 | 81 |
Office Building | Cost | ||
Right -of-use assets | ||
Opening balance at July 1 | 152 | 166 |
Exchange differences | (6) | (14) |
Closing Balance at June 30 | 146 | 152 |
Office Building | Accumulated depreciation | ||
Right -of-use assets | ||
Opening balance at July 1 | (71) | (39) |
Depreciation expense | (34) | (37) |
Exchange differences | 4 | 5 |
Closing Balance at June 30 | $ (101) | $ (71) |
Right -of-use assets - Amounts
Right -of-use assets - Amounts recognised in profit and loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Right -of-use assets | ||
Depreciation expense on right-of-use asset | $ (34) | $ (37) |
Interest expense on lease liabilities | $ (6) | $ (10) |
Lease liabilities (Details)
Lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Lease liabilities. | |||
Lease liabilities | $ 36 | $ 26 | $ 37 |
Lease liabilities | 28 | 56 | |
Total | $ 54 | $ 93 |
Lease liabilities - Future mini
Lease liabilities - Future minimum lease payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Future minimum lease payments | ||
Total | $ 57 | $ 103 |
Within one year | ||
Future minimum lease payments | ||
Total | 43 | 43 |
Later than one year but not later than 5 years | ||
Future minimum lease payments | ||
Total | $ 14 | $ 60 |
Provisions (Details)
Provisions (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current: | ||
Employee benefits | $ 183 | $ 148 |
Non-current: | ||
Employee benefits | 117 | 86 |
Total Provisions | $ 300 | $ 234 |
Provisions - Movements in provi
Provisions - Movements in provisions (Details) - Provision for employee benefits - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Movements in provisions: | ||
Opening Balance | $ 234 | $ 217 |
Additions | 247 | 197 |
Utilisations | (171) | (160) |
Exchange differences | (10) | (20) |
Closing Balance | $ 300 | $ 234 |
Issued capital (Details)
Issued capital (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Issued capital. | |||||
Issued capital | $ 297,618 | $ 2,354 | $ 2,354 | $ 2,354 | |
Number of fully paid ordinary shares | 25,129,140 | 25,129,140 | 25,129,140 | 25,129,140 | |
Number of ordinary shares converted | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,148,887 |
Issued capital - Ordinary share
Issued capital - Ordinary shares (Details) $ / shares in Units, $ in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jan. 12, 2024 shares | Dec. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2021 AUD ($) $ / shares shares | |
Number of shares | ||||||
Ordinary shares, Balance at beginning | 25,129,140 | 25,129,140 | 25,129,140 | |||
Ordinary shares issued during the year | 681,620 | 0 | 0 | 25,000,000 | 25,000,000 | |
Ordinary shares, Balance at ending | 25,129,140 | 25,129,140 | 25,129,140 | 25,129,140 | ||
Equity: | ||||||
Ordinary shares amount, Balance at beginning | $ | $ 2,354 | $ 2,354 | $ 2,354 | |||
Ordinary shares issued during the year | 17,506 | 0 | 0 | $ 250 | ||
Ordinary shares amount, Balance at ending | $ | 297,618 | $ 2,354 | $ 2,354 | $ 2,354 | ||
Number of shares issued | 681,620 | 0 | 0 | 25,000,000 | 25,000,000 | |
Issue price per share | $ / shares | $ 0.01 | |||||
Value of shares issued | $ 17,506 | $ 0 | $ 0 | $ 250 |
Reserves (Details)
Reserves (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Reserves | |||||
Capital contribution reserve | $ 4,591 | $ 3,652 | $ 4,591 | $ 3,452 | |
Foreign currency translation reserve | $ 3,044 | 3,285 | 2,626 | 2,394 | 1,015 |
Share-based payment reserve | 22,692 | 4 | $ 4 | 4 | $ 4 |
Closing Balance | $ 25,736 | $ 7,880 | $ 5,850 |
Reserves - Movement in capital
Reserves - Movement in capital contribution reserve (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reserves | |||
Balance as of beginning | $ 4,591 | $ 4,591 | $ 3,452 |
Interest forgiveness on convertible notes and shareholder loan | 267 | 1,517 | 2,411 |
Call option issued to shareholder | (96) | ||
Deferred tax impact | (67) | (378) | (618) |
Balance as of ending | $ 3,652 | $ 4,591 | $ 4,591 |
Reserves - Movement in foreign
Reserves - Movement in foreign currency translation reserve (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reserves | ||||
Balance as of beginning | $ 3,285 | $ 2,394 | $ 2,394 | $ 1,015 |
Movement during the year | (241) | 232 | 891 | 1,379 |
Balance as of ending | $ 3,044 | $ 2,626 | $ 3,285 | $ 2,394 |
Reserves - Movement in share-ba
Reserves - Movement in share-based payment reserve (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Reserves | ||||
Balance as of beginning | $ 4 | $ 4 | $ 4 | $ 4 |
Balance as of ending | $ 22,692 | $ 4 | $ 4 | $ 4 |
Reserves - Movement in share-_2
Reserves - Movement in share-based payment shares (equity settled) (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 14, 2023 AUD ($) $ / shares | Jun. 30, 2021 shares $ / shares | Dec. 31, 2023 shares | Jun. 30, 2023 shares | |
MEP shares (equity settled) | ||||
Plan pool limit (in shares) | shares | 100 | 100 | ||
Number of shares issued under MEP (in shares) | shares | 80 | |||
Fair value of shares issued under MEP (in dollars per share) | $ / shares | $ 70 | $ 70 | ||
Cash proceeds received for shares issued under MEP (in dollars per share) | $ / shares | $ 10 | $ 10 | ||
Expected price volatility of the company's shares (as a percent) | 40% | |||
Minimum | ||||
MEP shares (equity settled) | ||||
Underlying asset value | $ 1 | |||
Exercise price | $ 6.9 | |||
Risk-free interest rate (as a percent) | 0.25% | |||
Maximum | ||||
MEP shares (equity settled) | ||||
Underlying asset value | $ 4 | |||
Exercise price | $ 8.3 | |||
Risk-free interest rate (as a percent) | 0.26% | |||
Where the sale price of share is AUD$10 million or less | ||||
MEP shares (equity settled) | ||||
Management's share of exit proceeds (as a percent) | 25% | |||
Where the sale price of share is above AUD$10 million | ||||
MEP shares (equity settled) | ||||
Management's share of exit proceeds (as a percent) | 33.33% |
Accumulated losses_ Retained _3
Accumulated losses/ Retained earnings (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated losses | ||||
Balance at beginning | $ (39,649) | $ (24,432) | $ (24,432) | $ (18,239) |
Loss during the half-year | (281,486) | (3,937) | (15,217) | (6,193) |
Balance at ending | $ (321,135) | $ (28,369) | $ (39,649) | $ (24,432) |
Financial Instruments - Fair _3
Financial Instruments - Fair values and financial risk management - Carrying amounts and fair values of financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | $ (13,943) | ||||
Derivatives | Level 3 | |||||
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | $ 950 | $ 192 | $ 27 | 32 | $ 33 |
Designated at fair value | Derivatives | Level 3 | |||||
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | $ 950 | $ 192 | $ 32 |
Financial Instruments - Fair _4
Financial Instruments - Fair values and financial risk management - Valuation technique and significant unobservable inputs (Details) | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) |
Financial Instruments-Fair values and financial risk management | ||||
Significant unobservable inputs | 40 | |||
Increase (decrease) in financial instrument due to increase in risk assumption | $ 190,000 | $ 10,000 | $ 0 | $ 10,000 |
Risk free rate | ||||
Financial Instruments-Fair values and financial risk management | ||||
Significant unobservable inputs | 3.92 | 4.57 | 2.58 | |
Percentage of reasonable possible increase in risk assumption | 10% | 10% | 10% | 10% |
Volatility | ||||
Financial Instruments-Fair values and financial risk management | ||||
Significant unobservable inputs | 40 | 40 | 40 | |
Percentage of reasonable possible increase in risk assumption | 10% | 10% | 10% |
Financial Instruments - Fair _5
Financial Instruments - Fair values and financial risk management - Reconciliation of fair value (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Financial Instruments-Fair values and financial risk management | ||||
Balance at beginning | $ (13,943) | $ (13,943) | ||
Balance at ending | $ (13,943) | |||
Level 3 | ||||
Financial Instruments-Fair values and financial risk management | ||||
Transfers from Level 3 fair values | 0 | |||
Derivatives | Level 3 | ||||
Financial Instruments-Fair values and financial risk management | ||||
Balance at beginning | $ 192 | 32 | 32 | 33 |
Additions | 5,616 | 173 | ||
Fair value changes recognised in profit and loss | (4,666) | (5) | (9) | 2 |
Exchange differences | (4) | (3) | ||
Balance at ending | $ 950 | $ 27 | $ 192 | $ 32 |
Financial Instruments - Fair _6
Financial Instruments - Fair values and financial risk management - Exposure to foreign currency risk (Details) - Currency risk - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
EURO | |||
Financial Instruments-Fair values and financial risk management | |||
Risk exposure on liabilities | $ 81 | $ 17 | $ 17 |
USD | |||
Financial Instruments-Fair values and financial risk management | |||
Risk exposure on liabilities | $ 2,296 | $ 66 | $ 10 |
Financial Instruments - Fair _7
Financial Instruments - Fair values and financial risk management - Amounts recognised in profit or loss and other comprehensive income (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Financial Instruments-Fair values and financial risk management | ||||
Unrealised Currency Gain/(Loss) | $ 58 | $ 14 | $ 2 | |
Realised Currency Gains | (56) | $ (8) | 1 | (1) |
Foreign Currency Gain (Loss) recognized in profit or loss and other comprehensive income | $ 2 | $ (8) | $ 15 | $ 1 |
Financial Instruments - Fair _8
Financial Instruments - Fair values and financial risk management - Credit risk (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Financial Instruments-Fair values and financial risk management | |||||
Cash and cash equivalents | $ 16,509 | $ 2,060 | $ 213 | $ 423 | $ 3,098 |
Financial Instruments - Fair _9
Financial Instruments - Fair values and financial risk management - Liquidity risk (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | $ (13,943) | ||
Total contractual cash flows | 12,851 | ||
3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (12,851) | ||
Total non-derivatives | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | $ (18,594) | $ (33,579) | (18,846) |
Total contractual cash flows | 34,088 | 17,988 | |
Total contractual cash flows, derivative financial instruments | 22,930 | ||
Total non-derivatives | 2 months or less | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (5,631) | (1,550) | |
Total contractual cash flows, derivative financial instruments | (9,418) | ||
Total non-derivatives | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (28,457) | (16,438) | |
Total contractual cash flows, derivative financial instruments | (3,822) | ||
Total non-derivatives | Beyond 36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, derivative financial instruments | (12,457) | ||
Loan from shareholder | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (5,531) | (1,689) | |
Total contractual cash flows | 5,704 | 1,838 | |
Loan from shareholder | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (5,704) | (1,838) | |
Deferred consideration | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (976) | (955) | (1,578) |
Total contractual cash flows | 1,026 | 995 | 1,653 |
Deferred consideration | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (1,026) | (995) | (1,653) |
Trade Payables | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (9,411) | (5,624) | (1,543) |
Total contractual cash flows | 9,411 | 5,624 | 1,543 |
Trade Payables | 2 months or less | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (9,411) | (5,624) | (1,543) |
Lease liabilities | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (2,767) | (54) | (93) |
Total contractual cash flows | 57 | 103 | |
Lease liabilities | 2 months or less | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (7) | (7) | |
Lease liabilities | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | $ (2,767) | (50) | (96) |
Derivative financial instruments | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (192) | (32) | |
Total contractual cash flows, derivative financial instruments | 192 | 32 | |
Derivative financial instruments | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, derivative financial instruments | $ (192) | $ (32) |
Financial Instruments - Fair_10
Financial Instruments - Fair values and financial risk management - Liquidity risk narration (Details) | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | |
Senior Convertible Note | ||
Financial Instruments-Fair values and financial risk management | ||
Interest rate | 4% | 4% |
Liquidity risk | ||
Financial Instruments-Fair values and financial risk management | ||
Interest rate | 3% | |
Liquidity risk | Convertible notes 3, 4 and 5 | ||
Financial Instruments-Fair values and financial risk management | ||
Interest rate | 8% | |
Interest payment period | 6 months | |
Liquidity risk | Senior Convertible Note | ||
Financial Instruments-Fair values and financial risk management | ||
Interest rate | 4% | |
Interest payment period | 6 months |
Contingent assets, liabilitie_2
Contingent assets, liabilities & commitment (Details) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 USD ($) | Jun. 30, 2021 MW | |
Contingent assets, liabilities & commitment. | ||
Power capacity of funded concentrated solar thermal power | MW | 30 | |
Margin fee percentage on supply margin on qualifying equipment sales | 8.50% | |
Contingent liabilities | $ | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Parent - Subsequent Events $ in Millions | Sep. 18, 2023 USD ($) shares | Sep. 07, 2023 item | Aug. 15, 2023 USD ($) | Jan. 12, 2024 USD ($) |
Senior Secured Convertible Notes Subscription Agreement | ||||
Subsequent Events | ||||
Amount funded | $ 2.5 | |||
Aggregate commitment amount | $ 5 | $ 7 | ||
New Wholly Owned Subsidiaries Established | ||||
Subsequent Events | ||||
Number of new wholly owned subsidiaries established | item | 2 | |||
Subscription Agreement with Canberra Airport Group | ||||
Subsequent Events | ||||
Number of shares issued, first issue | shares | 490,179 | |||
Value of shares issued, first issue | $ 5 | |||
Number of shares issued, second issue | shares | 490,197 | |||
Value of shares issued, second issue | $ 5 |
Proposed Business Combination (
Proposed Business Combination (Details) $ in Millions | Sep. 18, 2023 USD ($) shares | Jun. 27, 2023 USD ($) | Apr. 13, 2023 USD ($) | Feb. 15, 2023 USD ($) | Feb. 14, 2023 USD ($) item shares |
Proposed Business Combination | |||||
Minimum cash balance, net of uncapped transaction costs | $ 50 | ||||
Nabors Lux | |||||
Proposed Business Combination | |||||
Payments for funding of notes subscription agreement | $ 5 | $ 5 | |||
AgCentral Energy | |||||
Proposed Business Combination | |||||
Convertible notes subscription, maximum amount per subscriber | $ 5 | ||||
Payments for funding of notes subscription agreement | 2.5 | ||||
Nabors Lux and AgCentral Energy | |||||
Proposed Business Combination | |||||
Equity subscription, maximum amount per subscriber | 15 | ||||
Equity subscription, maximum aggregate amount | $ 30 | ||||
Senior Secured Convertible Notes | Nabors Lux and AgCentral Energy | |||||
Proposed Business Combination | |||||
Convertible notes subscription, maximum amount per subscriber | 5 | ||||
Convertible notes subscription, maximum aggregate amount | $ 10 | ||||
NETC | |||||
Proposed Business Combination | |||||
BCA, number of shares issued in exchange for Class A common stock | shares | 1 | ||||
Number of initial shareholders of NETC | item | 1 | ||||
NETC | Maximum | |||||
Proposed Business Combination | |||||
Maximum number of shares which may be issued to Vast shareholders | shares | 2,799,999 | ||||
Maximum shares which may be issued to initial shareholders of NETC | shares | 3,900,000 | ||||
Canberra Airport Group | Subsequent Events | |||||
Proposed Business Combination | |||||
Number of shares issued, first issue | shares | 490,179 | ||||
Value of shares issued, first issue | $ 5 | ||||
Number of shares issued, second issue | shares | 490,197 | ||||
Value of shares issued, second issue | $ 5 | ||||
Total financing requirement under BCA | $ 10 | ||||
AgCentral Energy and NETC | |||||
Proposed Business Combination | |||||
BCA, number of shares issued | shares | 3,000,000 |
Related party transactions - Ow
Related party transactions - Ownership interests (Details) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Parent | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | |
Ownership interest, percentage | 67.20% | 100% | |
Neptune Merger Sub, Inc | |||
Related party transactions | |||
Ownership interest, percentage | 0% | 100% | 100% |
NWQHPP Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | |
Solar Methanol 1 Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar Aurora Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar 1 Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar Consulting Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% |
Related party transactions -Tra
Related party transactions -Transactions with other related parties (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related party transactions | ||||
Lease rental payment to other related parties | $ 5 | $ 21 | $ 43 | $ 44 |
Gain on modification of borrowings recognised in the Capital contribution reserve | 3,652 | 1,139 | 1,697 | |
Derivative financial instruments | 170,376 | (5) | (105) | (3) |
Investment in joint venture | (99) | 1,424 | (242) | 1,712 |
Parent | ||||
Related party transactions | ||||
Loan | 12,500 | 5,023 | 4,015 | 1,838 |
Investors | ||||
Related party transactions | ||||
Loan | $ 10,000 | $ 14,718 | $ 9,348 | $ 2,091 |
Related party transactions - Ke
Related party transactions - Key management personnel compensation (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related party transactions | ||||
Short-term employee benefits | $ 1,151 | $ 821 | $ 1,775 | $ 1,130 |
Long-term benefits | 10 | 18 | 27 | 10 |
Total | $ 1,833 | $ 839 | $ 1,802 | $ 1,140 |
Related party transactions - De
Related party transactions - Debt (Details) - Related parties - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Convertible Note 3 | ||
Related party transactions | ||
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 |
Convertible Note 4 | ||
Related party transactions | ||
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 |
Convertible Note 5 | ||
Related party transactions | ||
Opening Balance | 1,124 | 1,226 |
Capital contribution (excluding tax impact) | (94) | (133) |
Interest expense | 127 | 135 |
Exchange differences | (43) | (104) |
Closing Balance | 1,114 | 1,124 |
Senior Convertible Note | ||
Related party transactions | ||
Additions during the year | 2,431 | |
Interest expense | 33 | |
Exchange differences | (26) | |
Closing Balance | 2,438 | |
Loan from shareholder | ||
Related party transactions | ||
Opening Balance | 1,688 | 1,838 |
Capital contribution (excluding tax impact) | (325) | (168) |
Additions during the year | 4,015 | |
Interest expense | 295 | 17 |
Exchange differences | (142) | 1 |
Closing Balance | $ 5,531 | $ 1,688 |
Related party transactions - Ou
Related party transactions - Outstanding balances arising from sales/purchases of goods and services (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Related party transactions | |||
Lease liabilities for lease arrangement with related party | $ (36) | $ (54) | $ (93) |
Related party transactions - Lo
Related party transactions - Loans to/(from) related parties (Details) - Related parties - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Related party transactions | |||
Loans to joint venture | $ 331 | $ 225 | $ 43 |
Convertible Note 3 | |||
Related party transactions | |||
Loans from shareholder | (8,762) | (8,883) | |
Convertible Note 4 | |||
Related party transactions | |||
Loans from shareholder | (4,405) | (3,936) | |
Convertible Note 5 | |||
Related party transactions | |||
Loans from shareholder | (1,114) | (1,124) | |
Senior Convertible Note | |||
Related party transactions | |||
Loans from shareholder | (2,438) | ||
Loan from shareholder | |||
Related party transactions | |||
Loans from shareholder | $ (5,531) | $ (1,688) |
Cash Flow Information - Net deb
Cash Flow Information - Net debt reconciliation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Cash Flow Information | |||||
Cash and cash equivalents | $ 16,509 | $ 2,060 | $ 213 | $ 423 | $ 3,098 |
Borrowings | (26,946) | (15,632) | |||
Lease liabilities | (54) | (93) | |||
Net debt | $ (24,940) | $ (15,302) |
Cash Flow Information - Net d_2
Cash Flow Information - Net debt movements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Borrowings | ||
Cash Flow Information | ||
Net debt, beginning balance | $ (15,632) | $ (15,431) |
Proceeds from loan | (11,138) | |
Proceeds from loan from related party | (1,838) | |
Capital contribution (excluding tax impact) | 1,517 | 2,315 |
Interest expense | (2,461) | (2,109) |
Foreign exchange differences | 767 | 1,431 |
Net debt, ending balance | (26,946) | (15,632) |
Leases | ||
Cash Flow Information | ||
Net debt, beginning balance | (93) | (137) |
Fixed payments | 43 | 46 |
Interest expense | (6) | (10) |
Foreign exchange differences | 3 | 8 |
Net debt, ending balance | $ (54) | $ (93) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Revenue from customers | $ 328 | $ 208 | $ 268 | $ 163 |
Grant revenue | 440 | 339 | 651 | 1,754 |
Total revenue | 768 | 547 | 919 | 1,917 |
Expenses: | ||||
Employee benefits expenses | 2,016 | 1,305 | 2,984 | 2,756 |
Consultancy expenses | 2,200 | 416 | 2,134 | 1,934 |
Administrative and other expenses | 5,485 | 1,318 | 8,080 | 1,618 |
Share based listing expenses | 106,017 | |||
Raw materials and consumables used | 586 | 208 | 600 | 241 |
Depreciation expense | 27 | 23 | 49 | 47 |
Finance costs, net | 1,509 | 1,154 | 2,518 | 2,119 |
Share in loss of jointly controlled entities | 120 | 132 | 254 | 10 |
(Gain)/loss on derivative financial instruments | 164,296 | (5) | (105) | 3 |
Total expenses | 282,256 | 4,551 | 16,514 | 8,728 |
Net loss before income tax | (281,488) | (4,004) | (15,595) | (6,811) |
Income tax benefit | 2 | 67 | 378 | 618 |
Net loss | (281,486) | (3,937) | (15,217) | (6,193) |
Other comprehensive income that will not be reclassified to profit or loss: | ||||
(Loss)/gain on foreign currency translation | (241) | 232 | 891 | 1,379 |
Total comprehensive loss for the year | $ (281,727) | $ (3,705) | $ (14,326) | $ (4,814) |
Net loss per share: | ||||
Basic net loss per share (in dollars per share) | $ (66.44) | $ (1.83) | $ (7.08) | $ (2.88) |
Diluted net loss per share (in dollars per share) | $ (66.44) | $ (1.83) | $ (7.08) | $ (2.88) |
Weighted-average number of common shares | ||||
Weighted-average number of common shares outstanding basic (in shares) | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,148,887 |
Weighted-average number of common shares outstanding diluted (in shares) | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,149,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 18, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||||||
Cash and cash equivalents | $ 16,509 | $ 2,060 | $ 213 | $ 423 | $ 3,098 | |
Trade and other receivables | 965 | 314 | 81 | |||
R&D tax incentive receivable | 461 | 638 | 714 | |||
Prepaid expenses | 2,590 | $ 1,325 | 44 | 31 | ||
Total current assets | 20,525 | 3,056 | 1,249 | |||
Non-current assets: | ||||||
Investment in joint venture accounted for using the equity method | 1,201 | 1,300 | 1,597 | |||
Loans and advances to related parties | 331 | 225 | 43 | |||
Property, plant and equipment | 38 | 30 | 19 | |||
Right-of-use-assets | 29 | 45 | 81 | |||
Total non-current assets | 1,599 | 1,600 | 1,740 | |||
Total assets | 22,124 | 10,528 | 4,656 | 2,989 | ||
Current liabilities: | ||||||
Borrowings | 19,812 | |||||
Derivative financial instruments | 18 | |||||
Trade and other payables | 9,411 | 21,525 | 5,624 | 1,544 | ||
Contract liabilities | 2 | 104 | ||||
Warrants liability | 2,767 | |||||
Lease liabilities | 36 | 26 | 37 | |||
Deferred consideration payable | 976 | 955 | 1,578 | |||
Provisions | 239 | 183 | 148 | |||
Total current liabilities | 13,429 | 26,618 | 3,411 | |||
Non-current liabilities: | ||||||
Lease liabilities | 28 | 56 | ||||
Borrowings | 5,404 | 7,134 | 15,632 | |||
Provisions | 122 | 117 | 86 | |||
Derivative financial instruments | 950 | 174 | 32 | |||
Total non-current liabilities | 6,476 | 7,453 | 15,806 | |||
Total liabilities | 19,905 | $ 21,734 | 34,071 | 19,217 | ||
Equity: | ||||||
Issued capital | 297,618 | 2,354 | 2,354 | 2,354 | ||
Share-based payment reserve | 22,692 | 4 | 4 | 4 | 4 | |
Foreign currency translation reserve | 3,044 | 3,285 | 2,626 | 2,394 | 1,015 | |
Capital contribution reserve | 4,591 | 3,652 | 4,591 | 3,452 | ||
Accumulated losses | (321,135) | (39,649) | (28,369) | (24,432) | (18,239) | |
Total equity / (deficit) | 2,219 | (29,415) | $ (19,733) | (16,228) | $ (13,111) | |
Total liabilities and equity | $ 22,124 | $ 4,656 | $ 2,989 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($) $ in Thousands | Issued Capital | Share-based Payment Reserve | Capital Contribution | Foreign Currency Translation | Accumulated Losses | Total |
At the beginning at Jun. 30, 2021 | $ 2,354 | $ 4 | $ 1,755 | $ 1,015 | $ (18,239) | $ (13,111) |
Net loss | (6,193) | (6,193) | ||||
Other comprehensive income | 1,379 | 1,379 | ||||
Related to shareholder loans, net of tax | 1,697 | 1,697 | ||||
PIPE funding | 0 | |||||
At the end at Jun. 30, 2022 | 2,354 | 4 | 3,452 | 2,394 | (24,432) | (16,228) |
Net loss | (3,937) | (3,937) | ||||
Other comprehensive income | 232 | 232 | ||||
Related to shareholder loans, net of tax | 200 | 200 | ||||
At the end at Dec. 31, 2022 | 2,354 | 4 | 3,652 | 2,626 | (28,369) | (19,733) |
At the beginning at Jun. 30, 2022 | 2,354 | 4 | 3,452 | 2,394 | (24,432) | (16,228) |
Net loss | (15,217) | (15,217) | ||||
Other comprehensive income | 891 | 891 | ||||
Related to shareholder loans, net of tax | 1,139 | 1,139 | ||||
PIPE funding | 0 | |||||
At the end at Jun. 30, 2023 | 2,354 | 4 | 4,591 | 3,285 | (39,649) | (29,415) |
Net loss | (281,486) | (281,486) | ||||
Other comprehensive income | (241) | (241) | ||||
Share based compensation - earnout shares | 22,688 | 22,688 | ||||
Issuance of shares to employees | 638 | 638 | ||||
Conversion of debt to equity | 208,800 | $ (4,591) | 204,209 | |||
Shares issued to acquire NETC | 67,799 | 67,799 | ||||
PIPE funding | 17,506 | 17,506 | ||||
Shares issued as settlement of transaction expenses | 2,057 | 2,057 | ||||
Transaction costs accounted for as a deduction from equity | (1,536) | (1,536) | ||||
At the end at Dec. 31, 2023 | $ 297,618 | $ 22,692 | $ 3,044 | $ (321,135) | $ 2,219 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash from operating activities: | ||
Net loss | $ (281,486) | $ (3,937) |
Adjustments to net loss: | ||
Share in loss of jointly controlled entities | 120 | 132 |
Share based listing expense | 106,017 | |
Share based payments expense | 750 | |
Depreciation and amortization expense | 27 | 23 |
Non-cash finance costs recognised in profit or loss | 1,509 | 1,154 |
Loss on derivative financial instruments | 164,296 | (5) |
Deferred income tax expense/(benefit) | (2) | (67) |
Changes in operating assets and liabilities: | ||
Trade and other receivables | (650) | 42 |
Prepaid expenses | (2,547) | (12) |
R&D tax incentive receivable | 177 | (331) |
Contract liabilities | (2) | (59) |
Trade and other payables | (15,986) | 60 |
Provisions | 61 | 14 |
Foreign exchange differences | (246) | 155 |
Net cash used in operating activities | (27,962) | (2,831) |
Cash flows from investing activities: | ||
Interest received | 17 | (1) |
Loans and advances paid to related parties | (86) | (77) |
Purchases of property, plant and equipment | (34) | (6) |
Net cash used in investing activities | (103) | (84) |
Cash flows from financing activities: | ||
Payment of deferred consideration | (562) | |
Proceeds from borrowings | 33,333 | 3,291 |
Proceeds from capital reorganization | 9,203 | |
Repayment of lease liabilities | (5) | (21) |
Net cash generated by financing activities | 42,531 | 2,708 |
Net increase/(decrease) in cash and cash equivalents | 14,466 | (207) |
Effect of exchange rate changes on cash | (17) | (3) |
Cash and cash equivalents at the beginning of the period | 2,060 | 423 |
Cash and cash equivalents at the end of the period | 16,509 | 213 |
Interests paid | 0 | 0 |
Taxes paid | 0 | $ 0 |
Payables from NETC that were extinguished upon consummation of the BCA | $ (19,800) |
General information_2
General information | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
General information | ||
General information | 1. General information The consolidated financial statements comprise of Vast Renewables Limited (formerly Vast Solar Pty Ltd) and the entities it controls. Unless the context requires otherwise, references in this report to “we,” “us,” “our,” “the Company,” or “Vast” mean Vast Renewables Limited and the entities it controls. Vast is an Australian public company limited by shares incorporated on March 27, 2009. We are a leading renewable energy company that has developed concentrated solar power (CSP) systems to generate, store and dispatch carbon free, utility-scale electricity and industrial heat, and to enable the production of green fuels. Our unique approach to CSP utilizes a proprietary, modular sodium loop to efficiently capture and convert solar heat into these end products. Our vision is to provide continuous carbon-free energy globally by deploying our CSP technology and complementary technologies (e.g., intermittent solar PV and wind) to deliver renewable and dispatchable electricity, heat and storage on a continuous basis. We believe our CSP technology is capable of providing competitive, dispatchable and carbon-free power for on- and off-grid power generation applications, energy storage, process heat, and has the potential to unlock green fuels production. Vast’s registered office and principal place of business is as follows: Level 7, Suite 02, 124 Walker Street North Sydney NSW 2060 With consummation of the SPAC Merger with Nabors Energy Transition Corp. (“NETC”) on December 18, 2023 (the “Closing Date”) as provided in note 19, this transaction is accounted for as a capital reorganization. The SPAC Merger, which is not within the scope of IFRS 3 as NETC does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. As such, the SPAC Merger was achieved with the Company issuing shares to NETC shareholders in exchange for the net liabilities of NETC ( $11.2 million) as of the Closing Date, accompanied by a share recapitalization. The net liabilities of NETC are stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of the Company’s shares issued considering a fair value of the Vast Ordinary Shares of $11.99 per share (price of Vast Ordinary Shares at the Closing Date) over the fair value of NETC’s identifiable net liabilities acquired represents compensation for the service of a share exchange listing for its shares and is expensed as incurred (“share based listing expense”) and further details of share based listing expense is provided in note 19. As a result of the SPAC Merger, NETC became a wholly-owned direct subsidiary of the Company. On December 19, 2023, the Ordinary Shares and public Vast Warrants commenced trading on the Nasdaq Stock Market, or “Nasdaq,” under the symbols “VSTE” and “VSTEW,” respectively. The following table provides information relating to our directors and executive officers as of the date of approving these condensed financial statements. Name Age Position Craig Wood 46 Chief Executive Officer and Director Marshall (Mark) D. Smith* 63 Chief Financial Officer Kurt Drewes 50 Chief Technology Officer Alec Waugh 57 General Counsel Sue Opie 56 Chief People Officer Peter Botten* 68 Chairman Colleen Calhoun* 57 Director Thomas Quinn* 62 Director William Restrepo* 63 Director Colin Richardson* 62 Director John Yearwood* 64 Director * appointed during the six months ended December 31, 2023 or since, before approving these condensed financial statements. | 1. The consolidated financial statements comprise of Vast Solar Pty Ltd and the entities it controls. Unless the context requires otherwise, references in this report to “we,” “us,” “our,” “the Company,” or “Vast” mean Vast Solar Pty Ltd and the entities it controls. Vast, founded in Sydney, Australia is a clean, renewable energy company specializing in the design and manufacturing of concentrated solar thermal power (CSP) systems to generate carbon free, utility-scale electricity, industrial heat, and green fuels. The Company’s differentiated modular CSP system, utilizing proprietary sodium loop heat transfer technology, provides customers with a solution to the enduring challenge of intermittent renewable energy through 24/7 dispatchable power and heat. Vast’s registered office and principal place of business is as follows: 226-230 Liverpool Street These financial statements were authorised for issue by the Board of Directors of Vast on September 29, 2023, except for the effects of the share consolidation discussed in Note 22(6) to the consolidated financial statements, as to which the date is April 24, 2024. |
Significant accounting polici_6
Significant accounting policies | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Significant accounting policies | ||
Significant accounting policies | 2. Significant accounting policies a) Basis of preparation The condensed consolidated interim financial statements for the half-year reporting period ended December 31, 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting . These financial statements comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as applicable to interim financial reporting. The condensed consolidated financial statements do not include all the notes of the type normally included in an annual financial report. Therefore, these financial statements should be read together with the annual financial statements for the fiscal year ended June 30, 2023. The accounting policies adopted are consistent with those applied in the Company’s 2023 annual financial statements, except as disclosed below in note 1 (c). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. b) Going concern Vast incurred a net loss of $281.5 million and $3.9 million for the half - years ended December 31, 2023 and 2022, respectively and used net cash in operating activities of $28.0 million and $2.8 million for the half - years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had net current assets of $7.1 million and total net assets of $2.2 million. As of December 31, 2023, promissory notes totalling $5.4 million held by EDF were outstanding and included in the Company’s liabilities. On January 12, 2024, Vast issued an additional 681,620 Ordinary Shares to Nabors Lux 2 S.a.r.l (“Nabors”) for a consideration of $7.0 million pursuant to the Nabors Backstop Agreement, as contemplated in the Business Combinations Agreement (“BCA”). In addition, under the BCA, Nabors granted Vast a term loan in the form of the Backstop Loan Agreement in an amount of up to $5.0 million which Vast expects to draw upon within the next 12 months. The Company is forecasting that it will continue to incur significant operating cash outflows to fund the contracting, construction and commissioning of its current projects and to meet all of its obligations, including interest and principal payments on the outstanding debt. In particular, the development and delivery of projects “VS1” (a 30 MW / 288 MWh reference CSP plant located in Port Augusta, South Australia) and “SM1” (a 20 ton per day solar methanol demonstration facility that will be co-located with and partially powered by VS1) will require substantial funding. These projects are expected to rely on outside sources of financing. The Australian Renewable Energy Agency’s (ARENA) has announced funding of up to AUD 65 million on February 13, 2023 for VS1. On January 27, 2023, ARENA also announced that Vast will receive up to AUD 19.5 million from ARENA and Vast’s consortium partner, Mabanaft will receive up to EUR 12.4 million from Projektträger Jülich on behalf of the German government for SM1, in each case as part of the HyGATE Program. The funding awards for VS1 and SM1 are each subject to multiple conditions precedent, including but not limited to the ability to provide sufficient equity to meet the balance of funding requirements for the projects, the projects achieving financial close prior to specified dates and securing relevant permitting and approvals such as a grid connection. In addition, the Australian Federal government has announced financial support for the development of VS1 of up to AUD 110 million, the terms and conditions of which (including, inter alia, achievement of financial close of VS1 by a specified date) are to be negotiated with the Department of Climate Change, Energy, the Environment and Water and approved by the Australian Federal Government. Vast intends to raise additional funding through an external capital raise commencing early in the financial year ending June 30, 2025. Vast’s ability to pursue its growth strategy and to continue as a going concern is principally dependent on the ability of the Company to meet its cash flow forecasts and to raise additional funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. c) Application of new and amended accounting standards adopted by the group A number of amended standards became applicable for the current reporting period. The group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards. | 2. a) Compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. In accordance with IAS 21 The effects of change in foreign exchange rates ● The consolidated statements of profit or loss and comprehensive income and statement of cash flows for each year have been translated into US dollars using average foreign currency rates prevailing for the relevant period. ● All assets and liabilities in the consolidated statements of financial position have been translated into US dollars at the exchange rate prevailing at each relevant reporting date. ● The equity section of the consolidated statements of financial position has been translated into US dollars using historical rates i.e. translated using the rates of exchange in effect as of the dates of the various capital transactions. ● All resulting exchange differences arising from the translation are included in other comprehensive income. ● Loss per share has also been restated to US dollars to reflect the presentation currency. The year-end exchange rate used was A$/US$ 1:0.6630 and 1:0.6889 as of June 30, 2023 and June 30, 2022, respectively. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign currency translation reserve Exchange differences arising on performing the above translation procedures are recognised in other comprehensive income and accumulated in a separate reserve within equity referred as foreign currency translation reserve. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Historical cost convention The consolidated financial statements have been prepared on the basis of historical cost, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. b) Going concern Vast incurred a net loss of $15.2 million and $6.2 million for the years ended June 30, 2023 and 2022, respectively and used net cash in operating activities of $9.1 million and $4.1 million for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had net current liabilities of $23.6 million and a net total deficit of $29.4 million. As of June 30, 2023, loans and convertible promissory notes totalling $19.8 million held by the Company’s parent entity, AgCentral Energy Pty Limited (“AgCentral Energy”) due to mature on December 31, 2023, were outstanding and included in the current liabilities. The Company is forecasting that it will continue to incur significant operating cash outflows to fund its expansion and to meet all of its obligations, including interest and principal payments on the outstanding debt. As such, the ability of Vast to continue as a going concern is principally dependent on one or more of the following: (1) Successful completion of the Business Combination as described below; (2) the ability of the Company to meet its cash flow forecasts; and (3) the ability of the Company to raise funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 13, 2023, AgCentral Pty Limited (“AgCentral”), transferred to AgCentral Energy, all interests held in the Company as of that date, represented by ordinary shares, convertible loan notes and investor loans. On February 14, 2023, Vast entered into a Business Combination Agreement (“BCA”) with the intention to merge with and into Nabors Energy Transition Corp (“NETC”), subject to certain conditions. Concurrently with signing of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest. Concurrently with the signing of the BCA, Nabors Lux 2 S.a.r.l., an affiliate of Nabors (“Nabors Lux”) and AgCentral Energy entered into a subscription agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral Energy have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Secured Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. On February 15 and June 27, 2023, Nabors Lux funded its $5.0 million of commitment under the Notes Subscription Agreement. On April 13, 2023, AgCentral Energy funded $2.5 of its $5.0 million commitment under the Notes Subscription Agreement. Nabors Lux and AgCentral Energy also entered into an Equity Subscription Agreement, pursuant to which they agreed to commit up to $15.0 million each (or $30.0 million in aggregate) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral Energy as applicable, pursuant to the Notes Subscription Agreement), in a private placement for Vast common shares at completion of the BCA. Vast may also enter into additional agreements with third parties, for private placements of additional shares or convertible notes (the PIPE financing). On August 15, 2023 AgCentral Energy funded the remaining $2.5 million of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments), securing $10 million of the total financing required under the BCA. c) Revenue is recognised at an amount that reflects the consideration to which Vast is expected to be entitled in exchange for transferring goods to a customer. For each contract with a customer, Vast: ● identifies the contract with a customer; ● identifies the performance obligations in the contract; ● determines the transaction price; ● allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good to be delivered; ● and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Please refer to Note 3 — Revenue from customers for further information on the accounting of the Company’s revenue from contract with customers. All revenue is stated net of the amount of goods and services tax (GST). d) Vast recognises grant income from the contributions received from the government which is measured at the fair value of the consideration received or receivable. Government grants are not recognised until there is reasonable assurance that Vast will comply with the conditions attaching to them and that the grants will be received. Government grants related to income are presented on a gross basis and are recognised in profit or loss on a systematic basis over the periods in which Vast recognises as expenses the related costs which the grants are intended to compensate. Investment allowances and similar tax incentives Vast is entitled to qualifying expenditure under the Research and Development Tax Incentive regime. Vast accounts for such allowances as government grants which means they are recognised in the income over the period in which the related research and development (R&D) expenses are recognised in accordance with IAS 20. Specifically, government grants whose primary condition is that Vast should purchase, construct, or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statements of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets Please refer to Note 4 — Grant income for further information accounting for government grants. e) Finance income from a financial asset is recognised when it is probable that the economic benefits will flow to Vast and the amount of revenue can be measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. f) The Company operates as one operating segment. The Company’s board of directors (Board), who are the chief operating decision maker (CODM), reviews the financial information on a consolidated basis for the purpose of allocating resources and assessing performance. g) (i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position. (ii) Vast also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. The obligation is presented as non-current liabilities under provisions for employee benefits in the consolidated statements of financial position. (iii) The grant-date fair value of equity-settled share-based payment arrangements granted to employees with non-vesting conditions is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Management Equity Plan shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. h) Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statements of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Vast’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. These are recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current tax is also recognised in other comprehensive income or directly in equity, respectively. Where current tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Deferred Income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets. i) Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which are convertible to a known amount of cash and subject to an insignificant risk of change in value, and bank overdrafts. j) Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective ‘basis. The depreciation rates used for each class of depreciable assets are: Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Impairment of assets At the end of each reporting period, Vast reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, Vast estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. k) Provisions are recognised when Vast has a present obligation (legal or constructive) as a result of a past event, it is probable that Vast will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. l) Financial assets and financial liabilities are recognised when Vast becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are measured subsequently in their entirety at either amortised cost. Classification of financial assets Debt instruments that meet the following conditions are measured subsequently at amortised cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Vast’s financial assets at amortised cost includes trade receivables. Amortised cost and effective interest method The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Impairment of financial assets Vast recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. Vast always recognises lifetime expected credit losses (ECL) for trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on Vast’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Derecognition of financial assets Vast derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. Financial liabilities and equities Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the entity are recognised at the proceeds received, net of direct issue costs. Derivative financial instruments Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. Embedded derivatives An embedded derivative is a component of a hybrid contract that also includes a non-derivative host — with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss (FVTPL). Further, such derivatives are initially recognised at fair value and the residual amount is the initial carrying value of the host contract liability. An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months. Other financial liabilities Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. Trade and other payables are recognised and are accrued at year end. Other financial liabilities such as interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Modification of financial liabilities : When the contractual terms of a financial liability are substantially modified, it is accounted for as an extinguishment of the original debt instrument and the recognition of a new financial liability. Quantitatively, a modification to the terms of a financial liability is substantial if the net present value of the cash flows under the modified terms, including any fees paid net of any fees received, is at least 10 percent different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rate. The new debt instrument is recorded at fair value and any difference from the carrying amount of the extinguished liability, including any non-cash consideration transferred, is recorded in profit or loss. If a modification to the terms of a financial liability is not substantial, then the amortised cost of the liability is recalculated as the present value of the estimated future contractual cash flows, discounted at the original effective interest rate. The resulting gains or losses are recognised in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial liability and are amortised over its term. Where the counterparty is a shareholder and changes to terms and conditions were not made to reflect changes in market conditions, the resulting gain or loss from the modification or extinguishment is recognised as a contribution from/distribution to shareholders directly in equity. Derecognition of financial liabilities Vast derecognises financial liabilities when, and only when, Vast’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statements of profit or loss and other comprehensive income. Offsetting of financial instruments Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. m) Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. This is calculated on a cash-settled basis and then accrued for a year end. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows. n) Vast as lessee Vast assesses whether a contract is or contains a lease, at inception of the contract. Vast recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, Vast recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, if this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: ● fixed lease payments (including in substance fixed payments), less any lease incentives receivable; ● variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● the amount expected to be payable by the lessee under residual value guarantees; ● the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and ● payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease The lease liability is presented as a separate line in the consolidated statements of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. Vast remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: ● the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used) ● a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the u |
Revenue from customers_2
Revenue from customers | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Revenue from customers | ||
Revenue from customers | 3. Revenue from customers Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Consulting fees $ 326 $ 146 Margin fees 2 62 $ 328 $ 208 Consulting fees Revenue from consulting fees is recognised predominantly in relation to the design, engineering and project management services for a solar facility owned by Commonwealth Scientific and Industrial Research Organisation (CSIRO), based on the actual services provided to them at the end of the reporting period as a proportion of the total services to be provided. Revenue is recognised over time as the customer receives and uses the benefits from consulting services simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours for each project or contract. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenue or costs are reflected in profit or loss in the period in which the circumstances that give rise to the change become known by management. In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by Vast exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. Margin fees In relation to the facility mentioned above, Vast is charging a margin fee in the form of 10% administration and handling fee for the procurement of equipment, components, and materials on behalf of CSIRO. The Company recognises revenue from procurement service at a point in time when goods are acquired and are presented net of relevant gross receipts and gross payments. | 3. Year ended June 30, 2023 2022 (In thousands of US Dollars) Consulting fees $ 170 $ 140 Margin fees 98 23 $ 268 $ 163 Consulting fees Revenue from consulting fees, in relation to the design, engineering and project management services for a solar facility owned by Commonwealth Scientific and Industrial Research Organisation (CSIRO), is recognised based on the actual services provided to them at the end of the reporting period as a proportion of the total services to be provided. Revenue is recognised over time as the customer receives and uses the benefits from consulting services simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours for each project or contract. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenue or costs are reflected in profit or loss in the period in which the circumstances that give rise to the change become known by management. In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by Vast exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. Margin fees In relation to the facility mentioned above, Vast is charging a margin fee in the form of 10% administration and handling fee for the procurement of equipment, components, and materials on behalf of CSIRO. The Company recognises revenue from procurement service at a point in time when goods are acquired and are presented net of relevant gross receipts and gross payments. Disaggregation of revenue from contracts with customers Vast’s revenue is wholly derived in Australia. For the year ended June 30, 2023, most of the revenue from customers was earned from a single customer, CSIRO (all revenue from customers for the year ended June 30, 2022), and all of the company’s grant income was received from the Australian government or its related agencies. Vast’s revenue from the transfer of goods and services over time and at a point in time is as follows: 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 |
Grant revenue_2
Grant revenue | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Grant revenue | ||
Grant revenue | 4. Grant revenue Research and Development tax incentives In order to encourage the industry to invest more in R&D, the Australian government offers a tax incentive that reduces the Company’s R&D costs by offering tax offsets for eligible R&D expenditure. Under the R&D Tax Incentive, Vast is eligible to receive a refundable R&D tax offset in respect of its eligible R&D expenditure. R&D tax incentives Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Refundable R&D tax offset for the half-year $ 440 $ 339 R&D Tax credit recoveries recognised as grant income $ 440 $ 339 | 4. 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 a) ARENA grant Contributions have been received from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30MW concentrated solar thermal power reference plan variation contract (variation funding agreement) and associated R&D activities. See Note 21 — Contingent assets, liabilities & commitments. Government grants are deferred when received and subsequently recognised in profit or loss in line with the recognition of expenses for which the grants were intended to compensate. As of June 30, 2023 and 2022, respectively, no grant income was deferred on the balance sheet, all of the deferred grant income as of June 30, 2021 has been recognised in profit during the year ended June 30, 2022 ($1.0 million). b) Research and Development tax incentives In order to encourage the industry to invest more in R&D, the Australian government offers a tax incentive that reduces the Company’s R&D costs by offering tax offsets for eligible R&D expenditure. Under the R&D Tax Incentive, Vast is eligible to receive a refundable R&D tax offset in respect of its eligible R&D expenditure. R&D tax incentives 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 |
Expenses_2
Expenses | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Expenses | ||
Expenses | 5. Expenses Net loss includes the following expenses: Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Administrative and other expenses: Share based payment expenses (1) $ 750 $ — Legal and accounting expenses 3,781 1,050 Other expenses 954 268 $ 5,485 $ 1,318 Gain/loss on derivative financial instruments: Realised loss on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral (2) $ 170,376 $ — Unrealised gain on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral — (5) Unrealised gain on Promissory Note issued to EDF (2) (4,666) — Unrealised gain on NETC Warrants (2) (1,414) — $ 164,296 $ (5) Finance costs: Interest expense on Convertible Note 3 – AgCentral $ 431 $ 449 Interest expense on Convertible Note 4 – AgCentral 506 459 Interest expense on Convertible Note 5 – AgCentral 58 61 Interest expense on Senior Convertible Notes – AgCentral & Nabors 309 — Interest expense on Loans from shareholders – AgCentral 159 118 Interest expense on Promissory Note – EDF 43 — Other 3 67 $ 1,509 $ 1,154 (1) Refer to note 14 – Reserves for more details relating to share based payment expenses. (2) Refer to note 16 – Financial Instruments – Fair values and financial risk management for further details. | 5. Net loss includes the following expenses: 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 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 During the years ended June 30, 2023 and 2022, Vast incurred research and development related expenses of $1.50 million and $2.13 million respectively, which are included within the expenditure categories above as they do not meet the capitalisation requirements of IAS 38 Intangible Assets |
Income tax expense
Income tax expense | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Income tax expense | ||
Income tax expense | 6. Income tax expense The standard rate of corporations’ tax applied to taxable profit is 25% for the six months ended December 31, 2023 and 2022. As at December 31, 2023, Vast has unused tax losses of $6.2 million for which no deferred tax asset has been recognised. Deferred tax assets have not been recognised for the unused tax losses as they are not likely to generate taxable income in the foreseeable future. Income tax expense is recognised based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. As management has determined that the recognition criteria associated with Deferred Tax Assets, including Deferred Tax Assets arising from unused losses is not satisfied, whereby it must be probable that future taxable profits will arise, no income tax expense has been recorded and therefore there is no effective tax rate for the six months ended December 31, 2023 and December 31, 2022. During the half-year ended December 31, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy were discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the BCA. As such requirements of the Commercial Debt Forgiveness provisions of the income tax legislation applied, and a gain on forgiveness arose where the market value of the commercial debt amount released was greater than the market value of the shares issued. The net forgiven amount upon consummation of the BCA was $17.1 million. The gain on forgiveness was applied to reduce the tax losses brought forward as at June 30, 2023, certain expenditure amounts incurred in previous income years, and the cost base of certain Capital Gains Tax assets. | 6. 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 Reconciliation of income tax benefit 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) As per Note 4 — Grant revenue, Vast is entitled to R&D offsets for qualifying R&D expenditure. These offsets are recorded as income rather than a credit to tax expense, and relevant adjustments have been shown in the reconciliation above as a result. The standard rate of corporations’ tax applied to taxable profit is 25% for the years ended June 30, 2023 and 2022. Tax losses Vast has unused tax losses of $12.55 million for which no deferred tax asset has been recognised, with potential future tax benefits of $3.14 million. Deferred tax assets have not been recognised for the unused tax losses as they are not likely to generate taxable income in the foreseeable future. They can be carried forward indefinitely subject to eligibility conditions. During the year ended June 30, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the de-SPAC process. Current & deferred tax liabilities/assets 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 $ — $ — Deferred tax balance movement for the year ended June 30, 2023: a) Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 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 b) Exchange (Charged)/ differences As of July 1, credited to Movement (charged)/credited As of June 30, 2022 profit or loss in equity to comprehensive loss 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) Deferred tax balance movement for the year ended June 30, 2022: a) Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 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 b) Exchange (Charged)/ differences As of July 1, credited to Movement in (charged)/credited As of June 30, 2021 profit or loss equity to comprehensive loss 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) |
Trade and other receivables_2
Trade and other receivables | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Trade and other receivables | ||
Trade and other receivables | 7. Trade and other receivables December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade receivables 624 4 Goods and Service Tax receivable 170 204 Other receivables 171 106 965 314 | 8. 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 The trade receivables are recognised at their carrying value less any expected credit losses. Vast’s average credit period is 30 days. Expected credit losses are recognised against trade receivables based on specific irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position. The primary customers of Vast are Government organisations and a large Australian state-owned electricity generator. There have been no issues with payment collections or any experiences of default with Vast’s customers. Accordingly, there are no expected credit losses for 2023 and 2022. |
Prepaid expenses
Prepaid expenses | 6 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses | |
Prepaid expenses | 8. Prepaid expenses December 31, June 30, 2023 2023 (In thousands of US Dollars) Prepaid insurance 2,566 29 Other prepaid expenses 24 15 2,590 44 As at December 31, 2023, the balance of prepaid insurance is predominantly made of the one year cover for Directors and Officers, effective from the date of the SPAC Merger. |
Trade and other payables_2
Trade and other payables | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Trade and other payables | ||
Trade and other payables | 9. Trade and other payables December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade payables 5,207 1,265 Accrued expenses 3,994 4,280 Other payables 210 79 9,411 5,624 Trade payables and accrued expenses as at December 31, 2023 are predominantly made of business combination related consulting and advice costs, and an accrual for excise tax ( $2.9 million) to reflect the cash payment of the U.S. Federal Government Inflation Reduction Act of 2022 1% excise tax for the repurchases of stock. The Inflation Reduction Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. As at December 31, 2022, trade payables and accrued expenses were predominantly made of consulting, legal and consulting fees payable or accrued. | 10. 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 |
Warrants liability
Warrants liability | 6 Months Ended |
Dec. 31, 2023 | |
Warrants liability | |
Warrants liability | 10. Warrants liability December 31, June 30, 2023 2023 (In thousands of US Dollars) Warrants liability 2,767 — 2,767 — Vast Warrants exchanged in lieu of NETC Warrants consist of 27,529,987 potential ordinary shares, made of: (i) 13,799,987 Ordinary Shares that are issuable by us upon the exercise of 13,799,987 Public Warrants, and (ii) 13,730,000 Ordinary Shares that are issuable by us upon the exercise of 13,730,000 Private Warrants. Each Warrant entitles the holder to purchase one Ordinary Shares at an exercise price of $11.50 per share, with substantially the same terms as those of the NETC Warrant Agreements. ● NETC Warrants Issuance date: November 16, 2021, transferred to Vast on December 18, 2023 ● Maturity date: 5 years from the date of consummation of the BCA ● Exercisable: at any time after 30 days from the date of consummation of the BCA ● Private Warrants may not be sold or transferred for 30 days from the date of consummation of the BCA ● Public Warrants may be redeemed by the issuer at a nominal price if the stock price, when the Warrant is exercisable, reaches a threshold price for 20 out of 30 consecutive days as follows: ● Redemption price: $0.01 ● Threshold price: $18.00 Effective upon consummation of the BCA, ● each Vast Warrant is exercisable solely for Vast Ordinary Shares; ● the number of Vast Ordinary Shares issued upon exercise of each Vast Warrant is equal to the number of shares of NETC Class A Common Stock issued upon exercise of the applicable NETC Warrant; ● the per share exercise price for the Vast Ordinary Shares issuable upon exercise of such Vast Warrant is equal to the per share exercise price for the shares of NETC Class A Common Stock subject to the applicable NETC Warrant, as in effect immediately prior to the consummation of the BCA. Both Public and Private Warrants are accounted for as liabilities under IFRS 9 following consummation of the BCA and valued at the Public Warrants trading price. Accordingly, they will be subject to ongoing mark-to-market adjustments through the statement of profit or loss. As at December 31, 2023, the fair value of Private and Public Warrants has been determined as the quoted price of $0.10 . |
Borrowings_2
Borrowings | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Borrowings | ||
Borrowings | 11. Borrowings December 31, June 30, 2023 2023 Current Non-current Current Non-current (In thousands of US Dollars) Convertible Notes – AgCentral — — 14,281 — Senior Convertible Notes - AgCentral and Nabors Lux — — — 7,134 Shareholder Loan – AgCentral — — 5,531 — Promissory Note – EDF — 5,404 — — — 5,404 19,812 7,134 a) Promissory Note – EDF On December 19, 2023, Vast Intermediate HoldCo Pty Ltd (HoldCo) issued a Promissory Note to EDF Australia Pacific Pty Ltd (EDF). The key contractual terms of the Promissory Note have been summarised below: 1. The Noteholder is EDF Australia Pacific Pty Ltd. 2. The Promissory Note has a Face Value equivalent to EURO 10,000,000 converted into US $10,831,953 at the USD:EUR exchange rate on Bloomberg on the Closing Date. 3. The Promissory Note will accrue interest at 3% per annum. Interest accrues daily on the daily balance of the Outstanding Principal Amount. 4. The Promissory Note has a term of 5 years from the date of issuance; however the Maturity Date may be extended for a period of 2 years at HoldCo’s option by written notice to EDF. On written notice from HoldCo, EDF must extend. 5. EDF has the right to exchange all or any portion of the outstanding principal amount and interest on the Promissory Note at an exchange rate of US $10.20 per share for a period of 5 years (7 years, if extended) following closing. Any partial exchange cannot be less than US$2,000,000. The exchange is conditional on satisfaction of an exchange condition being, EDF has invested at least US$20,000,000 in the project entity of a CSP Project. The project entity of a CSP Project pertains to the standalone entity incorporated for the purpose of developing the CSP project. EDF can elect an amount up to 75% of its equity contribution to the project entity. The remaining portion is Vast’s contribution. A separate Joint Venture agreement will also be entered into for each approved CSP project. This is governed by the ‘Joint Development Agreement’ entered into between Vast Parent and EDF in connection with the ‘Note Purchase Agreement’. Please refer to note 17 - Contingent assets, liabilities & commitment for further discussion on the Joint Development Agreement. 6. New investment clause: a. If Vast enters into an agreement with certain parties, pursuant to which these parties will pay or contribute funds to Vast, the terms of the agreement in respect to security or priority; duration; or interest rate should not be more favourable than that of the Promissory Note. If the terms are more favourable, then the terms to the agreement will be automatically amended to match such other parties’ terms. b. If Vast enters into an agreement to raise capital from third party strategic investors through a privately negotiated transaction and any such funds are used to repay the Nabors Backstop then the terms should be no less favourable than the terms of the Promissory Note. If so, the terms of the Promissory Note shall be automatically amended. As at December 31, 2023, management has evaluated that HoldCo remains in compliance with all covenants, financial (including a prohibition on the declaration or payment of dividends) and non-financial, with respect to the EDF Promissory Note such that non-current classification of the liability is appropriate on the Condensed Statement of Financial Position. As at December 31, 2023, Vast has evaluated its issuance of the note to determine if the components qualify as derivatives requiring separate recognition in its financial statements. The Company has determined the New investment clause, conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the promissory note at amortised cost, with interest expense recognised on an effective yield basis over the tenure of the note. The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statement of profit or loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period. The embedded derivative as part of such contracts have been tabulated below: December 31, June 30, Component Particulars 2023 2023 (In thousands of US Dollars) Embedded derivative Promissory Note – EDF 950 — 950 — On issuance date, the Embedded derivative liability was recognised for $5.5 million. The Company’s closing share price on the first day of trading, i.e. $11.99 was used, being the closest observable market price to the valuation date. As at December 31, 2023 the valuation of the instrument was measured at $1.0 million, the reduction being predominantly driven by the significant decrease in the Company’s share price during the period since issuance ( $5.19 as at December 31, 2023). The conversion option was measured at fair value through profit or loss, driving an unrealised gain of $4.5 million during the period ended December 31, 2023. Refer to volatility and effective interest rate assumptions discussed in note 16 - Financial Instruments – Fair values and financial risk management. Six Months Ended December 31, 2023 2022 Interest expense by applying effective interest rate Promissory Note – EDF 43 — 43 — The average effective interest rate applied during the half-year ended December 31, 2023 is 17.47%. b) Convertible Notes - AgCentral and Nabors Lux Below is the detailed breakdown of the face value for each convertible note issuance (excluding the issuance of incremental notes by way of capitalised coupon payments) and the timing of their respective tranche payments, up to October 24, 2023, last tranche payment prior to the consummation of the BCA: Face Total Face Total Face Value value value per note (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) 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 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 4 August 15, 2023 2,500,000 3,839 2,500 5 October 24, 2023 2,500,000 3,931 2,500 18,830 12,500 36,800 25,351 Convertible Notes 3, 4 and 5 issued by Vast were subjected to the same terms, which are as follows: 1. The Noteholder is AgCentral Energy Pty Ltd, the parent entity of Vast. 2. The Noteholder can elect to convert any or all outstanding convertible notes into ordinary shares by providing written notice to Vast. Each outstanding note can be converted into one ordinary share (‘conversion’). 3. Coupon interest is payable at the rate of 8% per annum on the principal outstanding. Interest accrues daily and is payable every six months . 4. Within the first 18 months of issuance, Vast has the option to settle interest payments in cash or by issuance of additional convertible notes. After the first 18 months, the Noteholder has the option to choose settlement of interest by payment in cash or by issuance of additional convertible notes (‘interest settlement’). As of June 30, 2023, there has been no conversion election from the Noteholder. Refer to note 13 - Issued capital for details on conversion of these notes upon consummation of the BCA. 5. The latest modified maturity date of all convertible notes was October 31, 2021 prior to the extensions noted below. On June 25, 2021, Vast received an interest waiver from the noteholder, where interest was forgiven from January 1, 2021 to December 31, 2021 on all convertible notes along with a revised maturity date of December 31, 2022. On May 24, 2022, Vast received another interest waiver, where interest was forgiven from January 1, 2022 to December 31, 2022 on all convertible notes, along with a revised maturity date of December 31, 2023. Further, on June 30, 2023, Vast received another interest waiver, where interest on Convertible notes 3, 4 and 5 was forgiven from January 1, 2023 to the earlier of the effective date of the BCA and December 31, 2023. Senior Convertible Notes issued by Vast were subjected to the following terms: 1. The Noteholder of Tranche 2 is AgCentral Energy Pty Ltd, the parent entity of Vast. The Noteholder of Tranches 1 and 3 is Nabors Lux 2 S.a.r.l. 2. The Senior Convertible Notes will accrue interest at 4% per annum, ceasing when the Senior Convertible Notes are either redeemed or converted into ordinary shares. Interest is payable six months in arrears. The Company may, at its discretion (but with notice to the Noteholders), pay interest in cash or capitalise interest to the principal amount outstanding for each Senior Convertible Note. 3. If the Company undergoes a business combination, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price based on the market price of shares at a 25% discount. 4. If the Company undergoes a Special Purpose Acquisition Company (“SPAC”) transaction, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price fixed at $10.20 . Refer to note 13 - Issued capital for details on conversion of these notes upon consummation of the BCA. 5. If the Company undergoes an event of default or change of control, the Noteholders may choose to either redeem the Senior Convertible Notes for cash or convert them into ordinary shares. In a conversion event, the conversion price will be based on the market price of shares at a 25% discount. 6. The conversion of the notes is at the discretion of Vast (other than in a scenario where conversion is mandated), if they are held to maturity. Each Senior Convertible Note has a term of 18 months from the date of issuance. Up to the consummation of the BCA, Vast has evaluated its issuance of each convertible note, including Senior Convertible Notes, to determine if the components qualify as derivatives requiring separate recognition in its financial statements. The Company has determined the conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the convertible notes at amortised cost, with interest expense recognised on an effective yield basis over the tenure of convertible notes. The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statement of profit or loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period. Refer to note 16 - Financial Instruments - Fair values and financial risk management for further details. The embedded derivative as part of such hybrid contracts i.e. convertible notes have been tabulated below: December 31, June 30, Component Particulars 2023 2023 (In thousands of US Dollars) Embedded derivative Convertible Note 3 — — Convertible Note 4 — — Convertible Note 5 — 18 Senior Convertible Note — 174 — 192 Six Months Ended December 31, 2023 2022 Interest expense by applying respective effective interest rate applicable to the tranches Convertible Note 3 431 462 Convertible Note 4 506 471 Convertible Note 5 58 62 Senior Convertible Note 309 — 1,304 995 The average effective interest rate applied during the half-year ended December 31, 2023 is 22.63% (half-year ended December 31, 2022: 25.37% ). c) Loans from shareholder – AgCentral Vast historically received interest free loans without any covenants of approximately $5.5 million from AgCentral Energy Pty Ltd to fund its short-term working capital requirements. The maturity date of all the shareholder loans were the earlier of December 31, 2023 and the effective date of the BCA, with all other terms remaining unchanged. The average effective interest rate applied during the half-year ended December 31, 2023 is 5.90% (half - year ended December 31, 2022: 5.90% ). Six Months Ended December 31, 2023 2022 Interest expense by applying effective interest rate Loans from shareholder – AgCentral 159 118 159 118 | 11. 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 Vast has granted AgCentral Energy security over all its assets in respect of all liabilities owed to AgCentral Energy. a) Below is the detailed breakdown of the face value for each convertible note issuance (excluding the issuance of incremental notes by way of capitalised coupon payments) and the timing of their respective tranche payments: Face Total Face Total Face Value value value per note (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) 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 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 Convertible Notes 3, 4 and 5 issued by Vast were subjected to the same terms, which are as follows: 1. The Noteholder is AgCentral Energy Pty Ltd, the parent entity of Vast Solar Pty Ltd. 2. The Noteholder can elect to convert any or all outstanding convertible notes into ordinary shares by providing written notice to Vast. Each outstanding note can be converted into one ordinary share (‘conversion’). 3. Coupon interest is payable at the rate of 8% per annum on the principal outstanding. Interest accrues daily and is payable every six months. 4. Within the first 18 months of issuance, Vast has the option to settle interest payments in cash or by issuance of additional convertible notes. After the first 18 months, the Noteholder has the option to choose settlement of interest by payment in cash or by issuance of additional convertible notes (‘interest settlement’). As of June 30, 2023, there has been no conversion election from the Noteholder. 5. The latest modified maturity date of all convertible notes was October 31, 2021 prior to the extensions noted below. On June 25, 2021, Vast received an interest waiver from the noteholder, where interest was forgiven from January 1, 2021 to December 31, 2021 on all convertible notes along with a revised maturity date of December 31, 2022. On May 24, 2022, Vast received another interest waiver, where interest was forgiven from January 1, 2022 to December 31, 2022 on all convertible notes, along with a revised maturity date of December 31, 2023. Further, on June 30, 2023, Vast received another interest waiver, where interest on Convertible notes 3, 4 and 5 was forgiven from January 1, 2023 to the earlier of the effective date of the BCA and December 31, 2023. Senior Convertible Notes issued by Vast were subjected to the following terms: 1. The Noteholder of Tranche 2 is AgCentral Energy Pty Ltd, the parent entity of Vast Solar Pty Ltd. The Noteholder of Tranches 1 and 3 is Nabors Lux 2 S.a.r.l. 2. The Senior Convertible Notes will accrue interest at 4% per annum, ceasing when the Senior Convertible Notes are either redeemed or converted into ordinary shares. Interest is payable six months in arrears. The Company may, at its discretion (but with notice to the Noteholders), pay interest in cash or capitalise interest to the principal amount outstanding for each Senior Convertible Note. 3. If the Company undergoes a business combination, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price based on the market price of shares at a 25% discount. 4. If the Company undergoes a Special Purpose Acquisition Company (“SPAC”) transaction, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price fixed at $10.20. 5. If the Company undergoes an event of default or change of control, the Noteholders may choose to either redeem the Senior Convertible Notes for cash or convert them into ordinary shares. In a conversion event, the conversion price will be based on the market price of shares at a 25% discount. 6. The conversion of the notes is at the discretion of Vast (other than in a scenario where conversion is mandated), if they are held to maturity. Each Senior Convertible Note has a term of 18 months from the date of issuance. Vast evaluates its issuance of each convertible note to determine if the components qualify as derivatives requiring separate recognition in its financial statements as noted in Note 2(l) — Significant accounting policies — Financial instruments. The Company has determined the conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the convertible notes at amortised cost, with interest expense recognised on an effective yield basis over the tenure of convertible notes. The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statement of profit or loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period. In relation to the modifications to Convertible Notes 3, 4 and 5, the noteholder agreed to the change to the terms and conditions, which included interest waivers and term extensions, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions as referenced in Note 2(r) — Significant accounting policies — Contributed equity were therefore recognised directly in equity as a capital contribution in their capacity as owner. The fair value of the convertible notes are approximate to their carrying amounts as at June 30, 2023 and June 30, 2022. Refer Note 24(d) — Related party transactions — Transactions with other related parties for detailed breakdown in relation to such convertible notes issued by the Company. The embedded derivative as part of such hybrid contracts i.e. convertible notes have been tabulated below: 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 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 The average effective interest rate applied during the year ended June 30, 2023 is 24.31% (year ended June 30, 2022: 25.37%). b) During the year, Vast received interest free loans without any covenants of approximately $4.0 million ($AUD5.9 million) from its shareholder to fund its short-term working capital requirements. As of June 30, 2023 the maturity date of all the shareholder loans were the earlier of December 31, 2023 and the effective date of the BCA, with all other terms remaining unchanged. The gains arising as a result of the extension of maturity and obtaining funding at off-market terms were recognised directly in equity as a contribution by owners in their capacity as owners. Refer to Note 2(r) — Significant accounting policies — Contributed equity for the accounting policy and Note 24(d) — Related party transactions — Transactions with other related parties for detailed breakdown in relation to such shareholder loans. Due to the short-term nature of the loan from shareholder, the fair value approximates to the carrying amount as at June 30, 2023. The average effective interest rate applied during the year ended June 30, 2023 is 6.47% (year ended June 30, 2022: 5.05%). |
Interest in other entities_2
Interest in other entities | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Interest in other entities | ||
Interest in other entities | 12. Interest in other entities a) Subsidiaries Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 Nabors Transition Energy Corp Subsidiary United States 100 % 0 % Neptune Merger Sub, Inc. Subsidiary United States 0 % 100 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 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 % Vast Employee Shareholdings Pty Ltd Subsidiary Australia 100 % 0 % Vast Intermediate HoldCo Pty Ltd Subsidiary Australia 100 % 0 % Vast Australia HoldCo Pty Ltd Subsidiary Australia 100 % 0 % HyFuel Solar Refinery Pty Ltd Subsidiary Australia 100 % 0 % Vast Renewables HoldCo Corp Subsidiary United States 100 % 0 % Vast Renewables Management Services LLC Subsidiary United States 100 % 0 % Vast US Projects HoldCo Corp Subsidiary United States 100 % 0 % El Paso ProjectCo LLC Subsidiary United States 100 % 0 % Vast has fourteen wholly owned subsidiaries, incorporated in Australia and the United States as at December 31, 2023 ( six as at June 30, 2023). The subsidiaries have share capital consisting solely of ordinary shares that are held directly by Vast and the proportion of ownership interests held equals the voting rights held by Vast. NWQHPP Pty Ltd, Vast Solar 1 Pty Ltd, Solar Methanol 1 Pty Ltd and Vast Solar Consulting Pty Ltd are non-operational, with no activities performed during the half-years ended December 31, 2023 and 2022. Vast Intermediate HoldCo Pty Ltd, Vast Australia HoldCo Pty Ltd, HyFuel Solar Refinery Pty Ltd, Vast Renewables HoldCo Corp and El Paso ProjectCo LLC were incorporated during the half-year ended December 31, 2023 and are non-operational with no activities performed during the period. Under the steps of the BCA, Neptune Merger Sub, Inc. merged with and into the SPAC, with the SPAC surviving the merger as Nabors Transition Energy Corp, a wholly owned subsidiary of Vast. Up to its merger with Neptune Merger Sub Inc., Nabors Transition Energy Corp reported under the Security Exchange Act of 1934 with a financial year ended December 31. During the half-year ended December 31, 2023 Vast formed : ● Vast Renewables Management Services LLC, a Delaware corporation providing services to Vast under its Intercompany Services Agreement. ● Vast Employee Shareholdings Pty Ltd, acting under the Employee Share Trust Deed as the first trustee of the Trust for the benefit of participants in Vast’s Equity Remuneration Schemes. b) Joint venture During the year ended June 30, 2022, Vast Solar Aurora Pty Ltd (“VSA”), a wholly owned subsidiary of the Company, entered into an arrangement to co-develop the Aurora Energy Project commissioned by SiliconAurora. Vast acquired 50% of the shares in SiliconAurora on June 15, 2022 from 14D for consideration of $0.07 million as an initial payment and $1.58 million as deferred consideration. The deferred consideration of $0.62 million was paid in July 2022 from the short term loan obtained from Vast’s shareholder and the remainder of $0.96 million is expected to be paid by October 31, 2024, subject to the joint venture receiving a written offer/ notice to connect from the relevant network service provider. The Company intends to undertake fundraising activities. The funds raised from those activities are intended to be used to settle the acquisition of SiliconAurora by repaying the remaining component of deferred consideration and fund Vast’s on-going operational expenditure. SiliconAurora Pty Ltd will be “the legal and beneficial owner” of all the existing assets comprising the project. From a measurement perspective, Vast applies the equity method and accounts for its share as follows. (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 Carrying value of interest in joint venture at June 30, 2023 1,300 Vast recognises its 50% share of profit of the joint venture for the half-year ended December 31, 2023: Legal and consultancy (85) Interest expense & other fees (20) Amortisation & depreciation (11) Other expenses (3) Net loss (119) Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd (10) Foreign exchange differences 30 Carrying value of interest in joint venture at December 31, 2023 1,201 Further, Vast has recognised an interest-free shareholder loan of $0.33 million for its share of project expenses incurred and on-charged to SiliconAurora. The loan has a three-year term with the entire amount repayable on maturity. Commitments and contingent liabilities in respect of joint ventures: December 31, June 30, 2023 2023 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 436 278 As part of the transaction, 14D issued call options to AgCentral, allowing AgCentral to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Vast has estimated the fair value of the call options to be $0.1 million at the transaction date and has recognised it as part of the acquisition of the investment in SiliconAurora. | 12. a) Ownership Place of interest Name Type incorporation 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 % Vast has six wholly owned subsidiaries, incorporated in Australia and the United States as at June 30, 2023 (four as at June 30, 2022). It has share capital consisting solely of ordinary shares that are held directly by Vast and the proportion of ownership interests held equals the voting rights held by Vast. NWQHPP Pty Ltd, Vast Solar 1 Pty Ltd and Vast Solar Consulting Pty Ltd are non-operational, with no activities performed during the years ended June 30, 2023 and 2022. Solar Methanol 1 Pty Ltd was incorporated during the year ended June 30, 2023 and is non-operational with no activities performed during the year. During the year ended June 30, 2023 Vast formed Solar Methanol 1 Pty Ltd, wholly owned subsidiary incorporated in Australia, and Neptune Merger Sub, Inc., a Delaware corporation. Under the steps of the BCA, it is intended that Neptune Merger Sub, Inc. merges with and into the SPAC, with the SPAC surviving the merger as a wholly owned subsidiary of Vast. b) i. Vast is a participant (50%) in the North-west Queensland Hybrid Power Project (NWQHPP) and entered into a Joint Development Agreement with a large Australian state-owned electricity generator (joint operator) for an independent pre-feasibility analysis for the development of the Project. As of February 2021, both participants had agreed to the joint Feasibility Study to assess the development of the Hybrid Power Project. This joint arrangement has been classified as a joint operation. Vast recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. As of April 30, 2022, the partnership with joint operator has expired. During the year, Vast recognised its 50% share of the total expenses incurred and invoiced reimbursement receivable from joint operator for the excess portion as tabulated below: 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 The reimbursement of $0.3 million as of June 30, 2022, was included in trade receivables and received in the year ended June 30, 2023. ii. During the year ended June 30, 2022, VSA a wholly owned subsidiary of the Company, entered into an arrangement to co-develop the Aurora Energy Project commissioned by SiliconAurora. Vast acquired 50% of the shares in SiliconAurora on June 15, 2022 from 14D for consideration of $0.07 million as an initial payment and $1.58 million as deferred consideration. The deferred consideration of $0.62 million was paid in July 2022 from the short term loan obtained from the shareholder and the remainder of $0.96 million is expected to be paid before June 30, 2024, subject to the joint venture receiving a written offer/ notice to connect from the relevant network service provider. The Company intends to undertake fundraising activities. The funds raised from those activities are intended to be used to settle the acquisition of SiliconAurora by paying off the remaining component of deferred consideration and fund Vast’s on-going operational expenditure. Refer to Note 2(b) — Significant accounting policies — Going concern for further information. SiliconAurora Pty Ltd will be “the legal and beneficial owner” of all the existing assets comprising the project. From a measurement perspective, Vast applies the equity method as outlined in Note 2(q) — Significant accounting policies and account for its share as follows. (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 Vast recognised its 50% share of profit of the joint venture from 15 to June 30, 2022: 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 Vast recognises its 50% share of profit of the joint venture for the year ended June 30, 2023: 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 Further, Vast has recognised an interest-free shareholder loan of $0.23 million for its share of project expenses incurred and on-charged to SiliconAurora. The loan has a three-year term with the entire amount repayable on maturity. Commitments and contingent liabilities in respect of joint ventures: June 30, 2023 2022 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 278 605 As part of the transaction, 14D issued call options to AgCentral, allowing AgCentral to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Vast has estimated the fair value of the call options to be $0.1 million at the transaction date and has recognised it as part of the acquisition of the investment in SiliconAurora. The tables below provide summarised financial information for the joint venture that is material to Vast. Summarised statement of financial position for SiliconAurora Pty Ltd June 30, 2023 June 30, 2022 (In thousands of (In thousands of US Dollars) 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 Summarised statement of profit or loss and other comprehensive income for SiliconAurora Pty Ltd 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) |
Issued capital_2
Issued capital | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Issued capital. | ||
Issued capital | 13. Issued capital December 31, June 30, 2023 2023 (In thousands of US Dollars) 25,129,140 fully paid ordinary shares (1) — 2,354 29,291,884 fully paid following completion of the SPAC Merger, net of transaction costs 297,618 — Total Issued capital 297,618 2,354 Ordinary shareholders participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. The ordinary shares have no par value. The Company does not have a limited amount of authorised capital. (1) Calculation of the earnings per share for the half-year ended December 31, 2022 on the Condensed consolidated statements of profit or loss and other comprehensive income are adjusted retrospectively to reflect 25,129,140 ordinary shares converting into 2,148,887 ordinary shares upon consummation of the BCA. December 31, 2023 (In number of (In thousands of shares) US Dollars) Issuance of shares to employees (1a)(b) 2,301,433 638 Conversion of debt to equity (1c) (2) 15,956,925 208,800 Shares issued to acquire NETC (3) (4) (5) 5,654,616 67,799 PIPE funding (6) 1,715,686 17,506 Shares issued as settlement of transaction expenses (7) 171,569 2,057 Transaction costs accounted for as a deduction from equity ( IAS 32 — (1,536) Movement in Issued capital 25,800,229 295,264 At the Effective Time, Vast issued: (1) As a result of a share consolidation exercise, Vast issued 20,499,999 ordinary shares immediately prior to completion of the SPAC Merger. In a reverse stock split the equity of the merged entity shall reflect the original carrying value of the target’s equity (i.e. Vast) plus the net proceeds received from NETC. Shares issued to Legacy Vast shareholders: (a) 2,036,900 Ordinary Shares issued to MEP Share holders under the MEP Deed dated on or around July 30, 2020, as amended on February 14, 2023 pursuant to the MEP De-SPAC Side Deed. These were exchanged on 1 to 1 basis using carrying value determined just prior to share consolidation exercise. Refer to Note 14 – Reserves for further details; (b) 264,533 Ordinary Shares granted to certain employees of Vast and issued to an employee share trust until such time they are vested, out of the previous MEP share pool, which had not been previously granted to any employees prior to the BCA. Vast consolidates the trust. These shares are treated as treasury shares with Nil carrying value as at December 31, 2023. Refer to Note 14 – Reserves for further details; (c) 18,198,566 Ordinary Shares issued to AgCentral Energy Pty Ltd in exchange for settlement and cancellation of: (i) 25,129,140 Legacy Vast Shares for which AgCentral paid an average price of approximately $ 0.09 per share. On exchange date, the Company recognised the new issued shares at the carrying amount of Legacy Vast Shares from the condensed statement of financial position (including the Capital Contribution Reserve associated to AgCentral, forming part of Vast’s opening reserves as of July 1, 2023), and (ii) convertible notes and other indebtedness of Vast towards AgCentral. On conversion to equity, the Company derecognised the financial liabilities at their carrying amount from the condensed statement of financial position and recognised them as issued capital. This includes the derivative financial liabilities associated with the notes. (2) An aggregate of 1,250,014 Ordinary Shares upon conversion of Senior Convertible Notes held by AgCentral and Nabors Lux. (3) An aggregate of 804,616 Ordinary Shares upon conversion of shares of NETC Class A Common Stock to the holders thereof. Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock (other than Redemption Shares) issued and outstanding immediately prior to the Effective Time were exchanged for a number of Ordinary Shares. This includes 633,250 shares of NETC Class A Common Stock purchased by CAG to satisfy its’ financing obligations. (4) An aggregate of 3,000,000 Ordinary Shares upon conversion of Founder Shares (On March 30, 2021, NETC was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share - the “Founder Shares”) to the holders thereof, and an aggregate of 1,500,000 Ordinary Shares to former members of NETC Sponsor as acceleration of a portion of the Earnback Shares, pursuant to the Nabors Backstop Agreement. Includes and 129,911 Ordinary Shares issued upon conversion of the Founder Shares transferred to CAG prior to the SPAC Merger in connection with CAG’s investments. Pursuant to the CAG Non-Redemption Agreement, CAG agreed not to redeem the shares of NETC’s Class A common stock, in exchange for Nabors agreeing to issue to CAG 129,911 Vast Ordinary Shares. On conversion, the difference between the fair value of the shares issued and net assets/liabilities acquired has been recorded as share based payment expense. Refer to note 19 – Capital reorganization (the “SPAC Merger”) for further information. (5) 350,000 Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement issued as Incremental Funding Commitment Fee. (6) An aggregate of 1,715,686 Ordinary Shares to AgCentral and Nabors Lux pursuant to their respective Equity Subscription Agreements. (7) 171,569 Shares to Guggenheim Securities issued as settlement for transaction expenses, expensed under IFRS 2. | 17. Issued capital (1) June 30, 2023 2022 (In thousands of US Dollars) 25,129,140 fully paid ordinary shares 2,354 2,354 Ordinary shareholders participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. The ordinary shares have no par value. The Company does not have a limited amount of authorised capital. (1) Calculation of the earnings per share for the year ended June 30, 2023 and June 30, 2022 on the consolidated statements of profit or loss and other comprehensive income are adjusted retrospectively to reflect 25,129,140 ordinary shares converting into 2,148,887 ordinary shares upon consummation of the BCA. Please refer to Note 22(6) for further information. Total (In thousands of Number of shares 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 During the year ended June 30, 2021, Vast issued 25,000,000 ordinary shares at $AUD 0.01 per share to AgCentral, totalling to $AUD 0.25 million, along with Convertible Note 5. Refer to Note 11a — Borrowings — Convertible notes for further details. During the year ended June 30, 2023, under a tripartite novation deed, AgCentral Pty Ltd novated the totality of its ordinary shares to AgCentral Energy Pty Ltd. |
Reserves_2
Reserves | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Reserves | ||
Reserves | 14. Reserves December 31, June 30, 2023 2023 (In thousands of US Dollars) Share-based payment reserve 22,692 4 Capital contribution reserve — 4,591 Foreign currency translation reserve 3,044 3,285 Closing Balance 25,736 7,880 Movement in share-based payment reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 4 4 Add: Fair value of earnout for NETC Sponsor issuable to Nabors 22,576 — Add: Share based payment expense for the period from December 19 to December 31, 2023 112 — As of December 31 22,692 4 As of December 31, 2023, the Group had the following share-based payment arrangements: Earnout for NETC Sponsor issuable to Nabors (equity settled): Upon the occurrence of the following events, 2,400,000 Ordinary Shares are issuable to NETC pursuant to the Support Agreement: ● “Triggering Event I” are to the date on which the volume-weighted average closing sale price of one Ordinary Share quoted on the exchange on which Ordinary Shares are then listed is greater than or equal to $12.50 for any twenty ( 20 ) Trading Days within any thirty ( 30 ) consecutive Trading Day period within the Earnout Period; ● “Triggering Event II” means the date on which the volume-weighted average closing sale price of one Ordinary Share quoted on the exchange on which Ordinary Shares are then listed is greater than or equal to $15.00 for any twenty ( 20 ) Trading Days within any thirty ( 30 ) consecutive Trading Day period within the Earnout Period; ● “Triggering Event III” means the date on which the volume-weighted average closing sale price of one Vast Ordinary Share quoted on the exchange on which Vast Ordinary Shares are then listed is greater than or equal to $17.50 for any twenty ( 20 ) Trading Days within any thirty ( 30 ) consecutive Trading Day period within the Earnout Period; Earnout shares are subject to market vesting conditions and internal milestone conditions. They have been recognised as an incremental share based payment upon consummation of the BCA under IFRS 2. Refer to note 19 – Capital reorganization (the “SPAC Merger”) for further details on the share based listing expense. The fair value of the Earnouts has been estimated using a Monte Carlo simulation to calculate the pay-off based on contractual terms using the following key inputs: ● underlying asset value: a range of value between AUD $1 million to AUD $4 million ● closing stock price at valuation date: $11.99 ● price volatility of the company’s shares, based on guideline companies adjusted for size and leverage: 25% ● discounted at the term-matched risk free rate: 3.90% Earnout for Legacy Vast shareholder issuable to AgCentral: In addition, upon the occurrence of Triggering Events I, II, and III discussed above, and of Triggering Event IV” meaning the date on which a notice to proceed is issued under a contract in respect of the procurement of a 30 MW/288MWhr concentrated solar power project at Port Augusta in South Australia, 2,799,999 Ordinary Shares are issuable to AgCentral pursuant to the Business Combination Agreement. The quoted market price of Vast shares that was used to determine the cost of listing is presumed to include an adjustment for these earnout shares. As a consequence, the fair value of the earnout shares issuable to Legacy Vast shareholders is already factored into the cost of listing and a separate adjustment was not considered necessary. MEP shares (equity settled): The purpose of the Management Equity Plan (“MEP”) was to provide medium to long term incentive to eligible employees and contractors of Vast by having a plan pool limit of 100 shares. 80 shares were issued during the year ended June 30, 2021 at a fair value of AUD $70 per share, with eligible employees and contractors paying cash of AUD $10 per share in addition to providing services to the Company in exchange for those shares. As the shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. The shares did not carry any voting rights nor rights to any dividends or other distributions. Following the occurrence of a liquidity event as defined in the MEP Deed or as otherwise defined by the Company’s Board of Directors (“Board”), the Board in its discretion could allow MEP shareholders an entitlement linked to the exit price in form of cash or conversion to ordinary shares from such an event. As per the MEP Deed, management’s share is 25% of exit proceeds where the sale price is AUD$10 million or less, or 33.33% where it is above AUD$10 million. Vast had historically accounted for the share-based payment as an equity-settled scheme, as Vast had determined that it did not have a present obligation to settle the share-based payment in cash. On February 14, 2023, Vast, AgCentral Energy and the participants to the MEP entered into a MEP De-SPAC Side Deed and Amendment to the MEP Deed to clarify a suitable mechanism for MEP participants to realise the economic benefit of their MEP Shares. The key modification terms of the MEP De-SPAC Side Deed and Amendment to the MEP Deed include the introduction of a vesting period and ‘Agreed Fixed Deductions’ to be used in allocation of profits on completion of the BCA. The modification of the terms and conditions of the MEP did not increase the total fair value of the share-based payment arrangement and was not beneficial to the MEP participants. As a result, there was no additional expense recognised. The MEP shares meet the definition of a share-based payment arrangement as eligible employees and contractors will receive equity instruments in exchange for services provided to the Company, with a partial cash subscription payment. Accordingly, MEP shares are recognised at their grant date fair values of AUD $70 per share, with the difference between cash proceeds received (AUD $10 per share) and the fair value of MEP shares recognised within the share-based payment reserve. In addition, immediately prior to the consummation of the BCA, 5 MEP shares were cancelled on December 18, 2023. Upon consummation of the BCA, the 75 MEP shares issued to eligible employees and contractors of Vast were converted into 2,036,900 Ordinary Shares, forming part of the Legacy Vast issued capital. The 75 MEP shares converted at a rate of 26,453 Vast Ordinary Shares per MEP, with 5 MEP shares receiving an additional 10,581 Vast Ordinary Shares per MEP share. The additional value allocated to these shares were recognised at fair value and expensed immediately through profit or loss within share based payment expense for USD 0.6 million (refer to note 5 – Expenses). Shares issued under the Employee share plan for the benefit of participants in Vast’s Equity Remuneration Schemes (equity settled): On December 18, 2023, 264,533 Ordinary Shares were granted to certain employees of Vast and issued to an employee share trust until such time they are vested, out of the previous MEP share pool, which had not been previously granted to any employees prior to the BCA. Vast consolidates the trust. These shares are treated as treasury shares with Nil carrying value as at December 31, 2023. Those shares were issued by Vast at the discretion of AgCentral. As such, Vast made a grant of share based payment to employees, including key management personnel. Refer to note 20 – Related Party transactions for further details. The employee shares have the following key terms and conditions attached to them: ● For the purposes the IFRS 2 charge the fair value at grant date was calculated using $11.99 per share ● Vesting Conditions: The shares will vest on expiry of the Disposal Restriction Period. ● Service Conditions: The employees have to still be employed on expiry of the Disposal Restriction Period. ● Disposal Restriction Period: The shares will be subject to a total restriction on disposal for a period of 12 months commencing on the issue of the shares. ● Shares will be held on trust by Vast Employee Share Holdings Pty Ltd as trustee for the Vast Employee Share Trust. These shares have vesting conditions attached to them and therefore a share based payment expense was recorded under IFRS 2 at fair value through profit or loss for USD 0.1 million (refer to note 5 - Expenses). Movement in foreign currency translation reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 3,285 2,394 Movement during the year (241) 232 As of December 31 3,044 2,626 To the extent that the amount recognised in the FCTR arose as a consequence of translating the company’s financial statements into the USD presentation currency, these amounts will not subsequently be reclassified to profit or loss. Movement in capital contribution reserve is as follows: 2023 2022 (In thousands of US Dollars) As of July 1 4,591 3,452 Interest forgiveness on convertible notes and shareholder loan — 267 Derecognition upon consummation of the BCA (4,591) — Deferred tax impact — (67) As of December 31 — 3,652 The capital contribution reserve represents the modification adjustment from loan from shareholder and convertible note issued to AgCentral Energy Pty Ltd (Noteholder). The Noteholder agreed to changes to the terms and conditions, which included interest waivers and term extensions as outlined in Note 11 - Borrowings, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions were therefore recognised directly in equity as a contribution in their capacity as owner. Modification adjustments presented are never reclassified to profit or loss. The balance in the reserve was derecognised against Issued Capital upon the consummation of the BCA and derecognition of the convertible notes. | 18. 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 The capital contribution reserve represents the modification adjustment from loan from shareholder and convertible note issued to AgCentral Energy Pty Ltd (Parent entity and Noteholder). The Noteholder agreed to changes to the terms and conditions, which included interest waivers and term extensions as outlined in Note 11 — Borrowings, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions per the accounting policy in Note 2(r) — Significant accounting policies — Contributed equity were therefore recognised directly in equity as a contribution in their capacity as owner. Modification adjustments presented are never reclassified to profit or loss. Further, the capital contribution reserve includes the distribution to AgCentral Energy Pty Ltd being the payment made for the call options issued by 14D to AgCentral Pty Ltd, allowing AgCentral Pty Ltd to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Movement in capital contribution reserve is as follows: 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 Movement in foreign currency translation reserve is as follows: 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 To the extent that the amount recognised in the FCTR arose as a consequence of translating the company’s financial statements into the USD presentation currency, these amounts will not subsequently be reclassified to profit or loss. Movement in share-based payment reserve is as follows: 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 As of June 30, 2023, the Group had the following share-based payment arrangement: MEP shares (equity settled): The purpose of the Management Equity Plan (“MEP”) is to provide medium to long term incentive to eligible employees and contractors of Vast by having a plan pool limit of 100 shares. 80 shares were issued during the year ended June 30, 2021 at a fair value of AUD $70 per share, with eligible employees and contractors paying cash of AUD $10 per share in addition to providing services to the Company in exchange for those shares. As the shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. The shares do not carry any voting rights nor rights to any dividends or other distributions. Following the occurrence of a liquidity event as defined in the MEP Deed or as otherwise defined by the Company’s Board of Directors (“Board”), the Board in its discretion can allow MEP shareholders an entitlement linked to the exit price in form of cash or conversion to ordinary shares from such an event. As per the MEP Deed, management’s share is 25% of exit proceeds where the sale price is AUD$10 million or less, or 33.33% where it is above AUD$10 million. Vast has accounted for the share-based payment as an equity-settled scheme, as Vast has determined that it does not have a present obligation to settle the share-based payment in cash. On February 14, 2023, Vast, AgCentral Energy and the participants to the MEP entered into a MEP De-SPAC Side Deed and Amendment to the MEP Deed to clarify a suitable mechanism for MEP participants to realise the economic benefit of their MEP Shares. The key modification terms of the MEP De-SPAC Side Deed and Amendment to the MEP Deed include the introduction of a vesting period and ‘Agreed Fixed Deductions’ to be used in allocation of profits on completion of the BCA. No liquidity events have taken place as at the date these financial statements were approved. The modification of the terms and conditions of the MEP did not increase the total fair value of the share-based payment arrangement and was not beneficial to the MEP participants. As a result, there was no additional expense to be recognised. The MEP shares meet the definition of a share-based payment arrangement as eligible employees and contractors will receive equity instruments in exchange for services provided to the Company, with a partial cash subscription payment. Accordingly, MEP shares are recognised at their grant date fair values of AUD $70 per share, with the difference between cash proceeds received (AUD $10 per share) and the fair value of MEP shares recognised within the share-based payment reserve. The grant date fair value of AUD $70 per share was determined using the Black-Scholes option pricing model using the following key inputs: ● ● ● ● The expected price volatility is based on the historic volatility of comparable companies, adjusted for any expected changes to future volatility. If there were any further modifications made to the MEP that would increase the fair value of the MEP shares granted, or if the currently unallocated shares were to be allocated, this would result in additional expenses to be recognised, based on the fair value of the shares at that time. |
Accumulated losses
Accumulated losses | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Accumulated losses | ||
Accumulated losses | 15. Accumulated losses Movements in accumulated losses were as follows: 2023 2022 (In thousands of US Dollars) As of July 1 (39,649) (24,432) Loss during the half-year (281,486) (3,937) As of December 31 (321,135) (28,369) | 19. Movements in accumulated losses were as follows: 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) |
Financial Instruments - Fair_11
Financial Instruments - Fair values and financial risk management | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Financial Instruments-Fair values and financial risk management | ||
Financial Instruments-Fair values and financial risk management | 16. Financial Instruments — Fair values and financial risk management This note explains Vast’s accounting classifications and fair values including its exposure to financial risks and how these risks could affect Vast’s future financial performance. Current year profit or loss information has been included where relevant to add further context. (a) Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial liabilities, including the ones accounted for in Reserves, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value. December 31, 2023 2022 (In thousands of US Dollars) Warrants liability designated at fair value – Level 1 hierarchy (1) 2,767 — NETC Earnouts designated at fair value – Level 3 hierarchy (2) 22,576 — Derivative financial instrument designated at fair value associated with EDF Promissory Note – Level 3 hierarchy (3) 950 — Derivative financial instrument designated at fair value associated with Convertible Notes 3, 4 and 5 and Senior Convertible Notes – Level 3 hierarchy (4) — 27 (1) Refer to note 10 – Warrants liability for key valuation inputs applied to these warrants. (2) Refer to note 14 – Reserves for key valuation inputs applied to these earnouts. The following table shows the valuation technique used in measuring level 3 fair values for derivative financial instruments measured at fair value: Type Valuation technique Significant unobservable inputs Financial instrument designated at fair value – Level 3 hierarchy Derivative valuations have been determined by a Monte Carlo simulation Risk free rate: 3.90% (2022: not applicable) Volatility: 25% (2022: not applicable) (3) The following table shows the valuation technique used in measuring level 3 fair values for derivative financial instruments measured at fair value associated with EDF Promissory Note as well as significant unobservable inputs used: 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: 3.92% (2022: not applicable) A 10% increase in the volatility assumption would result in a change of $0.19 million in fair value of the derivative financial instrument as December 31, 2023 (December 31, 2022: Nil ). A 10% increase in the risk-free rate assumption would not result in a material change in fair value of the derivative financial instrument as of December 31, 2023 and 2022. (4) The following table shows the valuation technique used in measuring level 3 fair values for derivative financial instruments measured at fair value associated with Convertible Notes 3, 4 and 5 and Senior Convertible Notes as well as significant unobservable inputs used: 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: not applicable (2022: 3.90%) Volatility: not applicable (2022: 40%) Reconciliation of level 3 fair values The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values. (In thousands of Movements in derivative financial instruments US Dollars) Opening balance as of July 1, 2023 192 Additions – Embedded derivative associated to EDF Promissory Note 5,616 Additions – Embedded derivative associated to Senior Convertible Notes 288 Fair value changes recognised as unrealised loss in profit or loss – Embedded derivative associated with EDF Promissory Note (4,666) Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Senior Convertible Notes 2,334 Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Convertible Notes 3,4 and 5 168,042 Conversion to Issued Capital upon consummation of the BCA - Embedded derivatives associated with Convertible Notes 3,4 and 5 and Senior Convertible Notes (170,856) Closing balance as of December 31, 2023 950 Opening balance as of July 1, 2022 32 Fair value changes recognised as unrealised gain in profit or loss (5) Closing balance as of December 31, 2022 27 Fair value changes recognised as realised losses reflect the mark to market valuation for the embedded derivative related to the Existing Convertible Notes 3, 4 and 5, and Senior Convertible Notes for the period from July 1, 2023 to December 18, 2023. The valuation of these instruments immediately prior to the close of the business combination arrangement have utilised a share price of $11.99 as the spot price, being Vast’s closing stock price on December 19, 2023. Derivative valuations have been determined by a Black-Scholes formula adjusted for dilution. Volatility of 40% has been applied as at December 18, 2023 against all tranches. Risk free rates of 5.63 % (Convertible Notes 3, 4 and 5) and of 5.15% (Senior Convertible Notes) have been applied as at December 18, 2023. (b) Market risk (i) Foreign exchange risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not Vast’s functional currency i.e. AUD. Exposure Vast’s exposure to foreign currency risk at the end of the reporting period, expressed in EUR and USD are as follows: December 31, June 30, 2023 2023 (In thousands) Trade payables EUR 81 17 USD 2,296 66 Amounts recognised in profit or loss and other comprehensive income: During the year, the following foreign exchange related amounts were recognised in profit or loss: Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Amounts recognised in profit or loss Unrealised Currency Gain/(Loss) 58 — Realised Currency Gain/(Loss) (56) (8) 2 (8) Given the limited exposure, Vast manages its foreign exchange risk exposure by monitoring exchange rates at regular intervals before making an informed decision to transact in such currencies. (c) Credit risk Credit risk is the risk of financial loss to Vast if a customer or counterparty to a financial instrument fails to meet its contractual obligations arising principally from Vast’s receivables from customers. Credit risk arises from cash and cash equivalents as well as credit exposures from customers, including outstanding receivables. The carrying amount of financial assets represents the maximum credit exposure. Trade receivables Vast’s exposure to credit risk is influenced mainly by the individual characteristics of each customer which are primarily government organisation and joint operator. Vast applies IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Management believes that Vast’s overall exposure to credit risk from Trade receivables to be not material. Cash and cash equivalents Vast held cash and cash equivalents of $16.5 million and $2.1 million as of December 31, 2023 and June 30, 2023, respectively. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s ratings. Management believes that Vast’s overall exposure to credit risk from cash and cash equivalents to be not material. (d) Liquidity risk Liquidity risk is the risk that Vast will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Vast’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Vast’s reputation. Vast’s exposure to Liquidity risk primarily pertains to promissory notes issued to EDF. Coupon interest is payable at the rate of 3% per annum on the principal outstanding while interest accrues daily and is capitalised and payable at maturity (i.e. December 14, 2028). During the six months ended December 31, 2023, the Company entered into the Nabors Backstop Agreement (as amended by the amendment to the Nabors Backstop Agreement dated December 7, 2023) whereby Nabors Lux is to provide $10.0 million backstop to Vast to underwrite the potential investment by additional investors provided that the amount of the backstop be reduced dollar-for-dollar by (a) the balance of cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders and (b) amounts invested by additional third parties (other than Nabors, AgCentral, CAG, EDF and their respective affiliates). During the six months ended December 31, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible notes held by AgCentral Energy were discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the de-SPAC process. As of December 31, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 36 months Promissory Note (5,404) 12,457 — — (12,457) Deferred consideration (976) 1,026 — (1,026) — Trade Payables (9,411) 9,411 (9,411) — — Warrants liability (2,767) — — (2,767) — Lease liabilities (36) 36 (7) (29) — Total non-derivatives (18,594) 22,930 (9,418) (3,822) (12,457) As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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 (5,624) 5,624 (5,624) — — Lease liabilities (54) 57 (7) (50) — Total non-derivatives (33,579) 34,088 (5,631) (28,457) — Derivative financial instruments (192) 192 — (192) — In order to manage its liquidity, whilst the management has secured a level of additional funding, in order to fund the operating cash flows and maintain these minimum liquidity reserve levels, it is likely that additional working capital funding will be required. If Vast is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. | 20. This note explains Vast’s accounting classifications and fair values including its exposure to financial risks and how these risks could affect Vast’s future financial performance. Current year profit and loss information has been included where relevant to add further context. (a) The following table shows the carrying amounts and fair values of financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value June 30, 2023 2022 (In thousands of US Dollars) Derivative financial instrument designated at fair value – Level 3 hierarchy 192 32 The following table show the valuation technique used in measuring level 3 fair values for financial instruments measured at fair value as well as significant unobservable inputs used: 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%) A 10% increase in the volatility assumption would result in a change of $0.01 million in fair value of the derivative financial instrument as June 30, 2023 and 2022. A 10% increase in the risk-free rate assumption would not result in a material change in fair value of the derivative financial instrument as of June 30, 2023 and 2022. Reconciliation of level 3 fair values The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values. (In thousands of Movements in derivative financial instruments 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 Vast’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period. During the reporting period, there were no transfers from Level 3 fair values. (b) (i) Foreign exchange risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not Vast’s functional currency i.e. AUD. Exposure Vast’s exposure to foreign currency risk at the end of the reporting period, expressed in Euro and USD are as follows: June 30, 2023 2022 (In thousands) Trade payables EURO 17 17 USD 66 10 Amounts recognised in profit or loss and other comprehensive income: During the year, the following foreign exchange related amounts were recognised in profit or loss and other comprehensive income: 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 Given the limited exposure, Vast manages its foreign exchange risk exposure by monitoring exchange rates at regular intervals before making an informed decision to transact in such currencies. (c) Credit risk is the risk of financial loss to Vast if a customer or counterparty to a financial instrument fails to meet its contractual obligations arising principally from Vast’s receivables from customers. Credit risk arises from cash and cash equivalents as well as credit exposures from customers, including outstanding receivables. The carrying amount of financial assets represents the maximum credit exposure. Trade receivables Vast’s exposure to credit risk is influenced mainly by the individual characteristics of each customer which are primarily government organisation and joint operator. Vast applies IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Management believes that Vast’s overall exposure to credit risk from Trade receivables to be not material. Cash and cash equivalents Vast held cash and cash equivalents of $2.1 million and $0.4 million as of June 30, 2023 and 2022, respectively. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s ratings. Management believes that Vast’s overall exposure to credit risk from cash and cash equivalents to be not material. (d) Liquidity risk is the risk that Vast will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Vast’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Vast’s reputation. Vast’s exposure to Liquidity risk primarily pertains to convertible notes issued to i. its parent entity AgCentral Energy for Convertible Notes 3,4 and 5, coupon interest is payable at the rate of 8% per annum on the principal outstanding while interest accrues daily and is payable every six months. During the year ended June 30, 2023, as part of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest immediately prior to the de-SPAC process. ii. Nabors Lux 2 S.a.r.l. and AgCentral Energy for the Senior Convertible Notes, coupon interest is payable at the rate of 4% per annum on the principal outstanding while interest accrues daily and is payable every six months. As of the reporting date, Vast expects the note holder to exercise its conversion option upon achieving a successful round of capital raise by December 31, 2023. As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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 Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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) — In order to manage its liquidity, whilst the management has secured a level of additional funding, in order to fund the operating cash flows and maintain these minimum liquidity reserve levels, it is likely that additional working capital funding will be required. If Vast is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. in Note 2(b) — Significant accounting policies — Going concern. |
Contingent assets, liabilitie_3
Contingent assets, liabilities & commitment | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Contingent assets, liabilities & commitment. | ||
Contingent assets, liabilities & commitment | 17. Contingent assets, liabilities & commitment 1) In 2021, the Company received contributions from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30 MW concentrated solar thermal power reference plant variation contract (variation funding agreement). In relation to the funding agreement, the arrangement includes a clause on change of control, which indicated that if the Company failed to get funding to build the facility in Australia by May 31, 2024 but obtains finance for an offshore facility before that period, it would give rise to the requirement to repay a proportion of funding received from ARENA. At reporting date and upon entering into BCA, the Company did not identify such circumstances, as significant progress has been made on this facility in Australia. Furthermore, the funding agreement, and hence any contingent liability associated with it, was terminated on August 16, 2023. Refer to note 2 (b) – Going concern for further details regarding the Company’s funding requirements. 2) On December 7, 2023, the Company entered into a Joint Development Agreement (“JDA”) with EDF, pursuant to which: a. the Company and EDF will co-develop CSP Projects on an exclusive basis, subject to certain preexisting exceptions, in (i) Australia and, (ii) subject to certain conditions relating to expanding this exclusivity, other jurisdictions, b. EDF will be provided with a right to elect to invest equity in CSP Projects which become Approved Projects and c. the Company will have the right to be the exclusive supplier of CSP Technology to all Potential Eligible Projects, Eligible Projects and Approved Projects. Pursuant to the EDF JDA, the parties have agreed to collaborate on certain development activities with respect to CSP Projects. The Company and EDF will establish a steering committee, composed of two appointees from each party, to oversee and govern the activities of the EDF JDA. Costs with respect to Eligible Projects developed under the EDF JDA will be borne by the parties equally. The EDF JDA also specifies that a joint venture agreement (“JVA”) will be entered into for each jointly developed project which reaches a certain stage of development. EDF has a right to invest in Approved Projects for an amount up to (1) 75% of the equity capital for an Approved Project, and (2) up to 75% of the equity capital of VS1, VS3 (a proposed 150 MW CSP facility with 12-18 hours of thermal storage located in Port Augusta, South Australia) and SM1 in the aggregate. Neither party will contribute any pre-existing background intellectual property used in the joint effort; however, intellectual property rights developed or derived by either party in connection with the EDF JDA will be jointly owned by both the Company and EDF, and each party grants the other party a royalty-free, non-exclusive license to other intellectual property used in connection with the EDF JDA. The EDF JDA will automatically terminate upon the later of (1) seven years from the closing date of the EDF Note Purchase Agreement and (2) the date the parties entered into a JVA with respect to an Approved Project with an expected nameplate capacity equal to or exceeding 200 megawatts, which may include a JVA for VS1, VS3 and SM1. The EDF JDA contains customary provisions regarding certain events of default and each party’s right to terminate its obligations thereunder. In the event a party contemplates a Change of Control of such party, the other party must first consent to such Change of Control but such consent may not be unreasonably withheld or delayed if (1) the transferor is the Company, it continues to own 100% of the CSP Technology and the Background IP (as defined therein) and (2) the transferee continues to have the technical and financial capability to perform its obligations under the EDF JDA. As at December 31, 2023, Vast is assessing EDF JDA under the scope of IFRS 11. No further developments have occurred under the JDA that would impact these condensed financial statements. | 21. 1) In 2021, the Company received contributions from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30 MW concentrated solar thermal power reference plant variation contract (variation funding agreement). In relation to the funding agreement, the arrangement includes a clause on change of control, which indicated that if the Company failed to get funding to build the facility in Australia by May 31, 2024 but obtains finance for an offshore facility before that period, it would give rise to the requirement to repay a proportion of funding received from ARENA. At reporting date and upon entering into BCA, the Company did not identify such circumstances, as significant progress has been made on this facility in Australia. Furthermore, the funding agreement has been terminated on August 16, 2023. Refer to Note 22 (1) Subsequent Events. 2) Under the JDA entered with the joint operator, the Company is required to pay a margin fee in the event of future equipment sales including licensing/ sale of CSP technology and associated royalty. It is noted that the margin fee survives the termination of the JDA and is capped to the extent of joint operator’s monetary contribution in the JDA. Such margin fee is based on 8.5% of the supply margin on qualifying equipment sales. As at reporting date, no equipment sales have been made and there are no firm commitments to make any such sales. Accordingly, no liabilities have been recognised as 2023. |
Subsequent Events_2
Subsequent Events | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Subsequent Events | ||
Subsequent Events | 18. Subsequent Events 1) On January 10, 2024, Vast appointed Mr Peter Botten as Chairman and Mr Tom Quinn as non-executive director in addition to its recently expanded Board. Refer to note 1 – General information for detailed composition of the Board. 2) On January 12, 2024, Vast issued an additional 681,620 Ordinary Shares to Nabors Lux for a consideration of $7.0 million pursuant to the Nabors Backstop Agreement, as contemplated in the BCA. The Nabors Backstop Agreement contains a “most favoured nation clause” whereby if, prior to the six-month anniversary of the closing of the BCA, and to certain parties during the following three months , Vast completes a capital raise on more favourable terms than those in the Nabors Backstop Agreement, then the shares issued under the Nabors Backstop Agreement may be redeemable for debt or Vast may be required to issue additional equity instruments to Nabors such that the terms of the Nabors Backstop Agreement are equally as favourable. On the basis no issuance of shares has occurred as at December 31, 2023, no receivable was recorded on the Company’s statement of financial position as at December 31, 2023. 3) On February 5, 2024, Vast moved its registered office and principal place of business to the following address: Level 7, Suite 02, 124 Walker Street North Sydney NSW 2060 4) On February 14, 2024, Vast announced, along with its consortium partner Mabanaft, that they have signed funding agreements for up to approximately AUD $40 million for SM1. As announced in January 2023, Vast will receive up to AUD $19.48 million from the Australian Renewable Energy Agency (ARENA) and Mabanaft will receive up to EUR $12.4 million from Projektträger Jülich (PtJ) on behalf of the German government after the SM1 project was selected last year as a part of the German-Australian Hydrogen Innovation and Technology Incubator (known as HyGATE). 5) On February 15, 2024, Vast announced that on February 9, 2024, it received a notification (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the requirements to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000, as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”). The Notice has no immediate effect on the listing of the Company’s ordinary shares (the “Ordinary Shares”), which continue to trade on Nasdaq under the symbol “VSTE.” The Notice provided that, in accordance with Nasdaq Listing Rules 5810(c)(3)(D), the Company has a period of 180 calendar days from the date of the Notice, or until August 7, 2024, to regain compliance with the MVPHS Requirement. During this period, the Ordinary Shares will continue to trade on Nasdaq. Nasdaq will deem the Company to have regained compliance with the MVPHS Requirement if at any time during this compliance period the Company’s MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days. In the event the Company does not regain compliance with the MVPHS Requirement by August 7, 2024, the Company will receive written notification from Nasdaq that the Company’s Ordinary Shares are subject to delisting. The Company is reviewing its options for regaining compliance with the MVPHS Requirement. There can be no assurance that the Company will be able to regain compliance with the MVPHS Requirement in a timely fashion, in which case its securities may be delisted from Nasdaq. | 22. Subsequent Events 1) On August 15, 2023 AgCentral Energy funded the remaining $2.5 of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. 2) On August 16, 2023, Vast and ARENA executed a Deed of Mutual Termination and Release which terminates the funding agreement discussed in Note 21 (1) Contingent assets, liabilities & commitment, under which Vast was required to repay a proportion of funding received from ARENA. 3) On September 7, 2023, two new wholly owned subsidiaries Vast Renewables Holdco Corp and Vast Renewables Management Services LLC were established. 4) On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments). 5) On September 19, 2023, Vast’s intention to convert to a public company was advertised in the ASIC Gazette. Accordingly, Vast will convert to a public company on October 19, 2023 and be known as Vast Renewables Limited. 6) On December 18, 2023, Vast consummated the capital reorganization pursuant to the Business Combination Agreement, as described below in Note 23, resulting in a 11.7 to 1 share consolidation. All earnings per share and related information presented in these financial statements and footnotes 7 and 17 have been retroactively adjusted, where applicable, to reflect the impact of the share consolidation. The financial statements were recast by management on April 24, 2024 solely to give retroactive effect to the share consolidation as effected on December 18, 2023 as described above. |
Capital reorganization (the "SP
Capital reorganization (the "SPAC Merger") | 6 Months Ended |
Dec. 31, 2023 | |
Capital reorganization (the "SPAC Merger") | |
Capital reorganization (the "SPAC Merger") | 19. Capital reorganization (the “SPAC Merger”) The SPAC Merger was accounted for as a capital reorganization by Vast. The merger was achieved by Vast issuing shares to NETC shareholders in exchange for the net liabilities of NETC as of the closing date. The SPAC Merger was not within the scope of IFRS 3 because NETC did not meet the definition of a business in accordance with IFRS 3. Rather, the SPAC Merger was accounted for as an asset acquisition, with the difference between the fair value of the purchase consideration of NETC over the fair value of NETC’s identifiable net liabilities acquired expensed as service for stock exchange listing under IFRS 2. Vast was determined to be the accounting acquirer based on the following: ● Vast’s previous majority shareholder has a majority voting interest; ● AgCentral, a Legacy Vast shareholder, has the ability to nominate the majority of the members of the board of directors; ● The existing senior management of Vast continues to be the senior management following the SPAC Merger; ● The business of Vast comprises the ongoing operations following the SPAC Merger; and ● Vast was the larger entity, both in terms of substantive operations and number of employees. Share based listing expenses of $106.0 million represent non-cash IFRS 2 charges recorded in connection with the consummation of the SPAC merger. The transaction is accounted for in accordance with IFRS 2 with an expense reflected for the difference between the fair value of the Ordinary Shares issued to NETC shareholders as compared to the fair value of NETC’s net assets or liabilities, as relevant, contributed. The fair value of the Vast Ordinary Shares was determined based on a quoted market price of $11.99 per Ordinary share at closing as of December 19, 2023. The estimated fair value of the equity instruments issued to NETC shareholders considers the impact of Ordinary Shares issuable to Legacy Vast shareholders (i.e. AgCentral Energy Pty Ltd and certain employees of Vast), upon the occurrence of certain Triggering Events or earlier, upon a change of control in accordance with the earnout provisions. Refer to note 14 – Reserves for further details. The fair value of share consideration of $94.8 million and NETC’s net liabilities of $11.2 million result in an excess of the fair value of the shares issued over the value of the net monetary assets acquired of $106.0 million. The difference is reflected as a share based listing expense of $106.0 million for the services provided by NETC in connection with the listing. The fair value calculation of $94.8 million is based on the estimated fair value of Ordinary Shares issued to NETC shareholders in connection with the SPAC Merger, including an estimated fair value of the Earnout Shares for NETC of $22.6 million. These condensed financial statements for the half-year ended December 31, 2023 give effect to the SPAC Merger and related transactions summarized below: Ordinary Shares issued in exchange for the following (in thousands): NETC Class A Common Stock (b) 805 Backstop Commitment Fee (f) 350 NETC Class F Common Stock (b) 3,000 Accelerated Earnback Shares (f) 1,500 Ordinary Shares issued 5,655 Fair value of Vast shares issued in exchange for NETC shares valued at $11.99 per share $ 67,799 Vast Warrants issued in exchange for NETC warrants (c) 4,129 Shares issued as settlement of transaction expenses (e) 307 Fair value of earnout for NETC Sponsor (g) (h) 22,576 Fair value of share consideration 94,811 Adjusted NETC’s net liabilities upon closing (a) 11,206 Total 106,017 (a) the merger of NETC with and into Neptune Merger Sub Inc., a wholly owned subsidiary of Vast, with NETC surviving the merger as a wholly-owned subsidiary of Vast. The net liabilities of NETC upon closing were as follows: As at December 18, 2023 Assets: Cash 9,203 Prepaid expenses 1,325 Total assets 10,528 Liabilities: Trade and Other Payables 21,525 Income taxes payable 209 Total liabilities 21,734 Total net liabilities (11,206) (b) the completion of the Vast pre-closing reorganization, which included the Existing Convertible Note Conversion, the MEP Share Conversion, and the Vast Split Adjustment; the exchange of all outstanding Founder Shares into 3.0 million Ordinary Shares, and all outstanding NETC Class A Shares that were not redeemed by the Class A shareholders into an equivalent number of Ordinary Shares; (c) the exchange of all outstanding NETC Warrants into an equal number of Vast Warrants, with substantially the same terms; (d) the entry into various agreements with CAG, under which CAG committed to invest $7.0 million of PIPE Financing. CAG and Vast agreed that this commitment would be satisfied by CAG’s purchase of Class A common stock of NETC from existing NETC stockholders who previously elected to redeem their shares in connection with the SPAC Merger and whose redemption election would be reversed. The $7.0 million included in Cash has been reflected in Issued Capital of Vast upon consummation of the BCA; (e) the issuance of 171,569 Ordinary Shares to Guggenheim Securities as consideration for its services. A resulting loss of $0.3 million upon consummation of the BCA has been recorded within share based listing expenses; (f) the issuance of 1.5 million Ordinary Shares as Accelerated Earnback Shares pursuant to the Nabors Backstop Agreement and issuance of 350,000 Ordinary Shares as Incremental Funding Commitment Fee pursuant to the October Notes Subscription Agreement. (g) During the Earnout Period, Vast may issue up to an aggregate of 2.4 million additional Ordinary Shares to NETC Sponsor in three equal tranches and up to an aggregate of 1.3 million Ordinary Shares to Legacy Vast shareholders in three equal tranches, upon the occurrence of each Triggering Event. Refer to note 14 – Reserves for further details. (h) Additionally, Vast may also issue 1.5 million Ordinary Shares to Legacy Vast shareholders upon receiving a notice to proceed under a contract for the procurement of a concentrated solar power plant at Port Augusta, in South Australia. Refer to note 14 – Reserves for further information. Also included in the SPAC Merger, yet not forming part of the purchase consideration for the asset acquired are the following transactions: ● the entry into Equity Subscription Agreements and a Notes Subscription Agreement (including the October Notes Subscription Agreement) by Nabors Lux and AgCentral to purchase up to $15.0 million each ( $30.0 million combined) of Ordinary Shares for $10.20 per share through the issuance of up to $5.0 million to AgCentral and $7.5 million to Nabors Lux ( $12.5 million combined of Senior Convertible Notes from time to time beginning on the date of signing of the BCA and ending on the Closing date and $12.5 million to AgCentral and $10.0 million to Nabors Lux ( $22.5 million combined) of committed subscriptions under the PIPE Financing funded on the Closing Date; ● the entry into the Nabors Backstop Agreement (as amended by the amendment to the Nabors Backstop Agreement dated December 7, 2023) by Nabors Lux to provide $10.0 million backstop to Vast to underwrite the potential investment by additional investors provided that the amount of the backstop be reduced dollar-for-dollar by (a) the balance of cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders and (b) amounts invested by additional third parties (other than Nabors, AgCentral, CAG, EDF and their respective affiliates); ● the entry into the EDF Note Purchase Agreement to purchase a promissory note with an aggregate principal amount of EUR 10.0 million (equivalent to approximately $10.9 million on December 18, 2023); The following summarized the number of Ordinary Shares issued upon closing of the BCA: Shares outstanding upon closing of the BCA Ownership in shares % Legacy Vast shareholders 20,499,999 70.0 % Other 804,616 2.7 % NETC initial stockholders 4,500,000 15.4 % Shares issued to Nabors Lux and AgCentral in connection with financing transactions 3,315,700 11.3 % Shares issued as settlement of transaction expenses 171,569 0.6 % Total shares issued upon closing 29,291,884 100.0 % |
Related party transactions_2
Related party transactions | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Related party transactions | ||
Related party transactions | 20. Related party transactions a) Parent entities Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 AgCentral Energy Pty Ltd Parent company Australia 67.2 % 100.0 % b) Subsidiaries Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 Nabors Transition Energy Corp Subsidiary United States 100 % 0 % Neptune Merger Sub, Inc. Subsidiary United States 0 % 100 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 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 % Vast Employee Shareholdings Pty Ltd Subsidiary Australia 100 % 0 % Vast Intermediate HoldCo Pty Ltd Subsidiary Australia 100 % 0 % Vast Australia HoldCo Pty Ltd Subsidiary Australia 100 % 0 % HyFuel Solar Refinery Pty Ltd Subsidiary Australia 100 % 0 % Vast Renewables HoldCo Corp Subsidiary United States 100 % 0 % Vast Renewables Management Services LLC Subsidiary United States 100 % 0 % Vast US Projects HoldCo Corp Subsidiary United States 100 % 0 % El Paso ProjectCo LLC Subsidiary United States 100 % 0 % c) Transactions with other related parties The following transactions occurred with related parties: For the Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Lease rental payments made to other related parties 5 21 Loan drawn down from parent entity – subsequently converted to Issued Capital upon consummation of the BCA 12,500 5,023 Loan drawn down from investors – subsequently converted to Issued Capital upon consummation of the BCA 10,000 14,718 Gain on modification of borrowings recognised in the Capital Contribution Reserve — 3,652 Gain on revaluation of derivative financial instruments 170,376 (5) Settlement of all Convertibles Notes, Senior Convertible Notes and Loans from Shareholder upon consummation of the BCA (226,373) — Movement in investment in joint venture (99) 1,424 Share based payment expense for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast. 112 — d) Key management personnel compensation For the Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Short-term employee benefits 1,151 821 Share based payment expense (1) (2) 672 — Long-term benefits 10 18 1,833 839 In addition to the compensation outlined above, certain directors and executive officers of Vast are beneficiaries of Ordinary Shares. These shares were issued in settlement of MEP shares that had been granted, vested and expensed in previous years. The total number of Ordinary Shares, including NETC Warrants, issued to Key management personnel is 3,616,000 during the six months ended December 31, 2023 (December 31, 2022: Nil ). (1) Additional value allocated to the MEP shares as discussed in note 14 – Reserves, were recognised at fair value and expensed immediately through profit or loss during the half year ended December 31, 2023, within share based payment expense for $634 thousands (December 31, 2022: Nil ). (2) In addition, the Share based payment expense of $112 thousands for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast, for the half-year ended December 31, 2023 as shown in note 20 (c) above, includes a portion of $37 thousands for the shares granted to key management personnel (December 31, 2022: Nil ). e) Outstanding balances arising from sales/purchases of goods and services The following balances are outstanding at the end of the reporting period in relation to transactions with related parties: December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade and other receivables owed from related party – Nabors Lux 2 S.a.r.l. 171 — Trade and other payables owed to related party – Capital Airport Group (150) — Lease liabilities for lease arrangement with related party (36) (54) f) Loans to/(from) related parties December 31, June 30, 2023 2023 (In thousands of US Dollars) Loan to joint venture 331 225 Loan from shareholder — (5,531) Loans from shareholder – Convertible Note 3 — (8,762) Loans from shareholder – Convertible Note 4 — (4,405) Loans from shareholder – Convertible Note 5 — (1,114) Loans from shareholder – Senior Convertible Note — (2,438) g) Terms and conditions Refer to note 11b & 11c – Borrowings respectively, for terms and conditions primarily in relation to convertible notes and loan from shareholder. In relation to the leasing arrangement with related party, they have been entered into arm’s length basis. | 24. a) Place of Ownership interest Name Type incorporation 2023 2022 AgCentral Pty Ltd Parent company Australia — 100 % AgCentral Energy Pty Ltd Parent company Australia 100 % — During the year ended June 30, 2023, under a tripartite novation deed, AgCentral Pty Ltd novated the totality of its ordinary shares to AgCentral Energy Pty Ltd. b) Place of Ownership interest Name Type 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 % c) The following transactions occurred with related parties: 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 d) 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 (i) 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 (ii) 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 (iii) 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 (iv) 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 — (v) 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 e) The following balances are outstanding at the end of the reporting period in relation to transactions with related parties : June 30, 2023 2022 (In thousands of US Dollars) Lease liabilities for lease arrangement with related party (54) (93) f) 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) — g) Refer to Note 11a & 11b — Borrowings respectively, for terms and conditions primarily in relation to convertible notes and loan from shareholder. In relation to the leasing arrangement with related party, they have been entered into arm’s length basis. |
Significant accounting polici_7
Significant accounting policies (Policies) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Significant accounting policies | ||
Basis of preparation | a) Basis of preparation The condensed consolidated interim financial statements for the half-year reporting period ended December 31, 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting . These financial statements comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as applicable to interim financial reporting. The condensed consolidated financial statements do not include all the notes of the type normally included in an annual financial report. Therefore, these financial statements should be read together with the annual financial statements for the fiscal year ended June 30, 2023. The accounting policies adopted are consistent with those applied in the Company’s 2023 annual financial statements, except as disclosed below in note 1 (c). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. | a) Compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Functional and presentation currency The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates. The presentation currency of Vast is United States (“US” or “$”) dollars. In accordance with IAS 21 The effects of change in foreign exchange rates ● The consolidated statements of profit or loss and comprehensive income and statement of cash flows for each year have been translated into US dollars using average foreign currency rates prevailing for the relevant period. ● All assets and liabilities in the consolidated statements of financial position have been translated into US dollars at the exchange rate prevailing at each relevant reporting date. ● The equity section of the consolidated statements of financial position has been translated into US dollars using historical rates i.e. translated using the rates of exchange in effect as of the dates of the various capital transactions. ● All resulting exchange differences arising from the translation are included in other comprehensive income. ● Loss per share has also been restated to US dollars to reflect the presentation currency. The year-end exchange rate used was A$/US$ 1:0.6630 and 1:0.6889 as of June 30, 2023 and June 30, 2022, respectively. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign currency translation reserve Exchange differences arising on performing the above translation procedures are recognised in other comprehensive income and accumulated in a separate reserve within equity referred as foreign currency translation reserve. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Historical cost convention The consolidated financial statements have been prepared on the basis of historical cost, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. |
Going concern | b) Going concern Vast incurred a net loss of $281.5 million and $3.9 million for the half - years ended December 31, 2023 and 2022, respectively and used net cash in operating activities of $28.0 million and $2.8 million for the half - years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had net current assets of $7.1 million and total net assets of $2.2 million. As of December 31, 2023, promissory notes totalling $5.4 million held by EDF were outstanding and included in the Company’s liabilities. On January 12, 2024, Vast issued an additional 681,620 Ordinary Shares to Nabors Lux 2 S.a.r.l (“Nabors”) for a consideration of $7.0 million pursuant to the Nabors Backstop Agreement, as contemplated in the Business Combinations Agreement (“BCA”). In addition, under the BCA, Nabors granted Vast a term loan in the form of the Backstop Loan Agreement in an amount of up to $5.0 million which Vast expects to draw upon within the next 12 months. The Company is forecasting that it will continue to incur significant operating cash outflows to fund the contracting, construction and commissioning of its current projects and to meet all of its obligations, including interest and principal payments on the outstanding debt. In particular, the development and delivery of projects “VS1” (a 30 MW / 288 MWh reference CSP plant located in Port Augusta, South Australia) and “SM1” (a 20 ton per day solar methanol demonstration facility that will be co-located with and partially powered by VS1) will require substantial funding. These projects are expected to rely on outside sources of financing. The Australian Renewable Energy Agency’s (ARENA) has announced funding of up to AUD 65 million on February 13, 2023 for VS1. On January 27, 2023, ARENA also announced that Vast will receive up to AUD 19.5 million from ARENA and Vast’s consortium partner, Mabanaft will receive up to EUR 12.4 million from Projektträger Jülich on behalf of the German government for SM1, in each case as part of the HyGATE Program. The funding awards for VS1 and SM1 are each subject to multiple conditions precedent, including but not limited to the ability to provide sufficient equity to meet the balance of funding requirements for the projects, the projects achieving financial close prior to specified dates and securing relevant permitting and approvals such as a grid connection. In addition, the Australian Federal government has announced financial support for the development of VS1 of up to AUD 110 million, the terms and conditions of which (including, inter alia, achievement of financial close of VS1 by a specified date) are to be negotiated with the Department of Climate Change, Energy, the Environment and Water and approved by the Australian Federal Government. Vast intends to raise additional funding through an external capital raise commencing early in the financial year ending June 30, 2025. Vast’s ability to pursue its growth strategy and to continue as a going concern is principally dependent on the ability of the Company to meet its cash flow forecasts and to raise additional funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | b) Going concern Vast incurred a net loss of $15.2 million and $6.2 million for the years ended June 30, 2023 and 2022, respectively and used net cash in operating activities of $9.1 million and $4.1 million for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had net current liabilities of $23.6 million and a net total deficit of $29.4 million. As of June 30, 2023, loans and convertible promissory notes totalling $19.8 million held by the Company’s parent entity, AgCentral Energy Pty Limited (“AgCentral Energy”) due to mature on December 31, 2023, were outstanding and included in the current liabilities. The Company is forecasting that it will continue to incur significant operating cash outflows to fund its expansion and to meet all of its obligations, including interest and principal payments on the outstanding debt. As such, the ability of Vast to continue as a going concern is principally dependent on one or more of the following: (1) Successful completion of the Business Combination as described below; (2) the ability of the Company to meet its cash flow forecasts; and (3) the ability of the Company to raise funding as and when necessary. As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 13, 2023, AgCentral Pty Limited (“AgCentral”), transferred to AgCentral Energy, all interests held in the Company as of that date, represented by ordinary shares, convertible loan notes and investor loans. On February 14, 2023, Vast entered into a Business Combination Agreement (“BCA”) with the intention to merge with and into Nabors Energy Transition Corp (“NETC”), subject to certain conditions. Concurrently with signing of the BCA, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Vast shares, as repayment of all the principal outstanding and accrued interest. Concurrently with the signing of the BCA, Nabors Lux 2 S.a.r.l., an affiliate of Nabors (“Nabors Lux”) and AgCentral Energy entered into a subscription agreement with Vast, pursuant to which, among other things, Nabors Lux and AgCentral Energy have each agreed to subscribe for and purchase up to $5.0 million (or $10.0 million in aggregate principal amount) of Senior Secured Convertible Notes from Vast in a private placement to be funded in accordance with the Notes Subscription Agreement. On February 15 and June 27, 2023, Nabors Lux funded its $5.0 million of commitment under the Notes Subscription Agreement. On April 13, 2023, AgCentral Energy funded $2.5 of its $5.0 million commitment under the Notes Subscription Agreement. Nabors Lux and AgCentral Energy also entered into an Equity Subscription Agreement, pursuant to which they agreed to commit up to $15.0 million each (or $30.0 million in aggregate) (in each case, reduced dollar for dollar by the proceeds received from Nabors Lux and AgCentral Energy as applicable, pursuant to the Notes Subscription Agreement), in a private placement for Vast common shares at completion of the BCA. Vast may also enter into additional agreements with third parties, for private placements of additional shares or convertible notes (the PIPE financing). On August 15, 2023 AgCentral Energy funded the remaining $2.5 million of its $5.0 million commitment under the Senior Secured Convertible Notes Subscription Agreement. On September 18, 2023, Vast entered into a Subscription Agreement with Canberra Airport Group through which, subject to completion of the BCA, Vast would issue 490,179 Vast ordinary shares for a subscription amount of $5 million and a further maximum of 490,197 Vast ordinary shares for a subscription amount of $5 million (less $1 for each of $3 of additional investments), securing $10 million of the total financing required under the BCA. |
Application of new and amended accounting standards adopted by the group | c) Application of new and amended accounting standards adopted by the group A number of amended standards became applicable for the current reporting period. The group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards. | o) (i) New standards and amendments — applicable July 1, 2022 In the current year, Vast has applied a number of amendments to Accounting Standards and Interpretations issued by the International Financial Reporting Standards (IFRS) that are effective for an annual period that begins on or after July 1, 2022. Unless otherwise stated below, their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. 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 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. January 1, 2023 Title Key requirements Effective date 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 (ii) Forthcoming requirements The following standards and interpretations apply for the first time to financial reporting periods commencing on or after December 31, 2022. The Company does not plan to adopt these standards early. Application is not expected to result in material changes to Vast’s future financial reports, however the quantitative effects of adopting these standards has not yet been determined. 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** ** In December 2015 the IASB decided to defer the application date of this amendment until such time as the IASB has finalised its research project on the equity method. |
Revenue recognition | c) Revenue is recognised at an amount that reflects the consideration to which Vast is expected to be entitled in exchange for transferring goods to a customer. For each contract with a customer, Vast: ● identifies the contract with a customer; ● identifies the performance obligations in the contract; ● determines the transaction price; ● allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good to be delivered; ● and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Please refer to Note 3 — Revenue from customers for further information on the accounting of the Company’s revenue from contract with customers. All revenue is stated net of the amount of goods and services tax (GST). | |
Government grants | d) Vast recognises grant income from the contributions received from the government which is measured at the fair value of the consideration received or receivable. Government grants are not recognised until there is reasonable assurance that Vast will comply with the conditions attaching to them and that the grants will be received. Government grants related to income are presented on a gross basis and are recognised in profit or loss on a systematic basis over the periods in which Vast recognises as expenses the related costs which the grants are intended to compensate. Investment allowances and similar tax incentives Vast is entitled to qualifying expenditure under the Research and Development Tax Incentive regime. Vast accounts for such allowances as government grants which means they are recognised in the income over the period in which the related research and development (R&D) expenses are recognised in accordance with IAS 20. Specifically, government grants whose primary condition is that Vast should purchase, construct, or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statements of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets Please refer to Note 4 — Grant income for further information accounting for government grants. | |
Finance income | e) Finance income from a financial asset is recognised when it is probable that the economic benefits will flow to Vast and the amount of revenue can be measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. | |
Segment reporting | f) The Company operates as one operating segment. The Company’s board of directors (Board), who are the chief operating decision maker (CODM), reviews the financial information on a consolidated basis for the purpose of allocating resources and assessing performance. | |
Employee benefits | g) (i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position. (ii) Vast also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. The obligation is presented as non-current liabilities under provisions for employee benefits in the consolidated statements of financial position. (iii) The grant-date fair value of equity-settled share-based payment arrangements granted to employees with non-vesting conditions is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Management Equity Plan shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares. | |
Taxation | h) Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statements of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Vast’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. These are recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current tax is also recognised in other comprehensive income or directly in equity, respectively. Where current tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Deferred Income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets. | |
Cash and cash equivalents | i) Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which are convertible to a known amount of cash and subject to an insignificant risk of change in value, and bank overdrafts. | |
Property, plant and equipment | j) Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective ‘basis. The depreciation rates used for each class of depreciable assets are: Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Impairment of assets At the end of each reporting period, Vast reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, Vast estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. | |
Provisions | k) Provisions are recognised when Vast has a present obligation (legal or constructive) as a result of a past event, it is probable that Vast will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. | |
Financial instruments | l) Financial assets and financial liabilities are recognised when Vast becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are measured subsequently in their entirety at either amortised cost. Classification of financial assets Debt instruments that meet the following conditions are measured subsequently at amortised cost: ● the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Vast’s financial assets at amortised cost includes trade receivables. Amortised cost and effective interest method The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Impairment of financial assets Vast recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. Vast always recognises lifetime expected credit losses (ECL) for trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on Vast’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Derecognition of financial assets Vast derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. Financial liabilities and equities Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the entity are recognised at the proceeds received, net of direct issue costs. Derivative financial instruments Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. Embedded derivatives An embedded derivative is a component of a hybrid contract that also includes a non-derivative host — with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss (FVTPL). Further, such derivatives are initially recognised at fair value and the residual amount is the initial carrying value of the host contract liability. An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months. Other financial liabilities Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. Trade and other payables are recognised and are accrued at year end. Other financial liabilities such as interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Modification of financial liabilities : When the contractual terms of a financial liability are substantially modified, it is accounted for as an extinguishment of the original debt instrument and the recognition of a new financial liability. Quantitatively, a modification to the terms of a financial liability is substantial if the net present value of the cash flows under the modified terms, including any fees paid net of any fees received, is at least 10 percent different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rate. The new debt instrument is recorded at fair value and any difference from the carrying amount of the extinguished liability, including any non-cash consideration transferred, is recorded in profit or loss. If a modification to the terms of a financial liability is not substantial, then the amortised cost of the liability is recalculated as the present value of the estimated future contractual cash flows, discounted at the original effective interest rate. The resulting gains or losses are recognised in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial liability and are amortised over its term. Where the counterparty is a shareholder and changes to terms and conditions were not made to reflect changes in market conditions, the resulting gain or loss from the modification or extinguishment is recognised as a contribution from/distribution to shareholders directly in equity. Derecognition of financial liabilities Vast derecognises financial liabilities when, and only when, Vast’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statements of profit or loss and other comprehensive income. Offsetting of financial instruments Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. | |
Goods and Services Tax | m) Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. This is calculated on a cash-settled basis and then accrued for a year end. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows. | |
Leases | n) Vast as lessee Vast assesses whether a contract is or contains a lease, at inception of the contract. Vast recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, Vast recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, if this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: ● fixed lease payments (including in substance fixed payments), less any lease incentives receivable; ● variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● the amount expected to be payable by the lessee under residual value guarantees; ● the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and ● payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease The lease liability is presented as a separate line in the consolidated statements of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. Vast remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: ● the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used) ● a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that Vast expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statements of financial position. | |
Critical accounting judgments and key sources of estimation uncertainty and errors | p) Critical accounting judgments and key sources of estimation uncertainty and errors In the application of Vast’s accounting policies, which are described above, the directors of Vast are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Key sources of estimation uncertainty Effective interest rate on convertible notes Effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability to the amortised cost of a financial liability. In calculating interest expense, the effective interest rate is applied by Vast to the amortised cost of the liability. Useful lives and impairment of property, plant and equipment As described at (j) above, Vast reviews the estimated useful lives of property, plant and equipment at the end of each reporting period and the carrying amounts to determine whether there is any indication an impairment loss is required. Deferred consideration The deferred consideration is dependent on the joint venture achieving agreed project milestones. SiliconAurora Pty Limited (“SiliconAurora”) expects the project milestones to be met and as such Vast expects that payment will be required before the end of June 30, 2024. The fair value of the deferred consideration was calculated using an annual discount rate of 7.28%. Refer to Note 12.b(ii) — Interest in other entities for further details. Employee entitlements Vast’s employee entitlements are calculated based on estimates in future increases in wages and salaries, future on cost rates, and experience of employee departures and period of service. Vast reviews these estimates in each reporting period. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if Vast considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Incremental borrowing rate Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what Vast’s estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment. Lease term The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to Vast’s operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. Vast reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. | |
Principles of consolidation | q) The consolidated financial statements incorporate the financial statements of Vast and entities controlled by the Company (i.e. its subsidiaries) up to the reporting date. Control is achieved when the Company: ● Has the power over the investee ● Is exposed, or has rights, to variable returns from its involvements with the investee ● Has the ability to use its power to affects its returns The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When Vast has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. Vast considers all relevant facts and circumstances in assessing whether or not Vast’s voting rights in an investee are sufficient to give it power, including: ● The size of Vast’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders ● Potential voting rights held by Vast, other vote holders or other parties ● Rights arising from other contractual arrangements ● Any additional facts and circumstances that indicate that Vast has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. (i) Subsidiaries Subsidiaries are all entities (including structured entities) over which Vast has control. Vast controls an entity where Vast is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to Vast. They are deconsolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains on transactions between companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by Vast. (ii) Joint arrangements Under IFRS 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. In February 2021, the Company entered into a joint development agreement which have been considered as joint operations. It recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Details of the joint operation are set out in Note 12.b(i) — Interest in other entities. Further, in June 2022, Vast entered into a joint venture to enable development of a battery energy storage system (BESS) and CSP projects to generate clean, low-cost energy sources. The Aurora Energy Project is commissioned by SiliconAurora having their principal place of business in Melrose Park, South Australia. The project is co-developed by Vast Solar Aurora Pty Ltd (VSA) and 1414 Degrees Limited (14D) via SiliconAurora Pty Ltd. VSA is a wholly owned subsidiary of the Company. VSA acquired 50% of the shares in SiliconAurora from 14D, and the Company will be the guarantor for VSA. Details of the joint venture are set out in Note 12.b (ii) — Interest in other entities. | |
Contributed equity | r) Ordinary shares with voting rights are classified as issued capital within equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. | |
Earnings per share | s) (i) Basic earnings per share Basic earnings per share is calculated by dividing ● the profit attributable to owners of Vast, excluding any costs of servicing equity other than ordinary shares; ● by the weighted average number of ordinary shares outstanding during the financial year (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares, such as convertible notes. |
Significant accounting polici_8
Significant accounting policies (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Significant accounting policies | |
Schedule of depreciation rates used for each class of depreciable assets | Class of Property, plant and equipment Depreciation rate Office equipment 10 – 50 % |
Revenue from customers (Table_2
Revenue from customers (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Revenue from customers | ||
Schedule of revenue from customers | Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Consulting fees $ 326 $ 146 Margin fees 2 62 $ 328 $ 208 | 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 |
Grant revenue (Tables)_2
Grant revenue (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Grant revenue | ||
Schedule of grant revenue | 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 | |
Schedule of research and development tax incentives | Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Refundable R&D tax offset for the half-year $ 440 $ 339 R&D Tax credit recoveries recognised as grant income $ 440 $ 339 | 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 |
Expenses (Tables)_2
Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Expenses | ||
Schedule of net loss and expenses | Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Administrative and other expenses: Share based payment expenses (1) $ 750 $ — Legal and accounting expenses 3,781 1,050 Other expenses 954 268 $ 5,485 $ 1,318 Gain/loss on derivative financial instruments: Realised loss on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral (2) $ 170,376 $ — Unrealised gain on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral — (5) Unrealised gain on Promissory Note issued to EDF (2) (4,666) — Unrealised gain on NETC Warrants (2) (1,414) — $ 164,296 $ (5) Finance costs: Interest expense on Convertible Note 3 – AgCentral $ 431 $ 449 Interest expense on Convertible Note 4 – AgCentral 506 459 Interest expense on Convertible Note 5 – AgCentral 58 61 Interest expense on Senior Convertible Notes – AgCentral & Nabors 309 — Interest expense on Loans from shareholders – AgCentral 159 118 Interest expense on Promissory Note – EDF 43 — Other 3 67 $ 1,509 $ 1,154 (1) Refer to note 14 – Reserves for more details relating to share based payment expenses. (2) Refer to note 16 – Financial Instruments – Fair values and financial risk management for further details. | 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 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 |
Trade and other receivables (_2
Trade and other receivables (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Trade and other receivables | ||
Schedule of trade and other receivables | December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade receivables 624 4 Goods and Service Tax receivable 170 204 Other receivables 171 106 965 314 | 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 |
Prepaid expenses (Tables)
Prepaid expenses (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses | |
Summery of prepaid expenses | December 31, June 30, 2023 2023 (In thousands of US Dollars) Prepaid insurance 2,566 29 Other prepaid expenses 24 15 2,590 44 |
Trade and other payables (Tab_2
Trade and other payables (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Trade and other payables | ||
Schedule of trade and other payables | December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade payables 5,207 1,265 Accrued expenses 3,994 4,280 Other payables 210 79 9,411 5,624 | 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 |
Warrants liability (Tables)
Warrants liability (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Warrants liability | |
Schedule of warrants liability | December 31, June 30, 2023 2023 (In thousands of US Dollars) Warrants liability 2,767 — 2,767 — |
Borrowings (Tables)_2
Borrowings (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Disclosure of detailed information about borrowings [line items] | ||
Schedule of borrowings | December 31, June 30, 2023 2023 Current Non-current Current Non-current (In thousands of US Dollars) Convertible Notes – AgCentral — — 14,281 — Senior Convertible Notes - AgCentral and Nabors Lux — — — 7,134 Shareholder Loan – AgCentral — — 5,531 — Promissory Note – EDF — 5,404 — — — 5,404 19,812 7,134 | 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 |
Schedule of Convertible Notes | Face Total Face Total Face Value value value per note (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) 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 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 4 August 15, 2023 2,500,000 3,839 2,500 5 October 24, 2023 2,500,000 3,931 2,500 18,830 12,500 36,800 25,351 | Face Total Face Total Face Value value value per note (In thousands of (In thousands of Note (AUD) Tranche Issuance Date No. of notes issued AU Dollars) 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 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 |
Schedule of embedded derivative | 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 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 | |
Promissory Note - EDF | ||
Disclosure of detailed information about borrowings [line items] | ||
Schedule of embedded derivative | December 31, June 30, Component Particulars 2023 2023 (In thousands of US Dollars) Embedded derivative Promissory Note – EDF 950 — 950 — | |
Schedule of interest expense | Six Months Ended December 31, 2023 2022 Interest expense by applying effective interest rate Promissory Note – EDF 43 — 43 — | |
Convertible notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Schedule of embedded derivative | December 31, June 30, Component Particulars 2023 2023 (In thousands of US Dollars) Embedded derivative Convertible Note 3 — — Convertible Note 4 — — Convertible Note 5 — 18 Senior Convertible Note — 174 — 192 | |
Schedule of interest expense | Six Months Ended December 31, 2023 2022 Interest expense by applying respective effective interest rate applicable to the tranches Convertible Note 3 431 462 Convertible Note 4 506 471 Convertible Note 5 58 62 Senior Convertible Note 309 — 1,304 995 | |
Shareholder Loan | ||
Disclosure of detailed information about borrowings [line items] | ||
Schedule of interest expense | Six Months Ended December 31, 2023 2022 Interest expense by applying effective interest rate Loans from shareholder – AgCentral 159 118 159 118 |
Interest in other entities (T_2
Interest in other entities (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Interest in other entities | ||
Schedule of Ownership interest in Subsidiaries | Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 Nabors Transition Energy Corp Subsidiary United States 100 % 0 % Neptune Merger Sub, Inc. Subsidiary United States 0 % 100 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 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 % Vast Employee Shareholdings Pty Ltd Subsidiary Australia 100 % 0 % Vast Intermediate HoldCo Pty Ltd Subsidiary Australia 100 % 0 % Vast Australia HoldCo Pty Ltd Subsidiary Australia 100 % 0 % HyFuel Solar Refinery Pty Ltd Subsidiary Australia 100 % 0 % Vast Renewables HoldCo Corp Subsidiary United States 100 % 0 % Vast Renewables Management Services LLC Subsidiary United States 100 % 0 % Vast US Projects HoldCo Corp Subsidiary United States 100 % 0 % El Paso ProjectCo LLC Subsidiary United States 100 % 0 % | Ownership Place of interest Name Type incorporation 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 % |
Schedule of total expenses incurred and invoiced reimbursement receivable from joint operator | 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 | |
Schedule of joint venture | (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 Carrying value of interest in joint venture at June 30, 2023 1,300 Vast recognises its 50% share of profit of the joint venture for the half-year ended December 31, 2023: Legal and consultancy (85) Interest expense & other fees (20) Amortisation & depreciation (11) Other expenses (3) Net loss (119) Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd (10) Foreign exchange differences 30 Carrying value of interest in joint venture at December 31, 2023 1,201 | (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 Vast recognised its 50% share of profit of the joint venture from 15 to June 30, 2022: 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 Vast recognises its 50% share of profit of the joint venture for the year ended June 30, 2023: 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 |
Schedule of commitments and contingent liabilities in respect of joint ventures | December 31, June 30, 2023 2023 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 436 278 | June 30, 2023 2022 (In thousands of US Dollars) Commitment to provide funding for joint venture’s commitments, if called 278 605 |
Summarised statement of financial position for joint venture | June 30, 2023 June 30, 2022 (In thousands of (In thousands of US Dollars) 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 | |
Schedule of summarised statement of profit or loss and other comprehensive income for joint venture | 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) |
Issued capital (Tables)_2
Issued capital (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Issued capital. | ||
Schedule of issued capital | | June 30, 2023 2022 (In thousands of US Dollars) 25,129,140 fully paid ordinary shares 2,354 2,354 Total (In thousands of Number of shares 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 |
Schedule of movements in issued capital | December 31, 2023 (In number of (In thousands of shares) US Dollars) Issuance of shares to employees (1a)(b) 2,301,433 638 Conversion of debt to equity (1c) (2) 15,956,925 208,800 Shares issued to acquire NETC (3) (4) (5) 5,654,616 67,799 PIPE funding (6) 1,715,686 17,506 Shares issued as settlement of transaction expenses (7) 171,569 2,057 Transaction costs accounted for as a deduction from equity ( IAS 32 — (1,536) Movement in Issued capital 25,800,229 295,264 At the Effective Time, Vast issued: (1) As a result of a share consolidation exercise, Vast issued 20,499,999 ordinary shares immediately prior to completion of the SPAC Merger. In a reverse stock split the equity of the merged entity shall reflect the original carrying value of the target’s equity (i.e. Vast) plus the net proceeds received from NETC. Shares issued to Legacy Vast shareholders: (a) 2,036,900 Ordinary Shares issued to MEP Share holders under the MEP Deed dated on or around July 30, 2020, as amended on February 14, 2023 pursuant to the MEP De-SPAC Side Deed. These were exchanged on 1 to 1 basis using carrying value determined just prior to share consolidation exercise. Refer to Note 14 – Reserves for further details; (b) 264,533 Ordinary Shares granted to certain employees of Vast and issued to an employee share trust until such time they are vested, out of the previous MEP share pool, which had not been previously granted to any employees prior to the BCA. Vast consolidates the trust. These shares are treated as treasury shares with Nil carrying value as at December 31, 2023. Refer to Note 14 – Reserves for further details; (c) 18,198,566 Ordinary Shares issued to AgCentral Energy Pty Ltd in exchange for settlement and cancellation of: (i) 25,129,140 Legacy Vast Shares for which AgCentral paid an average price of approximately $ 0.09 per share. On exchange date, the Company recognised the new issued shares at the carrying amount of Legacy Vast Shares from the condensed statement of financial position (including the Capital Contribution Reserve associated to AgCentral, forming part of Vast’s opening reserves as of July 1, 2023), and (ii) convertible notes and other indebtedness of Vast towards AgCentral. On conversion to equity, the Company derecognised the financial liabilities at their carrying amount from the condensed statement of financial position and recognised them as issued capital. This includes the derivative financial liabilities associated with the notes. (2) An aggregate of 1,250,014 Ordinary Shares upon conversion of Senior Convertible Notes held by AgCentral and Nabors Lux. (3) An aggregate of 804,616 Ordinary Shares upon conversion of shares of NETC Class A Common Stock to the holders thereof. Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock (other than Redemption Shares) issued and outstanding immediately prior to the Effective Time were exchanged for a number of Ordinary Shares. This includes 633,250 shares of NETC Class A Common Stock purchased by CAG to satisfy its’ financing obligations. (4) An aggregate of 3,000,000 Ordinary Shares upon conversion of Founder Shares (On March 30, 2021, NETC was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share - the “Founder Shares”) to the holders thereof, and an aggregate of 1,500,000 Ordinary Shares to former members of NETC Sponsor as acceleration of a portion of the Earnback Shares, pursuant to the Nabors Backstop Agreement. Includes and 129,911 Ordinary Shares issued upon conversion of the Founder Shares transferred to CAG prior to the SPAC Merger in connection with CAG’s investments. Pursuant to the CAG Non-Redemption Agreement, CAG agreed not to redeem the shares of NETC’s Class A common stock, in exchange for Nabors agreeing to issue to CAG 129,911 Vast Ordinary Shares. On conversion, the difference between the fair value of the shares issued and net assets/liabilities acquired has been recorded as share based payment expense. Refer to note 19 – Capital reorganization (the “SPAC Merger”) for further information. (5) 350,000 Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement issued as Incremental Funding Commitment Fee. (6) An aggregate of 1,715,686 Ordinary Shares to AgCentral and Nabors Lux pursuant to their respective Equity Subscription Agreements. (7) 171,569 Shares to Guggenheim Securities issued as settlement for transaction expenses, expensed under IFRS 2. |
Reserves (Tables)_2
Reserves (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Reserves | ||
Schedule of reserves | December 31, June 30, 2023 2023 (In thousands of US Dollars) Share-based payment reserve 22,692 4 Capital contribution reserve — 4,591 Foreign currency translation reserve 3,044 3,285 Closing Balance 25,736 7,880 | 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 |
Schedule of movement in capital contribution reserve | 2023 2022 (In thousands of US Dollars) As of July 1 4 4 Add: Fair value of earnout for NETC Sponsor issuable to Nabors 22,576 — Add: Share based payment expense for the period from December 19 to December 31, 2023 112 — As of December 31 22,692 4 | 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 |
Schedule of movement in foreign currency translation reserve | 2023 2022 (In thousands of US Dollars) As of July 1 3,285 2,394 Movement during the year (241) 232 As of December 31 3,044 2,626 | 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 |
Schedule of movement in share-based payment reserve | 2023 2022 (In thousands of US Dollars) As of July 1 4,591 3,452 Interest forgiveness on convertible notes and shareholder loan — 267 Derecognition upon consummation of the BCA (4,591) — Deferred tax impact — (67) As of December 31 — 3,652 | 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 |
Accumulated losses (Tables)
Accumulated losses (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Accumulated losses | ||
Schedule of Movements in accumulated losses | 2023 2022 (In thousands of US Dollars) As of July 1 (39,649) (24,432) Loss during the half-year (281,486) (3,937) As of December 31 (321,135) (28,369) | 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) |
Financial Instruments - Fair_12
Financial Instruments - Fair values and financial risk management (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Financial Instruments-Fair values and financial risk management | ||
Schedule of carrying amounts and fair values of financial liabilities | December 31, 2023 2022 (In thousands of US Dollars) Warrants liability designated at fair value – Level 1 hierarchy (1) 2,767 — NETC Earnouts designated at fair value – Level 3 hierarchy (2) 22,576 — Derivative financial instrument designated at fair value associated with EDF Promissory Note – Level 3 hierarchy (3) 950 — Derivative financial instrument designated at fair value associated with Convertible Notes 3, 4 and 5 and Senior Convertible Notes – Level 3 hierarchy (4) — 27 | June 30, 2023 2022 (In thousands of US Dollars) Derivative financial instrument designated at fair value – Level 3 hierarchy 192 32 |
Schedule of valuation technique used in measuring level 3 fair values for financial instruments measured at fair value as well as significant unobservable inputs | Type Valuation technique Significant unobservable inputs Financial instrument designated at fair value – Level 3 hierarchy Derivative valuations have been determined by a Monte Carlo simulation Risk free rate: 3.90% (2022: not applicable) Volatility: 25% (2022: not applicable) 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: 3.92% (2022: not applicable) 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: not applicable (2022: 3.90%) Volatility: not applicable (2022: 40%) | 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%) |
Schedule of reconciliation of Level 3 fair values | (In thousands of Movements in derivative financial instruments US Dollars) Opening balance as of July 1, 2023 192 Additions – Embedded derivative associated to EDF Promissory Note 5,616 Additions – Embedded derivative associated to Senior Convertible Notes 288 Fair value changes recognised as unrealised loss in profit or loss – Embedded derivative associated with EDF Promissory Note (4,666) Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Senior Convertible Notes 2,334 Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Convertible Notes 3,4 and 5 168,042 Conversion to Issued Capital upon consummation of the BCA - Embedded derivatives associated with Convertible Notes 3,4 and 5 and Senior Convertible Notes (170,856) Closing balance as of December 31, 2023 950 Opening balance as of July 1, 2022 32 Fair value changes recognised as unrealised gain in profit or loss (5) Closing balance as of December 31, 2022 27 | (In thousands of Movements in derivative financial instruments 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 |
Schedule of carrying amounts of the Group's foreign currency denominated monetary assets and monetary | December 31, June 30, 2023 2023 (In thousands) Trade payables EUR 81 17 USD 2,296 66 | June 30, 2023 2022 (In thousands) Trade payables EURO 17 17 USD 66 10 |
Schedule of foreign exchange related amounts recognised in profit or loss and other comprehensive income | Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Amounts recognised in profit or loss Unrealised Currency Gain/(Loss) 58 — Realised Currency Gain/(Loss) (56) (8) 2 (8) | 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 |
Schedule of maturity analysis of financial instruments | As of December 31, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 36 months Promissory Note (5,404) 12,457 — — (12,457) Deferred consideration (976) 1,026 — (1,026) — Trade Payables (9,411) 9,411 (9,411) — — Warrants liability (2,767) — — (2,767) — Lease liabilities (36) 36 (7) (29) — Total non-derivatives (18,594) 22,930 (9,418) (3,822) (12,457) As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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 (5,624) 5,624 (5,624) — — Lease liabilities (54) 57 (7) (50) — Total non-derivatives (33,579) 34,088 (5,631) (28,457) — Derivative financial instruments (192) 192 — (192) — | As of June 30, 2023 (In thousands of US Dollars) Carrying Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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 Total contractual 2 months Beyond amount cash flows or less 3 – 36 months 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) — |
Capital reorganization (the "_2
Capital reorganization (the "SPAC Merger") (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Capital reorganization (the "SPAC Merger") | |
Schedule of condensed financial statements give effect to the SPAC Merger and related transactions | Ordinary Shares issued in exchange for the following (in thousands): NETC Class A Common Stock (b) 805 Backstop Commitment Fee (f) 350 NETC Class F Common Stock (b) 3,000 Accelerated Earnback Shares (f) 1,500 Ordinary Shares issued 5,655 Fair value of Vast shares issued in exchange for NETC shares valued at $11.99 per share $ 67,799 Vast Warrants issued in exchange for NETC warrants (c) 4,129 Shares issued as settlement of transaction expenses (e) 307 Fair value of earnout for NETC Sponsor (g) (h) 22,576 Fair value of share consideration 94,811 Adjusted NETC’s net liabilities upon closing (a) 11,206 Total 106,017 (a) the merger of NETC with and into Neptune Merger Sub Inc., a wholly owned subsidiary of Vast, with NETC surviving the merger as a wholly-owned subsidiary of Vast. The net liabilities of NETC upon closing were as follows: (b) the completion of the Vast pre-closing reorganization, which included the Existing Convertible Note Conversion, the MEP Share Conversion, and the Vast Split Adjustment; the exchange of all outstanding Founder Shares into 3.0 million Ordinary Shares, and all outstanding NETC Class A Shares that were not redeemed by the Class A shareholders into an equivalent number of Ordinary Shares; (c) the exchange of all outstanding NETC Warrants into an equal number of Vast Warrants, with substantially the same terms; (d) the entry into various agreements with CAG, under which CAG committed to invest $7.0 million of PIPE Financing. CAG and Vast agreed that this commitment would be satisfied by CAG’s purchase of Class A common stock of NETC from existing NETC stockholders who previously elected to redeem their shares in connection with the SPAC Merger and whose redemption election would be reversed. The $7.0 million included in Cash has been reflected in Issued Capital of Vast upon consummation of the BCA; (e) the issuance of 171,569 Ordinary Shares to Guggenheim Securities as consideration for its services. A resulting loss of $0.3 million upon consummation of the BCA has been recorded within share based listing expenses; (f) the issuance of 1.5 million Ordinary Shares as Accelerated Earnback Shares pursuant to the Nabors Backstop Agreement and issuance of 350,000 Ordinary Shares as Incremental Funding Commitment Fee pursuant to the October Notes Subscription Agreement. (g) During the Earnout Period, Vast may issue up to an aggregate of 2.4 million additional Ordinary Shares to NETC Sponsor in three equal tranches and up to an aggregate of 1.3 million Ordinary Shares to Legacy Vast shareholders in three equal tranches, upon the occurrence of each Triggering Event. Refer to note 14 – Reserves for further details. (h) Additionally, Vast may also issue 1.5 million Ordinary Shares to Legacy Vast shareholders upon receiving a notice to proceed under a contract for the procurement of a concentrated solar power plant at Port Augusta, in South Australia. Refer to note 14 – Reserves for further information. |
Schedule of net liabilities of NETC | As at December 18, 2023 Assets: Cash 9,203 Prepaid expenses 1,325 Total assets 10,528 Liabilities: Trade and Other Payables 21,525 Income taxes payable 209 Total liabilities 21,734 Total net liabilities (11,206) |
Schedule of the number of Ordinary Shares issued upon closing of the BCA | Shares outstanding upon closing of the BCA Ownership in shares % Legacy Vast shareholders 20,499,999 70.0 % Other 804,616 2.7 % NETC initial stockholders 4,500,000 15.4 % Shares issued to Nabors Lux and AgCentral in connection with financing transactions 3,315,700 11.3 % Shares issued as settlement of transaction expenses 171,569 0.6 % Total shares issued upon closing 29,291,884 100.0 % |
Related party transactions (T_2
Related party transactions (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Related party transactions | ||
Schedule of ownership interests by related party | Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 AgCentral Energy Pty Ltd Parent company Australia 67.2 % 100.0 % Ownership interest Place of December 31, June 30, Name Type incorporation 2023 2023 Nabors Transition Energy Corp Subsidiary United States 100 % 0 % Neptune Merger Sub, Inc. Subsidiary United States 0 % 100 % NWQHPP Pty Ltd Subsidiary Australia 100 % 100 % Solar Methanol 1 Pty Ltd Subsidiary Australia 100 % 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 % Vast Employee Shareholdings Pty Ltd Subsidiary Australia 100 % 0 % Vast Intermediate HoldCo Pty Ltd Subsidiary Australia 100 % 0 % Vast Australia HoldCo Pty Ltd Subsidiary Australia 100 % 0 % HyFuel Solar Refinery Pty Ltd Subsidiary Australia 100 % 0 % Vast Renewables HoldCo Corp Subsidiary United States 100 % 0 % Vast Renewables Management Services LLC Subsidiary United States 100 % 0 % Vast US Projects HoldCo Corp Subsidiary United States 100 % 0 % El Paso ProjectCo LLC Subsidiary United States 100 % 0 % | Place of Ownership interest Name Type incorporation 2023 2022 AgCentral Pty Ltd Parent company Australia — 100 % AgCentral Energy Pty Ltd Parent company Australia 100 % — Place of Ownership interest Name Type 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 % |
Schedule of transactions with related parties | For the Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Lease rental payments made to other related parties 5 21 Loan drawn down from parent entity – subsequently converted to Issued Capital upon consummation of the BCA 12,500 5,023 Loan drawn down from investors – subsequently converted to Issued Capital upon consummation of the BCA 10,000 14,718 Gain on modification of borrowings recognised in the Capital Contribution Reserve — 3,652 Gain on revaluation of derivative financial instruments 170,376 (5) Settlement of all Convertibles Notes, Senior Convertible Notes and Loans from Shareholder upon consummation of the BCA (226,373) — Movement in investment in joint venture (99) 1,424 Share based payment expense for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast. 112 — | 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 |
Schedule of key management personnel compensation | For the Six Months Ended December 31, 2023 2022 (In thousands of US Dollars) Short-term employee benefits 1,151 821 Share based payment expense (1) (2) 672 — Long-term benefits 10 18 1,833 839 (1) Additional value allocated to the MEP shares as discussed in note 14 – Reserves, were recognised at fair value and expensed immediately through profit or loss during the half year ended December 31, 2023, within share based payment expense for $634 thousands (December 31, 2022: Nil ). (2) In addition, the Share based payment expense of $112 thousands for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast, for the half-year ended December 31, 2023 as shown in note 20 (c) above, includes a portion of $37 thousands for the shares granted to key management personnel (December 31, 2022: Nil ). | 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 (i) 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 (ii) 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 (iii) 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 (iv) 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 — (v) 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 |
Schedule of movements in related party debt | 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 | |
Schedule of outstanding balances arising from sales/purchases of goods and services | December 31, June 30, 2023 2023 (In thousands of US Dollars) Trade and other receivables owed from related party – Nabors Lux 2 S.a.r.l. 171 — Trade and other payables owed to related party – Capital Airport Group (150) — Lease liabilities for lease arrangement with related party (36) (54) | June 30, 2023 2022 (In thousands of US Dollars) Lease liabilities for lease arrangement with related party (54) (93) |
Schedule of loans to/(from) related parties | December 31, June 30, 2023 2023 (In thousands of US Dollars) Loan to joint venture 331 225 Loan from shareholder — (5,531) Loans from shareholder – Convertible Note 3 — (8,762) Loans from shareholder – Convertible Note 4 — (4,405) Loans from shareholder – Convertible Note 5 — (1,114) Loans from shareholder – Senior Convertible Note — (2,438) | 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) — |
General information (Details)
General information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Dec. 18, 2023 | Feb. 14, 2023 | Dec. 31, 2023 | |
Ifrs Asset Acquisition [Line Items] | |||
Net assets | $ (11,206) | $ 11,206 | |
Ordinary share price | $ 11.99 | ||
NETC | |||
Ifrs Asset Acquisition [Line Items] | |||
Net assets | $ 11,200 | $ 11,200 | |
Ordinary share price | $ 11,990,000 | $ 11.99 |
Significant accounting polici_9
Significant accounting policies - Additional Information (Details) $ / shares in Units, $ in Thousands, € in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | ||||||||||||
Jan. 12, 2024 USD ($) shares | Dec. 31, 2023 USD ($) MW | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) segment $ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Jan. 12, 2024 AUD ($) | Aug. 15, 2023 USD ($) | Jun. 27, 2023 USD ($) | Apr. 13, 2023 USD ($) | Feb. 15, 2023 USD ($) | Feb. 13, 2023 AUD ($) | Jan. 27, 2023 EUR (€) | Feb. 14, 2022 USD ($) | |
Significant accounting policies | ||||||||||||||
Net loss | $ (281,486) | $ (3,937) | $ (15,217) | $ (6,193) | ||||||||||
Used net cash in operating activities | (27,962) | (2,831) | (9,051) | (4,110) | ||||||||||
Net current liabilities | 7,100 | 23,600 | ||||||||||||
Net total deficit | (2,219) | $ 19,733 | 29,415 | $ 16,228 | $ 13,111 | |||||||||
Loans and convertible promissory notes | 5,400 | $ 19,800 | ||||||||||||
Ordinary shares issued during the year | shares | 681,620 | 0 | 0 | 25,000,000 | ||||||||||
Line of credit | $ 5,000 | |||||||||||||
Maximum amount of funding | € | € 12.4 | |||||||||||||
Proceeds from issuing shares | $ 7,000 | |||||||||||||
Subscription amount | $ 297,618 | $ 2,354 | ||||||||||||
Net present value of remaining cash flow, percentage | 10% | |||||||||||||
Impairment loss | $ 0 | |||||||||||||
Fair value of deferred consideration annual discount rate | 7.28% | |||||||||||||
Acquired percentage of shares | 50% | |||||||||||||
Year-end exchange rate | 0.6630 | 0.6889 | ||||||||||||
Solar 1 | ||||||||||||||
Significant accounting policies | ||||||||||||||
Maximum amount of financial support | $ 110 | |||||||||||||
Capacity of project per 288MWhr | MW | 30 | |||||||||||||
Maximum amount of funding | $ 65 | |||||||||||||
Solar methanol | ||||||||||||||
Significant accounting policies | ||||||||||||||
Maximum amount of funding | $ 19.5 | |||||||||||||
Business Combination Agreement | ||||||||||||||
Significant accounting policies | ||||||||||||||
Ordinary shares issued | shares | 490,179 | |||||||||||||
Subscription amount | $ 5,000 | |||||||||||||
Investments each of shares | $ / shares | $ 1 | |||||||||||||
Additional investment | $ / shares | $ 3 | |||||||||||||
Number of operating segments | segment | 1 | |||||||||||||
Maximum | Business Combination Agreement | ||||||||||||||
Significant accounting policies | ||||||||||||||
Ordinary shares issued | shares | 490,197 | |||||||||||||
Nabors Lux | Business Combination Agreement | ||||||||||||||
Significant accounting policies | ||||||||||||||
Aggregate principal amount | $ 10,000 | $ 5,000 | ||||||||||||
AgCentral Energy | Business Combination Agreement | ||||||||||||||
Significant accounting policies | ||||||||||||||
Aggregate principal amount | $ 10,000 | |||||||||||||
Notes Subscription Agreement | ||||||||||||||
Significant accounting policies | ||||||||||||||
Remaining commitment borrowing | $ 2,500 | |||||||||||||
Notes Subscription Agreement | Nabors Lux | ||||||||||||||
Significant accounting policies | ||||||||||||||
Debt maximum borrowing capacity | $ 5,000 | $ 5,000 | ||||||||||||
Notes Subscription Agreement | AgCentral Energy | ||||||||||||||
Significant accounting policies | ||||||||||||||
Debt maximum borrowing capacity | $ 5,000 | |||||||||||||
Commitment of debt borrowings | 5,000 | $ 2,500 | ||||||||||||
Equity Subscription Agreement | Nabors Lux | ||||||||||||||
Significant accounting policies | ||||||||||||||
Debt maximum borrowing capacity | 15,000 | |||||||||||||
Equity Subscription Agreement | AgCentral Energy | ||||||||||||||
Significant accounting policies | ||||||||||||||
Debt maximum borrowing capacity | $ 30,000 |
Revenue from customers (Detai_2
Revenue from customers (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from customers | ||||
Revenue from customers | $ 328 | $ 208 | $ 268 | $ 163 |
Consulting fees | ||||
Revenue from customers | ||||
Revenue from customers | 326 | 146 | 170 | 140 |
Margin fees | ||||
Revenue from customers | ||||
Revenue from customers | $ 2 | $ 62 | $ 98 | $ 23 |
Revenue from customers - Marg_2
Revenue from customers - Margin fees (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Revenue from customers | ||
Margin fee as percentage on administration and handling fee on procurement of equipment, components and materials on behalf of CSIRO | 10% | 10% |
Grant revenue - R&D tax incen_2
Grant revenue - R&D tax incentives (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Grant revenue | ||||
Refundable R&D tax offset for the year | $ 440 | $ 339 | $ 651 | $ 753 |
R&D tax credit recoveries | $ 440 | $ 339 | $ 651 | $ 753 |
Expenses (Details)_2
Expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Raw materials and consumables used: | ||||
Raw materials and consumables cost | $ 572 | $ 205 | ||
Power and fuel expense | 28 | 36 | ||
Raw materials and consumables used | $ 586 | $ 208 | 600 | 241 |
Consultancy expenses: | ||||
Consulting - Corporate | 926 | 760 | ||
Consulting - Projects | 1,208 | 1,174 | ||
Consultancy expenses | 2,200 | 416 | 2,134 | 1,934 |
Administrative and other expenses: | ||||
Share based payment expenses | 750 | |||
Legal and accounting expenses | 3,781 | 1,050 | 7,151 | 1,163 |
Subscriptions, software and licences | 239 | 137 | ||
Travelling expenses | 253 | 84 | ||
Marketing expenses | 111 | 58 | ||
Other expenses | 954 | 268 | 326 | 176 |
Administrative and other expenses | 5,485 | 1,318 | 8,080 | 1,618 |
Gain/loss on derivative financial instruments | ||||
(Gain)/loss on derivative financial instruments | 164,296 | (5) | (105) | 3 |
Finance costs. | ||||
Interest expense | 1,304 | 995 | 2,166 | 2,091 |
Other | 3 | 67 | ||
Finance costs | 1,509 | 1,154 | 2,518 | 2,119 |
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 | ||
Employee benefits expenses | 2,016 | 1,305 | 2,984 | 2,756 |
Research and development expense | 1,500 | $ 2,130 | ||
AgCentral Energy | ||||
Finance costs. | ||||
Interest expense | 159 | 118 | ||
Nabors Lux and AgCentral Energy | ||||
Finance costs. | ||||
Interest expense | 309 | |||
Interest expense on Promissory Note - EDF | ||||
Finance costs. | ||||
Interest expense | 43 | |||
Interest expense on Convertible Note 3 - AgCentral | ||||
Finance costs. | ||||
Interest expense | 431 | 449 | ||
Interest expense on Convertible Note 4 - AgCentral | ||||
Finance costs. | ||||
Interest expense | 506 | 459 | ||
Interest expense on Convertible Note 5 - AgCentral | ||||
Finance costs. | ||||
Interest expense | 58 | 61 | ||
Senior Convertible Notes | ||||
Finance costs. | ||||
Interest expense | 309 | $ 94 | ||
Convertible Notes And Senior Convertible Notes Issued to AgCentral [Member] | ||||
Gain/loss on derivative financial instruments | ||||
Realised loss on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral | 170,376 | |||
Unrealised gain on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral | $ (5) | |||
NETC Warrants [Member] | ||||
Gain/loss on derivative financial instruments | ||||
Unrealised gain on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral | (1,414) | |||
Interest expense on Promissory Note - EDF | ||||
Gain/loss on derivative financial instruments | ||||
Unrealised gain on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral | $ (4,666) |
Income tax expense (Details)
Income tax expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income tax expense | ||||
Statutory tax rate | 25% | 25% | 25% | 25% |
Unused tax losses | $ 6,200 | $ 12,550 | ||
Current tax expense | $ 0 | |||
Effective tax rate | 0% | |||
Net amount of debt forgiven upon consummation of merger | $ 17,100 |
Trade and other receivables (_3
Trade and other receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2022 | |
Trade and other receivables | |||
Trade receivables | $ 4 | $ 624 | $ 4 |
Goods and Service Tax receivable | 204 | 170 | 77 |
Other receivables | 106 | 171 | |
Total trade and other receivables | $ 314 | $ 965 | $ 81 |
Average credit period | 30 days |
prepaid expenses (Details)
prepaid expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 18, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Prepaid Expenses | ||||
Prepaid insurance | $ 2,566 | $ 29 | ||
Other prepaid expense | 24 | 15 | ||
Prepaid expenses | $ 2,590 | $ 1,325 | $ 44 | $ 31 |
period of insurance cover (in years) | 1 year |
Trade and other payables (Det_2
Trade and other payables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Trade and other payables | |||
Trade payables | $ 5,207 | $ 1,265 | $ 1,041 |
Accrued expenses | 3,994 | 4,280 | 137 |
Advance received for procurement | 366 | ||
Other payables | 210 | 79 | |
Total trade and other payables | 9,411 | $ 5,624 | $ 1,544 |
Accrual for excise tax | $ 2,900 |
Warrants liability (Details)
Warrants liability (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Warrants liability | |
Warrants liability | $ | $ 2,767 |
Total | $ | $ 2,767 |
Maturity term | 5 years |
Redemption price | $ / shares | $ 0.01 |
Threshold price | $ / shares | 18 |
Quoted price | $ / shares | $ 0.10 |
Ordinary shares | |
Warrants liability | |
Shares issuance upon exercise of warrants | 27,529,987 |
Number of ordinary shares entitles in each warrant | 1 |
Exercise price | $ / shares | $ 11.50 |
Ordinary shares | NETC Warrants, condition one | |
Warrants liability | |
Shares issuance upon exercise of warrants | 13,799,987 |
Ordinary shares | NETC Warrants, condition two | |
Warrants liability | |
Shares issuance upon exercise of warrants | 13,730,000 |
Public Warrants | NETC Warrants, condition one | |
Warrants liability | |
Shares issuance upon exercise of warrants | 13,799,987 |
Private Warrants | NETC Warrants, condition two | |
Warrants liability | |
Shares issuance upon exercise of warrants | 13,730,000 |
Borrowings (Details)_2
Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Borrowings | |||
Current borrowings | $ 19,812 | ||
Non-current borrowings | $ 5,404 | 7,134 | $ 15,632 |
Convertible notes | AgCentral Energy | |||
Borrowings | |||
Current borrowings | 14,281 | ||
Convertible Note 3 | |||
Borrowings | |||
Current borrowings | 8,762 | ||
Non-current borrowings | 8,883 | ||
Convertible Note 4 | |||
Borrowings | |||
Current borrowings | 4,405 | ||
Non-current borrowings | 3,937 | ||
Convertible Note 5 | |||
Borrowings | |||
Current borrowings | 1,114 | ||
Non-current borrowings | 1,124 | ||
Senior Convertible Notes | |||
Borrowings | |||
Non-current borrowings | 7,134 | ||
Senior Convertible Notes | Nabors Lux and AgCentral Energy | |||
Borrowings | |||
Non-current borrowings | 7,134 | ||
Shareholder Loan | |||
Borrowings | |||
Current borrowings | 5,531 | ||
Non-current borrowings | $ 1,688 | ||
Shareholder Loan | AgCentral Energy | |||
Borrowings | |||
Current borrowings | $ 5,531 | ||
Promissory Note - EDF | EDF Australia Pacific Pty Ltd | |||
Borrowings | |||
Non-current borrowings | $ 5,404 |
Borrowings - Promissory Note (D
Borrowings - Promissory Note (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |||||||
Dec. 19, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2023 AUD ($) | Dec. 31, 2023 USD ($) | Dec. 19, 2023 EUR (€) | Jun. 30, 2023 AUD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Disclosure of detailed information about borrowings [line items] | ||||||||
Total Face value | $ 36,800 | $ 25,351,000 | $ 29,030 | $ 20,351,000 | ||||
Year-end exchange rate | 0.6630 | 0.6630 | 0.6889 | |||||
Embedded derivative | $ 5,500,000 | 1,000,000 | $ 192,000 | $ 32,000 | ||||
Price per share | $ / shares | $ 11.99 | $ 5.19 | ||||||
Unrealised gain | $ 4,500,000 | |||||||
Promissory Note - EDF | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Embedded derivative | 950,000 | |||||||
Promissory Note - EDF | EDF Australia Pacific Pty Ltd | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Total Face value | $ 10,831,953 | € 10,000,000 | ||||||
Interest rate | 3% | 3% | ||||||
Term | 5 years | |||||||
Debt maturity extension term | 2 years | |||||||
Year-end exchange rate | 10.20 | 10.20 | ||||||
Debt maturity term, along with extension term | 7 years | |||||||
Embedded derivative | $ 950,000 | |||||||
Promissory Note - EDF | EDF Australia Pacific Pty Ltd | Minimum | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Amount of exchangeable borrowings | $ 2,000,000 | |||||||
Promissory Note - EDF | EDF Australia Pacific Pty Ltd | Maximum | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Percentage of equity contribution | 75% | |||||||
Promissory Note - EDF | EDF Australia Pacific Pty Ltd | Maximum | CSP Project | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Threshold amount to be invested | $ 20,000,000 |
Borrowings - Convertible Note_3
Borrowings - Convertible Notes (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 AUD ($) | Dec. 31, 2023 USD ($) | Oct. 24, 2023 AUD ($) NotesSeries | Oct. 24, 2023 USD ($) NotesSeries | Aug. 15, 2023 AUD ($) NotesSeries | Aug. 15, 2023 USD ($) NotesSeries | Jun. 30, 2023 AUD ($) | Jun. 30, 2023 USD ($) | Jun. 27, 2023 AUD ($) NotesSeries | Jun. 27, 2023 USD ($) NotesSeries | Apr. 13, 2023 AUD ($) NotesSeries | Apr. 13, 2023 USD ($) NotesSeries | Feb. 15, 2023 AUD ($) NotesSeries $ / NotesSeries | Feb. 15, 2023 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2021 AUD ($) | Jun. 30, 2021 USD ($) | Apr. 27, 2021 AUD ($) NotesSeries | Apr. 27, 2021 USD ($) NotesSeries | Aug. 11, 2020 AUD ($) NotesSeries $ / NotesSeries | Aug. 11, 2020 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2020 AUD ($) | Jun. 30, 2020 USD ($) | Sep. 25, 2019 AUD ($) NotesSeries | Sep. 25, 2019 USD ($) NotesSeries | Sep. 10, 2019 AUD ($) NotesSeries | Sep. 10, 2019 USD ($) NotesSeries | Jun. 12, 2018 AUD ($) NotesSeries | Jun. 12, 2018 USD ($) NotesSeries | May 28, 2018 AUD ($) NotesSeries | May 28, 2018 USD ($) NotesSeries | May 23, 2018 AUD ($) NotesSeries | May 23, 2018 USD ($) NotesSeries | Mar. 23, 2018 AUD ($) NotesSeries | Mar. 23, 2018 USD ($) NotesSeries | Feb. 26, 2018 AUD ($) NotesSeries | Feb. 26, 2018 USD ($) NotesSeries | Feb. 07, 2018 AUD ($) NotesSeries | Feb. 07, 2018 USD ($) NotesSeries | Jan. 31, 2018 AUD ($) NotesSeries | Jan. 31, 2018 USD ($) NotesSeries | Jan. 18, 2018 AUD ($) NotesSeries $ / NotesSeries | Jan. 18, 2018 USD ($) NotesSeries $ / NotesSeries | Jun. 30, 2017 AUD ($) | Jun. 30, 2017 USD ($) | Nov. 23, 2016 AUD ($) NotesSeries | Nov. 23, 2016 USD ($) NotesSeries | Sep. 15, 2016 AUD ($) NotesSeries | Sep. 15, 2016 USD ($) NotesSeries | Jun. 30, 2016 AUD ($) NotesSeries $ / NotesSeries | Jun. 30, 2016 USD ($) NotesSeries $ / NotesSeries |
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 36,800 | $ 25,351 | $ 29,030 | $ 20,351 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 3.4934 | 3.4934 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 9,863 | $ 6,890 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 26,802 | 26,802 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 9,363 | $ 6,548 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 715 | 715 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 250 | $ 172 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 715 | 715 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 250 | $ 170 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.1768 | 0.1768 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 6,357 | $ 4,651 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 62,216 | 62,216 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,100 | $ 876 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 5,656 | 5,656 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 100 | $ 81 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,312 | 11,312 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 158 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 8,484 | 8,484 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 150 | $ 118 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 25,452 | 25,452 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 450 | $ 347 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,313 | 11,313 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 151 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 7 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 11,313 | 11,313 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 200 | $ 152 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 47,511 | 47,511 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 840 | $ 640 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 9 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 105,602 | 105,602 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,867 | $ 1,280 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 3, tranche 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 70,701 | 70,701 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,250 | $ 848 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.0001 | 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 1,750 | $ 1,310 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 5, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 87,500,000 | 87,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 875 | $ 628 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Convertible Note 5, tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 87,500,000 | 87,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 875 | $ 682 | ||||||||||||||||||||||||||||||||||||||||||||||||
Senior Convertible Notes | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
Face Value per note | $ / NotesSeries | 0.010 | 0.010 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 18,830 | $ 12,500 | $ 11,060 | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note, tranche 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,604 | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note , tranche 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,731 | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan-Senior Convertible Note, tranche 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,725 | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan - Senior Convertible Note, tranche 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,839 | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan - Senior Convertible Note, tranche 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings | ||||||||||||||||||||||||||||||||||||||||||||||||||
No. of notes issued | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Face value | $ 3,931 | $ 2,500 |
Borrowings - Convertible Note_4
Borrowings - Convertible Notes Narratives (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 M NotesSeries $ / shares | Jun. 30, 2023 M NotesSeries $ / shares | |
Loan-Convertible Note 3, 4, 5 | ||
Borrowings | ||
Number of shares on conversion | NotesSeries | 1 | 1 |
Interest rate | 8% | 8% |
Interest payable term | 6 months | 6 months |
Option to settle interest payments in cash or by issuance of additional convertible note, Number of months | 18 | 18 |
Noteholders interest settlement term, number of months | 18 | 18 |
Senior Convertible Notes | ||
Borrowings | ||
Interest rate | 4% | 4% |
Interest payable term | 6 months | 6 months |
Notes conversion, conversion price discount percentage | 25% | 25% |
Conversion price (in dollars per share) | $ / shares | $ 10.20 | $ 10.20 |
Term | 18 months | 18 months |
Borrowings - Embedded derivat_2
Borrowings - Embedded derivative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 19, 2023 | |
Borrowings | |||||
Embedded derivative | $ 1,000 | $ 192 | $ 32 | $ 5,500 | |
Interest expense by applying respective effective interest rate applicable to the tranches | $ 1,304 | $ 995 | $ 2,166 | $ 2,091 | |
Average | |||||
Borrowings | |||||
Interest rate | 22.63% | 25.37% | 24.31% | 25.37% | |
EDF Australia Pacific Pty Ltd | |||||
Borrowings | |||||
Interest expense by applying respective effective interest rate applicable to the tranches | $ 43 | ||||
AgCentral Energy | |||||
Borrowings | |||||
Interest expense by applying respective effective interest rate applicable to the tranches | 159 | $ 118 | |||
Promissory Note - EDF | |||||
Borrowings | |||||
Embedded derivative | 950 | ||||
Interest expense by applying respective effective interest rate applicable to the tranches | $ 43 | ||||
Promissory Note - EDF | Average | |||||
Borrowings | |||||
Interest rate | 17.47% | ||||
Promissory Note - EDF | EDF Australia Pacific Pty Ltd | |||||
Borrowings | |||||
Embedded derivative | $ 950 | ||||
Interest expense by applying respective effective interest rate applicable to the tranches | 43 | ||||
Interest rate | 3% | ||||
Convertible Note 3 | |||||
Borrowings | |||||
Interest expense by applying respective effective interest rate applicable to the tranches | 431 | 462 | $ 950 | $ 1,003 | |
Convertible Note 4 | |||||
Borrowings | |||||
Embedded derivative | 1 | ||||
Interest expense by applying respective effective interest rate applicable to the tranches | 506 | 471 | 995 | 953 | |
Convertible Note 5 | |||||
Borrowings | |||||
Embedded derivative | 18 | 31 | |||
Interest expense by applying respective effective interest rate applicable to the tranches | 58 | $ 62 | 127 | $ 135 | |
Senior Convertible Notes | |||||
Borrowings | |||||
Embedded derivative | 174 | ||||
Interest expense by applying respective effective interest rate applicable to the tranches | $ 309 | $ 94 | |||
Interest rate | 4% | 4% | |||
Shareholder Loan | Average | |||||
Borrowings | |||||
Interest rate | 5.90% | 5.90% | 6.47% | 5.05% |
Borrowings - Loan from shareh_2
Borrowings - Loan from shareholder (Details) $ in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 AUD ($) | Jun. 30, 2022 USD ($) | |
Borrowings | |||||
Proceeds from borrowings | $ 33,333 | $ 3,291 | $ 11,515 | $ 1,838 | |
Loan from shareholder | |||||
Borrowings | |||||
Proceeds from borrowings | 5,500 | $ 4,000 | $ 5.9 | ||
Loan from shareholder | Average | |||||
Borrowings | |||||
Proceeds from borrowings | $ 159 | $ 118 |
Interest in other entities (D_2
Interest in other entities (Details) - item | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Interest in other entities | |||
Number of wholly owned subsidiaries | 14 | 6 | |
Nabors Transition Energy Corp | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% | |
Neptune Merger Sub, Inc. | |||
Interest in other entities | |||
Ownership interest, percentage | 0% | 100% | 0% |
NWQHPP Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 100% |
Solar Methanol 1 Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 0% |
Vast Solar Aurora Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar 1 Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar Consulting Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Employee Shareholdings Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% | |
Vast Intermediate HoldCo Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% | |
Vast Australia HoldCo Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% | |
HyFuel Solar Refinery Pty Ltd | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% | |
Vast Renewables HoldCo Corp | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% | |
Vast Renewables Management Services LLC | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% | |
Vast US Projects HoldCo Corp | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% | |
El Paso ProjectCo LLC | |||
Interest in other entities | |||
Ownership interest, percentage | 100% | 0% |
Interest in other entities - _5
Interest in other entities - Joint venture (Details) - SiliconAurora - USD ($) $ in Thousands | 1 Months Ended | |||
Jun. 15, 2022 | Jul. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | |
Joint venture | ||||
Percentage of ownership interest | 50% | |||
Initial consideration | $ 70 | |||
Deferred consideration | $ 1,580 | |||
Deferred consideration paid | $ 620 | |||
Remaining deferred consideration expected to be paid | $ 960 | $ 960 |
Interest in other entities - _6
Interest in other entities - Joint venture investment (Details) $ in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2023 AUD ($) | Jun. 30, 2023 AUD ($) | |
Joint venture | ||||||
Legal and consultancy | $ (178) | |||||
Employee benefits expenses | $ (2,016) | $ (1,305) | (2,984) | $ (2,756) | ||
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 | 1,300 | |||||
Total Face value | 25,351 | 20,351 | $ 36,800 | $ 29,030 | ||
SiliconAurora | ||||||
Joint venture | ||||||
Initial investment in SiliconAurora Pty Ltd | 69 | |||||
Transaction costs | 56 | |||||
Deferred consideration | 1,578 | |||||
Total consideration | 1,703 | |||||
- Call option issued to shareholder | 96 | |||||
- 50% interest in SiliconAurora Pty Ltd | 1,607 | |||||
Legal and consultancy | (85) | (4) | ||||
Employee benefits expenses | (3) | |||||
Interest expense & other fees | (20) | (2) | ||||
Amortisation & depreciation | (11) | (1) | ||||
Other expenses | (3) | |||||
Net loss | (119) | (10) | ||||
Fair value adjustments on deferred consideration and loan advances to SiliconAurora Pty Ltd | (10) | |||||
Foreign exchange differences | 30 | |||||
Carrying value of interest in joint venture | $ 1,201 | $ 1,300 | $ 1,597 | |||
Loan term | 3 years | 3 years | ||||
SiliconAurora | Interest-free shareholder loan | ||||||
Joint venture | ||||||
Total Face value | $ 330 | $ 230 |
Interest in other entities - _7
Interest in other entities - Commitments and contingent liabilities in respect of joint ventures (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Interest in other entities | |||
Commitment to provide funding for joint venture's commitments, if called | $ 436 | $ 278 | $ 605 |
Estimated fair value of call options | $ 100 | $ 100 |
Issued capital (Details)_2
Issued capital (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Issued capital. | |||||
Fully paid ordinary shares | $ 297,618 | $ 2,354 | |||
Issued capital | $ 297,618 | $ 2,354 | $ 2,354 | $ 2,354 | |
Number of fully paid ordinary shares | 25,129,140 | 25,129,140 | 25,129,140 | 25,129,140 | |
Number of shares issued and fully paid, post merger | 29,291,884 | 29,291,884 | |||
Number of ordinary shares converted | 4,236,782,000 | 2,148,887,000 | 2,149,000 | 2,148,887 |
Issued capital - Ordinary sha_2
Issued capital - Ordinary shares (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Equity: | |
Issuance of shares to employees | $ 638 |
Conversion of debt to equity | 204,209 |
Shares issued to acquire NETC | 67,799 |
Shares issued as settlement of transaction expenses | 2,057 |
Transaction costs accounted for as a deduction from equity | $ (1,536) |
Issued Capital | |
Number of shares | |
Issuance of shares to employees | shares | 2,301,433 |
Conversion of debt to equity | shares | 15,956,925 |
Shares issued to acquire NETC | shares | 5,654,616 |
PIPE funding | shares | 1,715,686 |
Shares issued as settlement of transaction expenses | shares | 171,569 |
Movement in Issued capital | shares | 25,800,229 |
Equity: | |
Issuance of shares to employees | $ 638 |
Conversion of debt to equity | 208,800 |
Shares issued to acquire NETC | 67,799 |
PIPE funding | 17,506 |
Shares issued as settlement of transaction expenses | 2,057 |
Transaction costs accounted for as a deduction from equity | (1,536) |
Movement in Issued capital | $ 295,264 |
Issued capital - Additional inf
Issued capital - Additional information (Details) | 6 Months Ended | 12 Months Ended | ||||
Jan. 12, 2024 shares | Mar. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares shares | Jun. 30, 2023 shares | Jun. 30, 2022 shares | Jun. 30, 2021 $ / shares shares | |
Issued capital | ||||||
Number of shares issued | 681,620 | 0 | 0 | 25,000,000 | ||
Issue price per share | $ / shares | $ 0.01 | |||||
Shares issued as Settlement of Transaction Expenses | ||||||
Issued capital | ||||||
Number of shares issued | 171,569 | |||||
Founder Shares | Common Class F | ||||||
Issued capital | ||||||
Par value of common stock per share | $ / shares | $ 0.0001 | |||||
NETC | ||||||
Issued capital | ||||||
Number of shares issued upon conversion | 29,291,884 | |||||
Number of shares purchased | 633,250 | |||||
BCA, number of shares issued | 3,000,000 | |||||
Number of shares issued to sponsor as acceleration | 1,500,000 | |||||
Number of shares transferred to CAG | 129,911 | |||||
NETC | Equity Subscription Agreements | ||||||
Issued capital | ||||||
Number of shares issued upon conversion | 3,315,700 | |||||
NETC | Shares issued as Settlement of Transaction Expenses | ||||||
Issued capital | ||||||
Number of shares issued upon conversion | 171,569 | |||||
NETC | Founder Shares | Common Class F | ||||||
Issued capital | ||||||
Number of shares issued | 8,625,000 | |||||
Amount funded by NETC | $ | $ 25,000 | |||||
Management Equity Plan Shareholders | ||||||
Issued capital | ||||||
Number of shares issued | 2,036,900 | |||||
Employee | ||||||
Issued capital | ||||||
Number of shares issued | 264,533 | |||||
Legacy vast share holders | ||||||
Issued capital | ||||||
Number of shares issued | 20,499,999 | |||||
Legacy vast share holders | NETC | ||||||
Issued capital | ||||||
Number of shares issued upon conversion | 20,499,999 | |||||
AgCentral Energy | ||||||
Issued capital | ||||||
Number of shares issued | 18,198,566 | |||||
Number of shares cancelled | 25,129,140 | |||||
Issue price per share | $ / shares | $ 0.09 | |||||
Nabors Lux and AgCentral Energy | Backstop Agreement | ||||||
Issued capital | ||||||
Number of shares issued | 350,000 | |||||
Nabors Lux and AgCentral Energy | Equity Subscription Agreements | ||||||
Issued capital | ||||||
Number of shares issued | 1,715,686 | |||||
Nabors Lux and AgCentral Energy | Senior Convertible Notes | ||||||
Issued capital | ||||||
Conversion of debt to equity | 1,250,014 | |||||
Other | NETC | ||||||
Issued capital | ||||||
Number of shares issued upon conversion | 804,616 |
Reserves (Details)_2
Reserves (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Reserves | |||||
Share-based payment reserve | $ 22,692 | $ 4 | $ 4 | $ 4 | $ 4 |
Capital contribution reserve | 4,591 | 3,652 | 4,591 | 3,452 | |
Foreign currency translation reserve | 3,044 | 3,285 | $ 2,626 | 2,394 | $ 1,015 |
Closing Balance | $ 25,736 | $ 7,880 | $ 5,850 |
Reserves - Movement in share-_3
Reserves - Movement in share-based payment reserve (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Reserves | |
Balance as of beginning | $ 4 |
Add: Fair value of earnout for NETC Sponsor issuable to Nabors | 22,576 |
Add: Fair value of earnout for NETC Sponsor issuable to Nabors | 112 |
Balance as of ending | $ 22,692 |
Reserves - Movement in foreig_2
Reserves - Movement in foreign currency translation reserve (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reserves | ||||
Balance as of beginning | $ 3,285 | $ 2,394 | $ 2,394 | $ 1,015 |
Movement during the year | (241) | 232 | 891 | 1,379 |
Balance as of ending | $ 3,044 | $ 2,626 | $ 3,285 | $ 2,394 |
Reserves - Movement in capita_2
Reserves - Movement in capital contribution reserve (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reserves | ||||
Balance as of beginning | $ 4,591 | $ 4,591 | $ 4,591 | $ 3,452 |
Interest forgiveness on convertible notes and shareholder loan | 267 | 1,517 | 2,411 | |
Derecognition upon consummation of the BCA | $ (4,591) | |||
Call option issued to shareholder | (96) | |||
Deferred tax impact | (67) | (378) | (618) | |
Balance as of ending | $ 3,652 | $ 4,591 | $ 4,591 |
Reserves - Movement in share-_4
Reserves - Movement in share-based payment shares (equity settled) (Details) $ / shares in Units, $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | ||||||
Dec. 18, 2023 $ / shares shares | Feb. 14, 2023 AUD ($) $ / shares | Feb. 14, 2023 $ / shares | Dec. 31, 2023 AUD ($) D MW shares | Dec. 31, 2023 USD ($) D $ / shares MW shares | Jun. 30, 2021 shares $ / shares | Jun. 30, 2021 shares $ / shares | Jun. 30, 2023 shares | |
MEP shares (equity settled) | ||||||||
Plan pool limit (in shares) | shares | 100 | 100 | ||||||
Number of shares issued under MEP (in shares) | shares | 80 | 80 | ||||||
Fair value of shares issued under MEP (in dollars per share) | $ / shares | $ 70 | $ 70 | ||||||
Cash proceeds received for shares issued under MEP (in dollars per share) | $ / shares | $ 10 | $ 10 | ||||||
Expected price volatility of the company's shares (as a percent) | 40% | |||||||
Share price | $ / shares | $ 11.99 | |||||||
Management Equity Plan | ||||||||
MEP shares (equity settled) | ||||||||
Number of shares cancelled under MEP (in shares) | 5 | |||||||
Number of shares issued under MEP (in shares) | 75 | |||||||
Number of ordinary shares issued for empolyees | shares | 2,036,900 | 2,036,900 | ||||||
Number of ordinary shares for each MEP | shares | 26,453 | 26,453 | ||||||
Number of MEP shares for which additional shares issued | 5 | 5 | ||||||
Number of additional ordinary shares for each 5 MEP shares | shares | 10,581 | 10,581 | ||||||
Share based payment expense | $ 600,000 | |||||||
Employee Share Plan | ||||||||
MEP shares (equity settled) | ||||||||
Number of ordinary shares issued for empolyees | shares | 264,533 | |||||||
Share based payment expense | 100,000 | |||||||
Treasury shares carrying value | $ 0 | |||||||
Share price | $ / shares | $ 11.99 | |||||||
Disposal restriction period | 12 months | 12 months | ||||||
Minimum | ||||||||
MEP shares (equity settled) | ||||||||
Underlying asset value | $ 1 | |||||||
Exercise price | $ 6.9 | |||||||
Risk-free interest rate (as a percent) | 0.25% | |||||||
Maximum | ||||||||
MEP shares (equity settled) | ||||||||
Underlying asset value | $ 4 | |||||||
Exercise price | $ 8.3 | |||||||
Risk-free interest rate (as a percent) | 0.26% | |||||||
NETC | ||||||||
MEP shares (equity settled) | ||||||||
Share price | $ / shares | $ 11,990,000 | $ 11.99 | ||||||
NETC | NETC Earnouts | ||||||||
MEP shares (equity settled) | ||||||||
Number of shares issuable | shares | 2,400,000 | 2,400,000 | ||||||
NETC | Risk free rate | NETC Earnouts | ||||||||
MEP shares (equity settled) | ||||||||
Significant unobservable inputs | 3.90% | 3.90% | ||||||
NETC | Volatility | NETC Earnouts | ||||||||
MEP shares (equity settled) | ||||||||
Significant unobservable inputs | 25% | 25% | ||||||
NETC | Share price | NETC Earnouts | ||||||||
MEP shares (equity settled) | ||||||||
Significant unobservable inputs | 11.99% | 11.99% | ||||||
NETC | Minimum | ||||||||
MEP shares (equity settled) | ||||||||
Underlying asset fair value of earnout shares issuable | $ 1 | |||||||
NETC | Maximum | ||||||||
MEP shares (equity settled) | ||||||||
Underlying asset fair value of earnout shares issuable | $ 4 | |||||||
Where the sale price of share is AUD$10 million or less | ||||||||
MEP shares (equity settled) | ||||||||
Management's share of exit proceeds (as a percent) | 25% | |||||||
Where the sale price of share is above AUD$10 million | ||||||||
MEP shares (equity settled) | ||||||||
Management's share of exit proceeds (as a percent) | 33.33% | |||||||
Triggering Event I | NETC | ||||||||
MEP shares (equity settled) | ||||||||
Threshold volume weighted average closing sale price | $ / shares | $ 12.50 | |||||||
Number of trading days | D | 20 | 20 | ||||||
Number of consecutive trading days | D | 30 | 30 | ||||||
Triggering Event II | NETC | ||||||||
MEP shares (equity settled) | ||||||||
Threshold volume weighted average closing sale price | $ / shares | 15 | |||||||
Number of trading days | D | 20 | 20 | ||||||
Number of consecutive trading days | D | 30 | 30 | ||||||
Triggering Event III | NETC | ||||||||
MEP shares (equity settled) | ||||||||
Threshold volume weighted average closing sale price | $ / shares | $ 17.50 | |||||||
Number of trading days | D | 20 | 20 | ||||||
Number of consecutive trading days | D | 30 | 30 | ||||||
Triggering Event IV | NETC | ||||||||
MEP shares (equity settled) | ||||||||
Capacity of project per 288MWhr | MW | 30 | 30 | ||||||
Triggering Event IV | NETC | Agcentral | ||||||||
MEP shares (equity settled) | ||||||||
Number of shares issuable | shares | 2,799,999 | 2,799,999 |
Accumulated losses (Details)
Accumulated losses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated losses | ||||
Balance at beginning | $ (39,649) | $ (24,432) | $ (24,432) | $ (18,239) |
Loss during the half-year | (281,486) | (3,937) | (15,217) | (6,193) |
Balance at ending | $ (321,135) | $ (28,369) | $ (39,649) | $ (24,432) |
Financial Instruments - Fair_13
Financial Instruments - Fair values and financial risk management - Carrying amounts and fair values of financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | $ (13,943) | ||||
Derivatives | Level 3 | |||||
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | $ 950 | $ 192 | $ 27 | 32 | $ 33 |
Designated at fair value | Warrants liability | Level 1 | |||||
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | 2,767 | ||||
Designated at fair value | NETC Earnouts | Level 3 | |||||
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | 22,576 | ||||
Designated at fair value | Derivatives | Level 3 | |||||
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | $ 950 | $ 192 | $ 32 | ||
Designated at fair value | Derivatives | Convertible Notes 3, 4 and 5 and Senior Convertible Notes | Level 3 | |||||
Financial Instruments-Fair values and financial risk management | |||||
Financial liabilities | $ 27 |
Financial Instruments - Fair_14
Financial Instruments - Fair values and financial risk management - Valuation technique and significant unobservable inputs (Details) | Dec. 31, 2023 USD ($) | Dec. 18, 2023 | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) |
Financial Instruments-Fair values and financial risk management | |||||
Significant unobservable inputs | 40 | ||||
Increase (decrease) in financial instrument due to increase in risk assumption | $ 190,000 | $ 10,000 | $ 0 | $ 10,000 | |
Risk free rate | |||||
Financial Instruments-Fair values and financial risk management | |||||
Significant unobservable inputs | 3.92 | 4.57 | 2.58 | ||
Percentage of reasonable possible increase in risk assumption | 10% | 10% | 10% | 10% | |
Risk free rate | NETC Earnouts | |||||
Financial Instruments-Fair values and financial risk management | |||||
Significant unobservable inputs | 3.90 | ||||
Volatility | |||||
Financial Instruments-Fair values and financial risk management | |||||
Significant unobservable inputs | 40 | 40 | 40 | ||
Percentage of reasonable possible increase in risk assumption | 10% | 10% | 10% | ||
Volatility | NETC Earnouts | |||||
Financial Instruments-Fair values and financial risk management | |||||
Significant unobservable inputs | 25 | ||||
Volatility | Derivatives | |||||
Financial Instruments-Fair values and financial risk management | |||||
Significant unobservable inputs | 40 |
Financial Instruments - Fair_15
Financial Instruments - Fair values and financial risk management - Reconciliation of fair value (Details) | 6 Months Ended | 12 Months Ended | ||||
Dec. 19, 2023 $ / shares | Dec. 18, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Financial Instruments-Fair values and financial risk management | ||||||
Balance at beginning | $ (13,943,000) | $ (13,943,000) | ||||
Balance at ending | $ (13,943,000) | |||||
Share price | $ / shares | $ 11.99 | |||||
Significant unobservable inputs | 40 | |||||
Level 3 | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Transfers from Level 3 fair values | $ 0 | |||||
Risk free rate | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Significant unobservable inputs | 3.92 | 4.57 | 2.58 | |||
Volatility | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Significant unobservable inputs | 40 | 40 | 40 | |||
Derivatives | Level 3 | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Balance at beginning | $ 192,000 | $ 32,000 | $ 32,000 | $ 33,000 | ||
Additions | 5,616,000 | 173,000 | ||||
Fair value changes recognised in profit and loss | (4,666,000) | (5,000) | (9,000) | 2,000 | ||
Exchange differences | (4,000) | (3,000) | ||||
Balance at ending | 950,000 | $ 27,000 | $ 192,000 | $ 32,000 | ||
Derivatives | Volatility | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Significant unobservable inputs | 40 | |||||
Derivatives | Convertible Notes 3, 4 and 5 and Senior Convertible Notes | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Share price | $ / shares | $ 11.99 | |||||
Derivatives | Convertible Notes 3, 4 and 5 and Senior Convertible Notes | Level 3 | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Conversion to Issued Capital upon consummation of the BCA - Embedded derivatives associated with Convertible Notes 3,4 and 5 and Senior Convertible Notes | (170,856,000) | |||||
Derivatives | Convertible Notes 3, 4 and 5 and Senior Convertible Notes | Risk free rate | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Significant unobservable inputs | 3.90 | |||||
Derivatives | Convertible promissory Note 3, 4 and 5 | Level 3 | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Fair value changes recognised in profit and loss | 168,042,000 | |||||
Derivatives | Convertible promissory Note 3, 4 and 5 | Risk free rate | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Significant unobservable inputs | 5.63 | |||||
Derivatives | Senior Convertible Notes | Level 3 | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Additions | 288,000 | |||||
Fair value changes recognised in profit and loss | $ 2,334,000 | |||||
Derivatives | Senior Convertible Notes | Risk free rate | ||||||
Financial Instruments-Fair values and financial risk management | ||||||
Significant unobservable inputs | 5.15 |
Financial Instruments - Fair_16
Financial Instruments - Fair values and financial risk management - Exposure to foreign currency risk (Details) - Currency risk - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
EUR | |||
Financial Instruments-Fair values and financial risk management | |||
Risk exposure on liabilities | $ 81 | $ 17 | $ 17 |
USD | |||
Financial Instruments-Fair values and financial risk management | |||
Risk exposure on liabilities | $ 2,296 | $ 66 | $ 10 |
Financial Instruments - Fair_17
Financial Instruments - Fair values and financial risk management - Amounts recognised in profit or loss and other comprehensive income (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Financial Instruments-Fair values and financial risk management | ||||
Unrealised Currency Gain/(Loss) | $ 58 | $ 14 | $ 2 | |
Realised Currency Gain/(Loss) | (56) | $ (8) | 1 | (1) |
Foreign Currency Gain (Loss) recognized in profit or loss and other comprehensive income | $ 2 | $ (8) | $ 15 | $ 1 |
Financial Instruments - Fair_18
Financial Instruments - Fair values and financial risk management - Credit risk (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Financial Instruments-Fair values and financial risk management | |||||
Cash and cash equivalents | $ 16,509 | $ 2,060 | $ 213 | $ 423 | $ 3,098 |
Financial Instruments - Fair_19
Financial Instruments - Fair values and financial risk management - Liquidity risk (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | $ (13,943) | ||
Total contractual cash flows | 12,851 | ||
3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (12,851) | ||
Total non-derivatives | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | $ (18,594) | $ (33,579) | (18,846) |
Total contractual cash flows | 34,088 | 17,988 | |
Total contractual cash flows, derivative financial instruments | 22,930 | ||
Total non-derivatives | 2 months or less | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (5,631) | (1,550) | |
Total contractual cash flows, derivative financial instruments | (9,418) | ||
Total non-derivatives | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (28,457) | (16,438) | |
Total contractual cash flows, derivative financial instruments | (3,822) | ||
Total non-derivatives | Beyond 36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, derivative financial instruments | (12,457) | ||
Interest expense on Promissory Note - EDF | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (5,404) | ||
Total contractual cash flows | 12,457 | ||
Interest expense on Promissory Note - EDF | Beyond 36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (12,457) | ||
Deferred consideration | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (976) | (955) | (1,578) |
Total contractual cash flows | 1,026 | 995 | 1,653 |
Deferred consideration | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (1,026) | (995) | (1,653) |
Trade Payables | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (9,411) | (5,624) | (1,543) |
Total contractual cash flows | 9,411 | 5,624 | 1,543 |
Trade Payables | 2 months or less | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (9,411) | (5,624) | (1,543) |
Warrants liability | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (36) | ||
Total contractual cash flows | 36 | ||
Warrants liability | 2 months or less | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (7) | ||
Warrants liability | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (29) | ||
Lease liabilities | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (2,767) | (54) | (93) |
Total contractual cash flows | 57 | 103 | |
Lease liabilities | 2 months or less | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (7) | (7) | |
Lease liabilities | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | $ (2,767) | (50) | (96) |
Loan from shareholder | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (5,531) | (1,689) | |
Total contractual cash flows | 5,704 | 1,838 | |
Loan from shareholder | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (5,704) | (1,838) | |
Convertible notes | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (21,415) | ||
Total contractual cash flows | 21,708 | ||
Convertible notes | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, non-derivative financial instruments | (21,708) | ||
Derivative financial instruments | |||
Financial Instruments-Fair values and financial risk management | |||
Carrying amount | (192) | (32) | |
Total contractual cash flows, derivative financial instruments | 192 | 32 | |
Derivative financial instruments | 3-36 months | |||
Financial Instruments-Fair values and financial risk management | |||
Total contractual cash flows, derivative financial instruments | $ (192) | $ (32) |
Financial Instruments - Fair_20
Financial Instruments - Fair values and financial risk management - Liquidity risk narration (Details) | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | |
Senior Convertible Notes | ||
Financial Instruments-Fair values and financial risk management | ||
Interest rate | 4% | 4% |
Liquidity risk | ||
Financial Instruments-Fair values and financial risk management | ||
Interest rate | 3% | |
Liquidity risk | Convertible notes 3, 4 and 5 | ||
Financial Instruments-Fair values and financial risk management | ||
Interest rate | 8% | |
Interest payment period | 6 months | |
Liquidity risk | Senior Convertible Notes | ||
Financial Instruments-Fair values and financial risk management | ||
Interest rate | 4% | |
Interest payment period | 6 months |
Contingent assets, liabilitie_4
Contingent assets, liabilities & commitment (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 07, 2023 item MW | Dec. 31, 2023 MW | Jun. 30, 2023 USD ($) | Jun. 30, 2021 MW | |
Contingent assets, liabilities & commitment | ||||
Power capacity of funded concentrated solar thermal power | 30 | |||
Joint Development Agreement, Number Of Appointees To Steering Committee From Each Party | item | 2 | |||
Joint Development Agreement, Automatic Termination, Number Of Years From Closing Date Of Note Purchase Agreement | 7 years | |||
Joint Development Agreement, Automatic Termination, Minimum Expected Nameplate Capacity Of An Approved Project Considered | 200 | |||
Margin fee percentage on supply margin on qualifying equipment sales | 8.50% | |||
Contingent liabilities | $ | $ 0 | |||
Vast solar 3 | ||||
Contingent assets, liabilities & commitment | ||||
Proposed Capacity Of Facility | 150 | |||
EDF Australia Pacific Pty Ltd [Member] | ||||
Contingent assets, liabilities & commitment | ||||
Joint Development Agreement, Investment As A Percentage Of Equity Capital For An Approved Project, Maximum | 75% | |||
Joint Development Agreement, Investment As A Percentage Of Equity Capital For Specified Projects, Maximum | 75% | |||
CSP Technology [Member] | ||||
Contingent assets, liabilities & commitment | ||||
Percentage Of Ownership Interest To Be Held, Considered For Consent For Change Of Control To Not Be Unreasonably Withheld Or Delayed | 100% |
Subsequent Events (Details)_2
Subsequent Events (Details) $ in Thousands, € in Millions, $ in Millions | 12 Months Ended | |||||||||
Jan. 12, 2024 USD ($) shares | Sep. 18, 2023 USD ($) shares | Sep. 07, 2023 item | Aug. 15, 2023 USD ($) | Jun. 30, 2023 shares | Jun. 30, 2022 shares | Jun. 30, 2021 shares | Feb. 14, 2024 AUD ($) | Sep. 18, 2023 EUR (€) | Jan. 31, 2023 AUD ($) | |
Subsequent Events | ||||||||||
Ordinary shares issued during the year | shares | 681,620 | 0 | 0 | 25,000,000 | ||||||
Parent | Subsequent Events | ||||||||||
Subsequent Events | ||||||||||
Funding agreements | € | € 12.4 | |||||||||
Senior Secured Convertible Notes Subscription Agreement | Parent | Subsequent Events | ||||||||||
Subsequent Events | ||||||||||
Ordinary shares issued during the year | shares | 681,620 | |||||||||
Amount funded | $ 2.5 | |||||||||
Aggregate commitment amount | $ 7 | $ 5 | ||||||||
New Wholly Owned Subsidiaries Established | Parent | Subsequent Events | ||||||||||
Subsequent Events | ||||||||||
Funding agreements | $ 40,000 | |||||||||
Number of new wholly owned subsidiaries established | item | 2 | |||||||||
Subscription Agreement with Canberra Airport Group | Parent | ||||||||||
Subsequent Events | ||||||||||
Funding agreements | $ 19,480 | |||||||||
Subscription Agreement with Canberra Airport Group | Parent | Subsequent Events | ||||||||||
Subsequent Events | ||||||||||
Number of shares issued, first issue | shares | 490,179 | |||||||||
Value of shares issued, first issue | $ 5 | |||||||||
Number of shares issued, second issue | shares | 490,197 | |||||||||
Value of shares issued, second issue | $ 5 | |||||||||
Nabors Backstop Agreement | Subsequent Events | ||||||||||
Subsequent Events | ||||||||||
Period of capital raise to complete | 3 months |
Capital reorganization (the "_3
Capital reorganization (the "SPAC Merger") (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Dec. 18, 2023 | Feb. 14, 2023 | Dec. 31, 2023 | |
Capital reorganization (the "SPAC Merger") | |||
Share based listing expenses | $ 106,017 | ||
Ordinary share price | $ 11.99 | ||
Share consideration | 94,811 | ||
Net assets | $ (11,206) | 11,206 | |
Assets acquired | 106,017 | ||
Fair value of the Earnout Shares | 22,576 | ||
NETC | |||
Capital reorganization (the "SPAC Merger") | |||
Share based listing expenses | $ 106,000 | ||
Ordinary share price | $ 11,990,000 | $ 11.99 | |
Share consideration | $ 94,800 | ||
Net assets | $ 11,200 | 11,200 | |
Assets acquired | $ 106,000 | ||
Fair value of the Earnout Shares | $ 22,600 |
Capital reorganization (the "_4
Capital reorganization (the "SPAC Merger") - Related transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Dec. 18, 2023 | Feb. 14, 2023 | Dec. 31, 2023 | |
Ordinary Shares issued in exchange for the following (in thousands): | |||
Backstop Commitment Fee (f) | 350,000 | ||
Ordinary Shares issued | 5,655,000 | ||
Fair value of Vast shares issued in exchange for NETC shares valued at $11.99 per share | 67,799,000 | ||
Vast Warrants issued in exchange for NETC warrants (c) | $ 4,129 | ||
Shares issued as settlement of transaction expenses (e) | 307 | ||
Fair value of the Earnout Shares | 22,576 | ||
Fair value of share consideration | 94,811 | ||
Net assets | $ (11,206) | 11,206 | |
Total | $ 106,017 | ||
Ordinary share price | $ 11.99 | ||
NETC Class A Common Stock | |||
Ordinary Shares issued in exchange for the following (in thousands): | |||
Backstop Commitment Fee (f) | 805,000 | ||
NETC Class F Common Stock | |||
Ordinary Shares issued in exchange for the following (in thousands): | |||
Backstop Commitment Fee (f) | 3,000,000 | ||
Accelerated Earnback Share | |||
Ordinary Shares issued in exchange for the following (in thousands): | |||
Backstop Commitment Fee (f) | 1,500,000 | ||
Ordinary Shares issued | 350,000 | ||
NETC | |||
Ordinary Shares issued in exchange for the following (in thousands): | |||
Fair value of the Earnout Shares | $ 22,600 | ||
Fair value of share consideration | 94,800 | ||
Net assets | $ 11,200 | $ 11,200 | |
Total | $ 106,000 | ||
Ordinary share price | $ 11,990,000 | $ 11.99 |
Capital reorganization (the "_5
Capital reorganization (the "SPAC Merger") - Net liabilities of NETC (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 18, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Assets | ||||
Cash | $ 9,203 | |||
Prepaid expenses | $ 2,590 | 1,325 | $ 44 | $ 31 |
Total assets | 22,124 | 10,528 | 4,656 | 2,989 |
Liabilities | ||||
Trade and other payables | 9,411 | 21,525 | 5,624 | 1,544 |
Income taxes payable | 209 | |||
Total liabilities | 19,905 | 21,734 | $ 34,071 | $ 19,217 |
Total net liabilities | 11,206 | (11,206) | ||
NETC | ||||
Liabilities | ||||
Total net liabilities | $ 11,200 | $ 11,200 |
Capital reorganization (the "_6
Capital reorganization (the "SPAC Merger") - Purchase consideration narratives (Details) $ in Thousands | 6 Months Ended | |
Sep. 18, 2023 USD ($) | Dec. 31, 2023 USD ($) tranche shares | |
Capital reorganization (the "SPAC Merger") | ||
Share based listing expenses | $ 106,017 | |
Ordinary Shares issued | shares | 5,655,000 | |
Ordinary Shares as Incremental Funding Commitment Fee | shares | 350,000 | |
Accelerated Earnback Share | ||
Capital reorganization (the "SPAC Merger") | ||
Share based listing expenses | $ 1,500 | |
Ordinary Shares issued | shares | 350,000 | |
Ordinary Shares as Incremental Funding Commitment Fee | shares | 1,500,000 | |
Guggenheim Securities | ||
Capital reorganization (the "SPAC Merger") | ||
Shares issued for services | shares | 171,569 | |
Share based listing expenses | $ 300 | |
NETC Sponsors | ||
Capital reorganization (the "SPAC Merger") | ||
Number of tranches for issuance of ordinary shares | tranche | 3 | |
Legacy vast share holders | ||
Capital reorganization (the "SPAC Merger") | ||
Share based listing expenses | $ 1,500 | |
Number of tranches for issuance of ordinary shares | 1,300 | |
Canberra Airport Group | ||
Capital reorganization (the "SPAC Merger") | ||
Committed to invest amount in equity financing by related party | 7,000 | |
Canberra Airport Group | NETC Sponsors | ||
Capital reorganization (the "SPAC Merger") | ||
Committed to invest amount in equity financing by related party | $ 7,000 | |
NETC | ||
Capital reorganization (the "SPAC Merger") | ||
Founder share exchanged into ordinary shares | shares | 3,000,000 | |
Share based listing expenses | $ 106,000 | |
NETC | Legacy vast share holders | ||
Capital reorganization (the "SPAC Merger") | ||
Share based listing expenses | $ 2,400 |
Capital reorganization (the "_7
Capital reorganization (the "SPAC Merger") - Other Narratives (Details) $ / shares in Units, $ in Thousands, $ in Thousands, € in Millions | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 18, 2023 USD ($) $ / shares | Dec. 18, 2023 EUR (€) | Feb. 14, 2023 $ / shares | Dec. 31, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 AUD ($) | Dec. 31, 2023 AUD ($) | Dec. 31, 2023 USD ($) | Dec. 07, 2023 USD ($) | Jun. 30, 2023 AUD ($) | Jun. 30, 2023 USD ($) | |
Capital reorganization (the "SPAC Merger") | ||||||||||||
Ordinary share price | $ / shares | $ 11.99 | |||||||||||
Total Face value | $ 36,800 | $ 25,351 | $ 29,030 | $ 20,351 | ||||||||
Value of shares issued | $ 17,506 | $ 0 | $ 0 | $ 250 | ||||||||
EDF Note Purchase Agreement | ||||||||||||
Capital reorganization (the "SPAC Merger") | ||||||||||||
Value of shares issued | $ 10,900 | € 10 | ||||||||||
Nabors Lux | ||||||||||||
Capital reorganization (the "SPAC Merger") | ||||||||||||
Maximum Number of Shares to to be Issued | 15,000 | |||||||||||
Total Face value | 12,500 | |||||||||||
Nabors Lux | Notes Subscription Agreement | ||||||||||||
Capital reorganization (the "SPAC Merger") | ||||||||||||
Maximum Number of Shares to to be Issued | 30,000 | |||||||||||
Ordinary share price | $ / shares | $ 10,200,000 | |||||||||||
Value of shares issued | $ 10,000 | |||||||||||
Agcentral Energ | Notes Subscription Agreement | ||||||||||||
Capital reorganization (the "SPAC Merger") | ||||||||||||
Maximum Number of Shares to to be Issued | 5,000 | |||||||||||
Total Face value | $ 12,500 | |||||||||||
Value of shares issued | 7,500 | |||||||||||
Nabors Lux and AgCentral | PIPE Financing | Notes Subscription Agreement | ||||||||||||
Capital reorganization (the "SPAC Merger") | ||||||||||||
Value of shares issued | $ 22,500 | |||||||||||
Nabors Lux and AgCentral | Nabors Backstop Agreement | ||||||||||||
Capital reorganization (the "SPAC Merger") | ||||||||||||
Maximum Number of Shares to to be Issued | $ 10,000 | |||||||||||
NETC | ||||||||||||
Capital reorganization (the "SPAC Merger") | ||||||||||||
Ordinary share price | $ / shares | $ 11,990,000 | $ 11.99 |
Capital reorganization (the "_8
Capital reorganization (the "SPAC Merger") - Ordinary Shares issued (Details) - NETC | Dec. 31, 2023 shares |
Capital reorganization (the "SPAC Merger") | |
Total shares issued upon closing | 29,291,884 |
Ownership in shares % | 100% |
Equity Subscription Agreements [Member] | |
Capital reorganization (the "SPAC Merger") | |
Total shares issued upon closing | 3,315,700 |
Ownership in shares % | 11.30% |
Shares issued as Settlement of Transaction Expenses | |
Capital reorganization (the "SPAC Merger") | |
Total shares issued upon closing | 171,569 |
Ownership in shares % | 0.60% |
Legacy vast share holders | |
Capital reorganization (the "SPAC Merger") | |
Total shares issued upon closing | 20,499,999 |
Ownership in shares % | 70% |
Other | |
Capital reorganization (the "SPAC Merger") | |
Total shares issued upon closing | 804,616 |
Ownership in shares % | 2.70% |
NETC initial stockholders | |
Capital reorganization (the "SPAC Merger") | |
Total shares issued upon closing | 4,500,000 |
Ownership in shares % | 15.40% |
Related party transactions - _2
Related party transactions - Ownership interests (Details) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Parent | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | |
Ownership interest, percentage | 67.20% | 100% | |
Nabors Transition Energy Corp | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% | |
Neptune Merger Sub, Inc | |||
Related party transactions | |||
Ownership interest, percentage | 0% | 100% | 100% |
NWQHPP Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | |
Solar Methanol 1 Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar Aurora Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar 1 Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | 100% |
Vast Solar Consulting Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 100% | |
Vast Employee Shareholdings Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% | |
Vast Intermediate HoldCo Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% | |
Vast Australia HoldCo Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% | |
HyFuel Solar Refinery Pty Ltd | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% | |
Vast Renewables HoldCo Corp | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% | |
Vast Renewables Management Services LLC | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% | |
Vast US Projects HoldCo Corp | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% | |
El Paso ProjectCo LLC | |||
Related party transactions | |||
Ownership interest, percentage | 100% | 0% |
Related party transactions -T_2
Related party transactions -Transactions with other related parties (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jan. 12, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related party transactions | ||||||
Lease rental payments made to other related parties | $ 5 | $ 21 | $ 43 | $ 44 | ||
Gain on modification of borrowings recognised in the Capital contribution reserve | 3,652 | 1,139 | 1,697 | |||
Gain on revaluation of derivative financial instruments | 170,376 | (5) | (105) | (3) | ||
Settlement of all Convertibles Notes, Senior Convertible Notes and Loans from Shareholder upon consummation of the BCA | (226,373) | |||||
Movement in investment in joint venture | (99) | 1,424 | $ (242) | $ 1,712 | ||
Share based payment expense for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast. | 634 | 0 | ||||
Number of shares issued | 681,620 | 0 | 0 | 25,000,000 | ||
Parent | ||||||
Related party transactions | ||||||
Loan | 12,500 | 5,023 | $ 4,015 | $ 1,838 | ||
Investors | ||||||
Related party transactions | ||||||
Loan | $ 10,000 | $ 14,718 | $ 9,348 | $ 2,091 | ||
Employee | ||||||
Related party transactions | ||||||
Number of shares issued | 264,533 | |||||
Employee | ||||||
Related party transactions | ||||||
Share based payment expense for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast. | $ 112 | |||||
Number of shares issued | 264,533 | 264,533 |
Related party transactions - _3
Related party transactions - Key management personnel compensation (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related party transactions | ||||
Short-term employee benefits | $ 1,151 | $ 821 | $ 1,775 | $ 1,130 |
Share based payment expense | 672 | |||
Long-term benefits | 10 | 18 | 27 | 10 |
Total | $ 1,833 | $ 839 | $ 1,802 | $ 1,140 |
Related party transactions - _4
Related party transactions - Outstanding balances arising from sales/purchases of goods and services (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Disclosure of transactions between related parties [line items] | |||
Lease liabilities for lease arrangement with related party | $ (36) | $ (54) | $ (93) |
Nabors Lux 2 S.a.r.l | |||
Disclosure of transactions between related parties [line items] | |||
Trade and other receivables | 171 | ||
Capital Airport Group | |||
Disclosure of transactions between related parties [line items] | |||
Trade and other payables | $ (150) |
Related party transactions - _5
Related party transactions - Loans to/(from) related parties (Details) - Related parties - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Related party transactions | |||
Loans to joint venture | $ 331 | $ 225 | $ 43 |
Convertible Note 3 | |||
Related party transactions | |||
Loans from shareholder | (8,762) | (8,883) | |
Convertible Note 4 | |||
Related party transactions | |||
Loans from shareholder | (4,405) | (3,936) | |
Convertible Note 5 | |||
Related party transactions | |||
Loans from shareholder | (1,114) | (1,124) | |
Senior Convertible Notes | |||
Related party transactions | |||
Loans from shareholder | (2,438) | ||
Loan from shareholder | |||
Related party transactions | |||
Loans from shareholder | $ (5,531) | $ (1,688) |
Related party transactions - Ad
Related party transactions - Additional information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jan. 12, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disclosure of transactions between related parties [line items] | ||||||
Share based payment expense | $ 634 | $ 0 | ||||
Ordinary shares issued during the year | 681,620 | 0 | 0 | 25,000,000 | ||
Employee | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Share based payment expense | $ 112 | |||||
Ordinary shares issued during the year | 264,533 | 264,533 | ||||
Key management personnel of entity or parent [member] | ||||||
Disclosure of transactions between related parties [line items] | ||||||
Share based payment expense | $ 37 | $ 0 | ||||
Ordinary shares issued during the year | 3,616,000 | 0 |