[15-12G] Vast Renewables Limited SEC Filing

Rhea-AI Filing Summary

On 27 June 2025, Vast Renewables Limited (VSTE) filed a Form 15 with the U.S. SEC to terminate the registration of its Ordinary Shares and Public Warrants under Section 12(g) of the Exchange Act and to suspend its reporting obligations under Sections 13 and 15(d).

The company relied on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), confirming that the securities are held by fewer than 300 record holders. As of the notice date, there were 80 holders of record of Ordinary Shares and 60 holders of record of Public Warrants, figures determined on the last trading day of these securities on Nasdaq.

The filing, signed by Chief Financial Officer Marshall D. Smith, eliminates Vast Renewables’ obligation to file future periodic reports such as Forms 10-K, 10-Q and 8-K, thereby materially reducing public disclosure for investors.

Positive

• None.

Negative

• Termination of SEC registration ends mandatory 10-K, 10-Q, and 8-K filings, sharply reducing public transparency.
• Trading cessation on Nasdaq implies lower liquidity and potential valuation impact for remaining shareholders.
• Governance oversight diminishes as Exchange Act requirements no longer apply, increasing information and compliance risk.

Insights

Financial Analyst

TL;DR: Deregistration cuts SEC reporting, lowering transparency and likely reducing liquidity—net negative for investors.

The Form 15 filing immediately suspends Vast Renewables’ duty to provide quarterly, annual and current reports. With only 80 share and 60 warrant holders, the company meets the <300 holder threshold under Rule 12g-4(a)(1). The cessation of trading on Nasdaq combined with the deregistration removes a key source of information flow and may constrict secondary-market liquidity. Cost savings are possible, but investors lose mandated disclosure, increasing information risk.

Corporate Governance Expert

TL;DR: Ending Exchange Act duties weakens governance oversight—negative signal on transparency.

By invoking Rules 12g-4(a)(1) and 12h-3(b)(1)(i), Vast Renewables opts out of Exchange Act governance safeguards. Shareholders will no longer receive audited financials or 8-K event updates, reducing accountability mechanisms. While permissible given the low holder count, the move shifts reliance to private communication channels and local Australian regulation, potentially raising governance and minority-shareholder risks.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 15

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CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

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Commission File Number 001-41891&nbsp;

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VAST RENEWABLES LIMITED

(Exact name of registrant as specified in its charter)

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Suite 7.02, 124 Walker Street,

North Sydney NSW 2060,

Australia

+61 2 4072 2889

(Address, including zip code, and telephone number, including area code, of registrant&rsquo;s principal executive offices)

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Ordinary Shares, no par value (&ldquo;Ordinary Shares&rdquo;)

Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share (&ldquo;Public Warrants&rdquo;)

(Title of each class of securities covered by this Form)

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None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

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Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

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Rule 12g-4(a)(1)	 	☒
Rule 12g-4(a)(2)	 	☐
Rule 12h-3(b)(1)(i)	 	☒
Rule 12h-3(b)(1)(ii)	 	☐
Rule 15d-6	 	☐
Rule 15d-22(b)	 	☐

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Approximate number of holders of record as of the certification or notice date: 80 holders of record of Ordinary Shares*; 60 holders of record of Public Warrants*

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* Calculated as of last day of trading of the Ordinary Shares and Public Warrants on the Nasdaq Stock Market LLC.

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Pursuant to the requirements of the Securities Exchange Act of 1934, Vast Renewables Limited, has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

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 	 	 	VAST RENEWABLES LIMITED
 	 	 	 
Date: 	June 27, 2025	By: 	/s/ Marshall D. Smith
 	 	 	Name: Marshall D. Smith
 	 	 	Title:  Chief Financial Officer

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FAQ

Why did Vast Renewables (VSTE) file Form 15?

The company filed Form 15 to terminate SEC registration of its Ordinary Shares and Public Warrants and suspend future reporting duties.

Which rules did VSTE rely on for deregistration?

VSTE cited Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) in the Form 15 filing.

How many shareholders does Vast Renewables have?

As of the notice date, there were 80 holders of record of Ordinary Shares and 60 holders of Public Warrants.

When was the Form 15 filed?

The Form 15 was dated 27 June 2025 and signed by CFO Marshall D. Smith.

What reports will VSTE no longer file with the SEC?

After deregistration, Vast Renewables will not be required to file Forms 10-K, 10-Q, or 8-K.