Nabors Energy Transition SEC Filings

Nabors Energy Transition Corp. II received an amended Schedule 13G from Wealthspring Capital LLC and Matthew Simpson regarding its Class A ordinary shares. The filers report they beneficially own 0 Class A shares, representing 0% of the class as of 12/31/2025, and confirm they now hold 5 percent or less of this class of stock.

Both reporting persons state they have no sole or shared power to vote or dispose of any Class A shares. They also certify that any securities referred to were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Nabors Energy Transition Corp. II.

Nabors Energy Transition Corp. II reported the results of an extraordinary general meeting where shareholders rejected proposals to amend its governing documents and trust agreement to allow an indefinite extension of the time to complete a business combination. All three proposals on the ballot, including an adjournment proposal, failed to receive sufficient votes. In connection with the meeting, holders of 8,916,116 Class A ordinary shares elected to redeem their shares for a pro rata portion of the trust account, and approximately $101,116,166, or about $11.34 per share, is expected to be distributed on or around November 19, 2025. The company announced it will redeem all remaining outstanding Class A ordinary shares as of the close of business on December 3, 2025, because it will not complete an initial business combination within the required time.

Nabors Energy Transition Corp. II filed its quarterly report for the period ended September 30, 2025. The SPAC reported cash and marketable securities of $154,158,677 in its Trust Account and cash of $629,566 outside the trust. During the nine months, public shareholder redemptions totaled $186,654,533, reducing Class A ordinary shares subject to redemption to 13,724,863 at a redemption value of $11.23 per share.

Operating costs rose as general and administrative expenses were $3,825,776 in Q3, offset by trust interest income of $1,537,454, resulting in a Q3 net loss of $(2,288,322). Year-to-date, net income was $940,982. The company shows a working capital deficit of $1,421,438. Deferred underwriting fees were fully waived, eliminating a previously recorded payable of $10,675,000.

The board used monthly extensions, with $250,000 deposited into the Trust Account on each of July 17, August 15, September 17, and October 17, 2025, funded via unsecured promissory notes. Related-party overfunding and extension notes totaled $3,800,000 outstanding. The business combination agreement with e2Companies was terminated on October 14, 2025; a settlement agreement provides for settlement payments. Management states substantial doubt about continuing as a going concern if no business combination is completed by November 18, 2025.

Nabors Energy Transition Corp. II (NETD) filed a Form 3 initial statement of beneficial ownership for its Chief Financial Officer. The filing, dated 11/12/2025, indicates the report was made by one reporting person and confirms no securities are beneficially owned.

The submission includes an Exhibit 24.1 Power of Attorney authorizing the signatory. This is a routine compliance disclosure under Section 16 and does not reflect a transaction.

Nabors Energy Transition Corp. II (NETD) disclosed that its Chief Financial Officer, William J. Restrepo, is no longer an officer within the meaning of Section 16, as noted in an exit Form 4 dated 11/12/2025.

Because he is no longer an officer under Section 16, Restrepo will not be subject to Section 16 reporting and will no longer file Forms 4 or 5 for transactions in the company’s equity securities.

Nabors Energy Transition Corp. II filed an amended definitive proxy to revise Proposal No. 2. The company no longer seeks authority to withdraw up to $0.50 per Public Share from the trust. Instead, the revised IMTA Amendment would allow depositing future interest earned on Trust Account funds into the operating account from and after the amendment’s effective date, and reflect the Indefinite Extension.

The board does not intend to pursue an initial business combination at this time and aims to keep the company in existence to receive payments under a Settlement Agreement and Notes, with pro rata distributions of net proceeds at the board’s discretion. Holders of Public Shares who remain after redemptions will not have another redemption opportunity and are expected to receive their pro rata portion upon wind‑up. As of this proxy, the company reports approximately $10.0 million of incurred fees and expenses, approximately $4.1 million in Overfunding Loans and Monthly Extension Payments, and $2.0 million in working capital loans payable to Nabors Lux. Following redemptions, the company expects to be delisted from Nasdaq.

Nabors Energy Transition Corp. II called an extraordinary general meeting on November 14, 2025 to seek shareholder approval for three items. The Articles Amendment would delete Article 49 (except 49.7) and extend the SPAC’s deadline indefinitely. The IMTA Amendment would permit withdrawals from trust interest of up to $0.50 per non‑redeemed Public Share and up to 100% of interest accrued from the amendment date to pay company fees and expenses. An Adjournment Proposal would allow the meeting to be adjourned if needed.

The company recently entered a $29.23 million settlement with e2Companies, receiving two secured notes of $14.615 million each, maturing on March 31, 2026 (with $3.5 million due by December 31, 2025) and October 14, 2028, plus a potential 6.5% Trigger Event Payment on e2 equity value above $500 million within 24 months. Proceeds are intended to satisfy liabilities and may be distributed pro rata at the Board’s discretion.

Public shareholders may redeem their shares in connection with the Articles Amendment. As of October 23, 2025, the redemption price was about $11.31 based on $155.3 million in the Trust Account. The company expects to be delisted from Nasdaq following redemptions.

Nabors Energy Transition Corp. II (NETD) received a Form 3 initial ownership filing. Funicular Funds, LP, its general partner Cable Car Capital, LP, and Jacob Ma‑Weaver reported beneficial ownership of 1,875,115 Class A Ordinary Shares (Direct). The event date is 10/16/2025.

The reporting persons state they may be deemed to beneficially own more than 10% due to the Fund’s holdings and disclaim beneficial ownership except to the extent of their pecuniary interest.

Nabors Energy Transition Corp. II issued an unsecured promissory note for $250,000 to affiliate Nabors Lux to support an extension of its timeline. The note bears no interest and is due upon the earlier of consummating the initial business combination or liquidation on or before November 19, 2025, subject to the Amended Articles. If a business combination is completed, the company will repay the loan from the Trust Account or, at the Sponsor’s option, convert all or part of the loan into warrants at $1.00 per warrant, identical to the private placement warrants. If no combination occurs, repayment will come only from funds outside the Trust Account.

The board elected to extend the company’s outside date from October 18, 2025 to November 18, 2025 to allow time to solicit shareholders for an upcoming extraordinary general meeting. In connection with the extension, Nabors Lux deposited $250,000 into the Trust Account.