Nabors Energy Transition Corp. II filings document the regulatory record of a Cayman Islands blank-check issuer and its SPAC security structure. The company’s disclosures cover units consisting of Class A ordinary shares and one-half warrant, standalone Class A ordinary shares, warrants, trust-account mechanics, redemption provisions, sponsor-affiliate financing, extension payments and capital-structure matters.
Its SEC record includes 8-K material-event reports, definitive proxy materials for shareholder votes, material-agreement disclosures and a Form 15 filing covering termination of registration or suspension of Exchange Act reporting duties for its registered securities. The filings also identify emerging-growth-company status, governance matters and corporate-status changes tied to the SPAC lifecycle.
Nabors Energy Transition Corp. II received an amended Schedule 13G/A from several First Trust entities reporting that they no longer own any Class A Ordinary Shares. As of December 31, 2025, First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC each report beneficial ownership of 0 shares, or 0.00% of the class.
The filing confirms these securities were held in the ordinary course of business and not to change or influence control of the issuer. The reporting groups now certify ownership of 5% or less of Nabors Energy Transition Corp. II’s Class A Ordinary Shares.
Mizuho Financial Group, Inc. reports that it beneficially owns 0 common shares of Nabors Energy Transition Corp. II, representing 0.0% of the class as of December 31, 2025. The filing lists no sole or shared voting or dispositive power over the issuer’s common shares.
The company is identified as a parent holding company, with a note that Mizuho Financial Group, Mizuho Bank, Ltd., and Mizuho Americas LLC may be deemed indirect beneficial owners of equity securities directly held by their wholly owned subsidiary, Mizuho Securities USA LLC. The filing confirms that any securities referenced were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
W. R. Berkley Corporation and its subsidiary Berkley Insurance Company have filed an amended Schedule 13G indicating they no longer beneficially own any Class A ordinary shares of Nabors Energy Transition Corp. II. As of the reported date of event on 12/31/2025, they report 0 shares with 0% of the class, and no sole or shared voting or dispositive power over any shares. The filing also confirms the securities were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Nabors Energy Transition Corp. filed a certification on Form 15-12G to terminate registration of certain securities under Section 12(g) of the Exchange Act and to suspend its duty to file reports under Sections 13 and 15(d). The filing covers its Class A ordinary shares, units composed of one Class A ordinary share and one-half warrant, and warrants exercisable for one Class A ordinary share at an exercise price of $11.50 per share. The company reports 0 holders of record for the Class A ordinary shares, 0 holders of record for the units, and 44 holders of record for the warrants. The certification is signed by Anthony G. Petrello as Chief Executive Officer, President and Secretary.
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.