Nabors Energy Transition Corp. II to redeem all Class A shares after failed votes

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Business combination will not occur: Shareholders rejected the Articles and IMTA amendments, so the SPAC will not complete an initial business combination and instead is moving to redeem all public shares.
• Full cash return and wind‑down: The company announced it will redeem all remaining outstanding Class A ordinary shares as of December 3, 2025, effectively ending its listing as a SPAC vehicle.

Insights

SPAC structure and capital markets analyst

Shareholders rejected extending NETD’s SPAC life, driving full cash redemption.

Nabors Energy Transition Corp. II sought shareholder approval to delete its business combination deadline provisions and extend its existence indefinitely, as well as to amend its investment management trust agreement to match that structure. Voting results show each proposal failed, with roughly comparable support and opposition around 9.2 million versus 11.3 million votes, indicating that a majority of participating shareholders preferred to take cash rather than support an open-ended search.

In parallel, shareholders holding 8,916,116 Class A ordinary shares opted to redeem for a pro rata share of the trust, with about $101,116,166 to be paid, or roughly $11.34 per share, on or around November 19, 2025. The company then stated it will redeem all remaining Class A ordinary shares effective at the close of business on December 3, 2025 because it will not complete an initial business combination within the time allowed. For a SPAC, this effectively winds down the vehicle and returns capital rather than proceeding to a merger.

For investors, the key outcome is that the SPAC will not move forward with a de‑SPAC transaction and instead is distributing cash held in the trust to Class A shareholders at the disclosed per‑share amount. Subsequent disclosures may provide additional mechanical details on the final redemption and wind‑up process, but the core direction is already determined by the failed extension votes and announced full redemption.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 14, 2025

Nabors Energy Transition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41744		98-1729137
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

515 West Greens Road, Suite 1200
Houston, Texas 77067

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 874-0035

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading  Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one warrant		NETDU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		NETD		The Nasdaq Stock Market LLC
Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share		NETDW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 14, 2025, Nabors Energy Transition Corp. II (the “Company”) convened an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement on Schedule 14A (File No. 001-41744), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 27, 2025, as supplemented and amended on November 3, 2025.

There were 21,349,863 ordinary shares issued and outstanding at the close of business on October 20, 2025, the record date (the “Record Date”) for the Extraordinary General Meeting. At the Extraordinary General Meeting, there were 20,646,802 shares present either in person, by proxy or online, representing approximately 96.70% of the total outstanding ordinary shares of the Company as of the Record Date.

A summary of the voting results for each proposal is set forth below.

Proposal No. 1 – The Articles Amendment Proposal

The shareholders did not approve the proposal to, by special resolution, amend the Company’s second amended and restated memorandum and articles of association (the “Articles”), with effect from such date as determined by the Company’s board of directors (the “Board”) in its sole discretion, to (i) delete Article 49 (Business Combination), other than Article 49.7, in its entirety and (ii) extend the date by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination, involving the Company and one or more businesses or entities indefinitely (the “Indefinite Extension” and such proposal, the “Articles Amendment Proposal”).

The voting results were as follows:

Votes For				Votes Against				Abstentions
	9,211,186				11,313,216				122,400

Proposal No. 2 – The IMTA Amendment Proposal

The shareholders did not approve the proposal to amend and restate the Amended and Restated Investment Management Trust Agreement, dated as of July 17, 2025 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to permit the Company (i) to deposit future interest earned on the funds held in the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) into the Company’s operating account from and after the date of such proposed amendment and restatement of the Trust Agreement and (ii) to reflect the Indefinite Extension (such proposal, the “IMTA Amendment Proposal”).

The voting results were as follows:

Votes For				Votes Against				Abstentions
	9,210,986				11,313,416				122,400

Proposal No. 3 – The Adjournment Proposal

The shareholders did not approve the proposal to, by ordinary resolution, adjourn the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), Class B ordinary shares, par value $0.0001 per share, and Class F ordinary shares, par value $0.0001 per share, in the share capital of the Company represented (either in person, virtually or by proxy) at the time of the Extraordinary General Meeting to approve the Articles Amendment Proposal or the IMTA Amendment Proposal or if the Board otherwise determined before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Articles Amendment Proposal or the IMTA Amendment Proposal.

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The voting results were as follows:

Votes For				Votes Against				Abstentions
	9,991,264				10,533,138				122,400

Item 8.01 Other Events.

In connection with the Extraordinary General Meeting, shareholders holding 8,916,116 Class A ordinary shares issued as part of the units sold in the IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $101,116,166 (or approximately $11.34 per share) is expected to be removed from the Trust Account to pay such holders on or around November 19, 2025.

On November 17, 2025, the Company issued a press release announcing the results of the Extraordinary General Meeting and that the Company will redeem all of its outstanding Class A ordinary shares, effective as of the close of business on December 3, 2025, because the Company will not consummate an initial business combination within the time period required by the Articles. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.			Description
	99.1		Press Release, dated November 17, 2025.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 17, 2025

	NABORS ENERGY TRANSITION CORP. II
	By:	/s/ Anthony G. Petrello
	Name:	Anthony G. Petrello
	Title:	President, Chief Executive Officer and Secretary

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FAQ

What did Nabors Energy Transition Corp. II (NETD) shareholders vote on at the extraordinary general meeting?

Shareholders voted on three proposals: an Articles Amendment Proposal to remove most of the business combination article and allow an indefinite extension to complete a deal, an IMTA Amendment Proposal to amend the trust agreement to permit use of future interest and reflect the indefinite extension, and an Adjournment Proposal to adjourn the meeting if more time was needed to solicit votes.

Were the extension and trust amendment proposals for NETD approved?

No. Shareholders did not approve the Articles Amendment Proposal or the IMTA Amendment Proposal. For the Articles Amendment Proposal, 9,211,186 votes were cast for, 11,313,216 against, and 122,400 abstained. For the IMTA Amendment Proposal, 9,210,986 votes were for, 11,313,416 against, and 122,400 abstained.

How many Nabors Energy Transition Corp. II shares were redeemed and for how much?

In connection with the meeting, holders of 8,916,116 Class A ordinary shares issued as part of the IPO units exercised their redemption rights. Approximately $101,116,166, or about $11.34 per share, is expected to be withdrawn from the trust account to pay these redeeming shareholders on or around November 19, 2025.

What happens next to NETD’s remaining Class A ordinary shares?

The company announced it will redeem all remaining outstanding Class A ordinary shares, effective as of the close of business on December 3, 2025, because it will not consummate an initial business combination within the time period required by its articles.

How many shares were represented at the NETD extraordinary general meeting?

There were 21,349,863 ordinary shares outstanding on the October 20, 2025 record date. At the extraordinary general meeting, 20,646,802 shares were present in person, by proxy, or online, representing approximately 96.70% of the total outstanding ordinary shares as of the record date.

What was the outcome of the adjournment proposal for Nabors Energy Transition Corp. II?

The Adjournment Proposal also failed. It received 9,991,264 votes for, 10,533,138 votes against, and 122,400 abstentions, so the meeting was not adjourned to seek additional votes on the other proposals.

Did Nabors Energy Transition Corp. II issue any related press release?

Yes. On November 17, 2025, the company issued a press release announcing the results of the extraordinary general meeting and the decision to redeem all outstanding Class A ordinary shares. This press release was filed as Exhibit 99.1.