[10-Q] Nabors Energy Transition Corp. II Warrant Quarterly Earnings Report
Nabors Energy Transition Corp. II (NETDW) reported a balance sheet dominated by its Trust Account, holding $338.5 million at June 30, 2025, representing the redemption value of 30,500,000 Class A shares at $11.10 per share. The company recorded positive net income of $2.35 million for the quarter and $3.23 million for the six months ended June 30, 2025, driven primarily by $6.74 million of interest earned on marketable securities in the Trust Account offsetting operating expenses.
Operating liquidity outside the Trust is limited: $1.18 million in cash and $801,643 of working capital. Significant non-current liabilities include $3.05 million of overfunding convertible notes (related party) and $6.65 million of deferred legal fees. The Board obtained shareholder approval to adopt a Monthly Extension Option and exercised an extension to August 18, 2025, supported by a $250,000 deposit to the Trust Account. Management discloses substantial doubt about going concern if an initial Business Combination is not completed by the mandatory liquidation date. All amounts and events are presented as stated in the filing.
Nabors Energy Transition Corp. II (NETDW) ha presentato uno stato patrimoniale dominato dal Conto fiduciario, che al 30 giugno 2025 deteneva $338.5 million, pari al valore di rimborso di 30,500,000 azioni di Classe A a $11.10 ciascuna. La società ha riportato un utile netto positivo di $2.35 million per il trimestre e di $3.23 million per i sei mesi chiusi al 30 giugno 2025, principalmente grazie a $6.74 million di interessi maturati su titoli negoziabili nel Conto fiduciario che hanno compensato le spese operative.
La liquidità operativa al di fuori del Conto fiduciario è limitata: $1.18 million in contanti e $801,643 di capitale circolante. Tra le passività non correnti rilevanti figurano $3.05 million di note convertibili sovrafinanziate (parte correlata) e $6.65 million di oneri legali differiti. Il Consiglio ha ottenuto l'approvazione degli azionisti per adottare un'Opzione di Estensione Mensile e ha esercitato un'estensione fino al 18 agosto 2025, sostenuta da un deposito di $250,000 nel Conto fiduciario. La direzione dichiara rilevanti dubbi sulla continuità aziendale qualora una Combinazione Aziendale iniziale non venga completata entro la data di liquidazione obbligatoria. Tutti gli importi e gli eventi sono riportati come indicato nel deposito.
Nabors Energy Transition Corp. II (NETDW) presentó un balance dominado por la Cuenta Fiduciaria, que al 30 de junio de 2025 tenía $338.5 million, equivalente al valor de rescate de 30,500,000 acciones Clase A a $11.10 por acción. La compañía registró un resultado neto positivo de $2.35 million en el trimestre y de $3.23 million en los seis meses terminados el 30 de junio de 2025, impulsado principalmente por $6.74 million de intereses devengados sobre valores negociables en la Cuenta Fiduciaria que compensaron los gastos operativos.
La liquidez operativa fuera de la Cuenta Fiduciaria es limitada: $1.18 million en efectivo y $801,643 de capital de trabajo. Pasivos no corrientes significativos incluyen $3.05 million de notas convertibles sobrefinanciadas (partes relacionadas) y $6.65 million de honorarios legales diferidos. La Junta obtuvo la aprobación de los accionistas para adoptar una Opción de Extensión Mensual y ejerció una extensión hasta el 18 de agosto de 2025, respaldada por un depósito de $250,000 en la Cuenta Fiduciaria. La gerencia declara dudas sustanciales sobre la continuidad de la empresa si una Combinación Empresarial inicial no se completa antes de la fecha de liquidación obligatoria. Todos los montos y eventos se presentan según lo declarado en el informe.
Nabors Energy Transition Corp. II (NETDW)는 재무제표에서 신탁 계정이 지배적인 위치를 차지하고 있으며, 2025년 6월 30일 기준 신탁 계정에 $338.5 million이 보관되어 있어 주당 $11.10의 상환가치로 30,500,000주의 Class A 주식에 해당합니다. 회사는 분기 동안 $2.35 million, 2025년 6월 30일 종료된 6개월 동안 $3.23 million의 순이익을 기록했으며, 이는 주로 신탁 계정의 유가증권으로부터 발생한 $6.74 million의 이자 수익이 영업비용을 상쇄했기 때문입니다.
신탁 계정 외의 영업 유동성은 제한적이며 현금 $1.18 million과 운전자본 $801,643을 보유하고 있습니다. 비유동부채로는 관련 당사자와 관련된 과다 펀딩 전환사채 $3.05 million 및 이연 법률비용 $6.65 million 등이 있습니다. 이사회는 주주 승인으로 월별 연장 옵션(Monthly Extension Option)을 채택했으며, 2025년 8월 18일까지 연장을 행사하고 신탁 계정에 $250,000를 입금했습니다. 경영진은 의무적 청산일까지 초기 사업 결합이 완료되지 않을 경우 계속기업으로서의 존속에 관해 상당한 의문을 표명하고 있습니다. 모든 금액 및 사건은 제출된 신고서에 기재된 대로 제시됩니다.
Nabors Energy Transition Corp. II (NETDW) a présenté un bilan dominé par le Compte fiduciaire, qui détenait au 30 juin 2025 $338.5 million, représentant la valeur de rachat de 30,500,000 actions de Classe A à $11.10 par action. La société a enregistré un résultat net positif de $2.35 million pour le trimestre et de $3.23 million pour les six mois clos le 30 juin 2025, principalement grâce à $6.74 million d’intérêts perçus sur des titres négociables détenus dans le Compte fiduciaire, compensant les charges d’exploitation.
La liquidité opérationnelle hors du Compte fiduciaire est limitée : $1.18 million en trésorerie et $801,643 de fonds de roulement. Les passifs non courants significatifs comprennent $3.05 million de billets convertibles surfinancés (partie liée) et $6.65 million de frais juridiques différés. Le Conseil a obtenu l’approbation des actionnaires pour adopter une Option de Prolongation Mensuelle (Monthly Extension Option) et a exercé une prolongation jusqu’au 18 août 2025, soutenue par un dépôt de $250,000 dans le Compte fiduciaire. La direction fait état de doutes substantiels sur la continuité d’exploitation si une première Fusion d’Entreprise n’est pas achevée avant la date de liquidation obligatoire. Tous les montants et événements sont présentés tels qu’indiqués dans le dépôt.
Nabors Energy Transition Corp. II (NETDW) wies eine Bilanz aus, die vom Treuhandkonto dominiert wird; dieses hielt zum 30. Juni 2025 $338.5 million, entsprechend dem Rücknahmewert von 30,500,000 Class‑A‑Aktien zu $11.10 je Aktie. Das Unternehmen verzeichnete einen positiven Nettogewinn von $2.35 million für das Quartal und $3.23 million für die sechs Monate zum 30. Juni 2025, vornehmlich aufgrund von $6.74 million an Zinserträgen aus marktfähigen Wertpapieren im Treuhandkonto, die die Betriebskosten ausglichen.
Die operative Liquidität außerhalb des Treuhandkontos ist begrenzt: $1.18 million an liquiden Mitteln und $801,643 an Working Capital. Bedeutende langfristige Verbindlichkeiten umfassen $3.05 million an überfinanzierten Wandelanleihen (verbundene Parteien) und $6.65 million an aufgeschobenen Rechtskosten. Der Vorstand holte die Zustimmung der Aktionäre zur Einführung einer monatlichen Verlängerungsoption (Monthly Extension Option) ein und zog eine Verlängerung bis zum 18. August 2025 in Anspruch, die durch eine Einzahlung von $250,000 auf das Treuhandkonto unterstützt wurde. Das Management äußert erhebliche Zweifel an der Fortführungsfähigkeit, falls eine anfängliche Unternehmenszusammenführung nicht bis zum verpflichtenden Liquidationsdatum abgeschlossen wird. Alle Beträge und Ereignisse werden so dargestellt, wie sie in der Einreichung angegeben sind.
- $338.5 million held in the Trust Account providing a clear source of funds for a Business Combination
- Interest income on Trust assets produced $3.41M in the quarter and supported reported net income
- Shareholder-approved amendment allows monthly extensions up to July 18, 2026, and the board promptly extended to August 18, 2025
- Wells Fargo deferred fee waiver reduced potential liabilities by $2,668,750
- Limited operating liquidity outside the Trust with only $1.18M cash and $801,643 working capital to fund transaction activities
- $6.65 million of deferred legal fees classified as non-current liabilities increase transaction costs
- $338.5M of Class A shares are subject to redemption, presenting a significant temporary-equity obligation until a Business Combination closes
- Substantial doubt about going concern if an Initial Business Combination is not completed by the mandatory liquidation date (company states liquidation will occur if not completed by August 18, 2025)
Insights
TL;DR: Strong Trust balance and interest income offset thin operating liquidity and sizable deferred liabilities; short-term execution risk remains.
The filing shows a substantial Trust Account of $338.5M producing material interest income that generated net income for the period. However, cash outside the Trust is $1.18M with working capital of $801,643, which constrains deal execution resources. Deferred legal fees ($6.65M) and deferred underwriting fees create meaningful non-current obligations. The accretion of Class A redemption value continues to be presented as temporary equity and dominates capital structure until a Business Combination closes.
TL;DR: Business Combination is pivotal; extension provides near-term runway but material closing conditions and fees remain key execution risks.
The company executed a Support Agreement and announced a Business Combination Agreement with e2, and shareholders approved an amendment allowing monthly extensions. The Board exercised an extension to August 18, 2025 and a sponsor-related deposit of $250,000 was made to the Trust Account. Significant transaction-related deferred legal fees and the structure of overfunding notes and warrants will affect post-closing capitalization and sponsor economics. Completion of the Business Combination is essential to resolve redemption obligations and recognize Founder share economics.
Nabors Energy Transition Corp. II (NETDW) ha presentato uno stato patrimoniale dominato dal Conto fiduciario, che al 30 giugno 2025 deteneva $338.5 million, pari al valore di rimborso di 30,500,000 azioni di Classe A a $11.10 ciascuna. La società ha riportato un utile netto positivo di $2.35 million per il trimestre e di $3.23 million per i sei mesi chiusi al 30 giugno 2025, principalmente grazie a $6.74 million di interessi maturati su titoli negoziabili nel Conto fiduciario che hanno compensato le spese operative.
La liquidità operativa al di fuori del Conto fiduciario è limitata: $1.18 million in contanti e $801,643 di capitale circolante. Tra le passività non correnti rilevanti figurano $3.05 million di note convertibili sovrafinanziate (parte correlata) e $6.65 million di oneri legali differiti. Il Consiglio ha ottenuto l'approvazione degli azionisti per adottare un'Opzione di Estensione Mensile e ha esercitato un'estensione fino al 18 agosto 2025, sostenuta da un deposito di $250,000 nel Conto fiduciario. La direzione dichiara rilevanti dubbi sulla continuità aziendale qualora una Combinazione Aziendale iniziale non venga completata entro la data di liquidazione obbligatoria. Tutti gli importi e gli eventi sono riportati come indicato nel deposito.
Nabors Energy Transition Corp. II (NETDW) presentó un balance dominado por la Cuenta Fiduciaria, que al 30 de junio de 2025 tenía $338.5 million, equivalente al valor de rescate de 30,500,000 acciones Clase A a $11.10 por acción. La compañía registró un resultado neto positivo de $2.35 million en el trimestre y de $3.23 million en los seis meses terminados el 30 de junio de 2025, impulsado principalmente por $6.74 million de intereses devengados sobre valores negociables en la Cuenta Fiduciaria que compensaron los gastos operativos.
La liquidez operativa fuera de la Cuenta Fiduciaria es limitada: $1.18 million en efectivo y $801,643 de capital de trabajo. Pasivos no corrientes significativos incluyen $3.05 million de notas convertibles sobrefinanciadas (partes relacionadas) y $6.65 million de honorarios legales diferidos. La Junta obtuvo la aprobación de los accionistas para adoptar una Opción de Extensión Mensual y ejerció una extensión hasta el 18 de agosto de 2025, respaldada por un depósito de $250,000 en la Cuenta Fiduciaria. La gerencia declara dudas sustanciales sobre la continuidad de la empresa si una Combinación Empresarial inicial no se completa antes de la fecha de liquidación obligatoria. Todos los montos y eventos se presentan según lo declarado en el informe.
Nabors Energy Transition Corp. II (NETDW)는 재무제표에서 신탁 계정이 지배적인 위치를 차지하고 있으며, 2025년 6월 30일 기준 신탁 계정에 $338.5 million이 보관되어 있어 주당 $11.10의 상환가치로 30,500,000주의 Class A 주식에 해당합니다. 회사는 분기 동안 $2.35 million, 2025년 6월 30일 종료된 6개월 동안 $3.23 million의 순이익을 기록했으며, 이는 주로 신탁 계정의 유가증권으로부터 발생한 $6.74 million의 이자 수익이 영업비용을 상쇄했기 때문입니다.
신탁 계정 외의 영업 유동성은 제한적이며 현금 $1.18 million과 운전자본 $801,643을 보유하고 있습니다. 비유동부채로는 관련 당사자와 관련된 과다 펀딩 전환사채 $3.05 million 및 이연 법률비용 $6.65 million 등이 있습니다. 이사회는 주주 승인으로 월별 연장 옵션(Monthly Extension Option)을 채택했으며, 2025년 8월 18일까지 연장을 행사하고 신탁 계정에 $250,000를 입금했습니다. 경영진은 의무적 청산일까지 초기 사업 결합이 완료되지 않을 경우 계속기업으로서의 존속에 관해 상당한 의문을 표명하고 있습니다. 모든 금액 및 사건은 제출된 신고서에 기재된 대로 제시됩니다.
Nabors Energy Transition Corp. II (NETDW) a présenté un bilan dominé par le Compte fiduciaire, qui détenait au 30 juin 2025 $338.5 million, représentant la valeur de rachat de 30,500,000 actions de Classe A à $11.10 par action. La société a enregistré un résultat net positif de $2.35 million pour le trimestre et de $3.23 million pour les six mois clos le 30 juin 2025, principalement grâce à $6.74 million d’intérêts perçus sur des titres négociables détenus dans le Compte fiduciaire, compensant les charges d’exploitation.
La liquidité opérationnelle hors du Compte fiduciaire est limitée : $1.18 million en trésorerie et $801,643 de fonds de roulement. Les passifs non courants significatifs comprennent $3.05 million de billets convertibles surfinancés (partie liée) et $6.65 million de frais juridiques différés. Le Conseil a obtenu l’approbation des actionnaires pour adopter une Option de Prolongation Mensuelle (Monthly Extension Option) et a exercé une prolongation jusqu’au 18 août 2025, soutenue par un dépôt de $250,000 dans le Compte fiduciaire. La direction fait état de doutes substantiels sur la continuité d’exploitation si une première Fusion d’Entreprise n’est pas achevée avant la date de liquidation obligatoire. Tous les montants et événements sont présentés tels qu’indiqués dans le dépôt.
Nabors Energy Transition Corp. II (NETDW) wies eine Bilanz aus, die vom Treuhandkonto dominiert wird; dieses hielt zum 30. Juni 2025 $338.5 million, entsprechend dem Rücknahmewert von 30,500,000 Class‑A‑Aktien zu $11.10 je Aktie. Das Unternehmen verzeichnete einen positiven Nettogewinn von $2.35 million für das Quartal und $3.23 million für die sechs Monate zum 30. Juni 2025, vornehmlich aufgrund von $6.74 million an Zinserträgen aus marktfähigen Wertpapieren im Treuhandkonto, die die Betriebskosten ausglichen.
Die operative Liquidität außerhalb des Treuhandkontos ist begrenzt: $1.18 million an liquiden Mitteln und $801,643 an Working Capital. Bedeutende langfristige Verbindlichkeiten umfassen $3.05 million an überfinanzierten Wandelanleihen (verbundene Parteien) und $6.65 million an aufgeschobenen Rechtskosten. Der Vorstand holte die Zustimmung der Aktionäre zur Einführung einer monatlichen Verlängerungsoption (Monthly Extension Option) ein und zog eine Verlängerung bis zum 18. August 2025 in Anspruch, die durch eine Einzahlung von $250,000 auf das Treuhandkonto unterstützt wurde. Das Management äußert erhebliche Zweifel an der Fortführungsfähigkeit, falls eine anfängliche Unternehmenszusammenführung nicht bis zum verpflichtenden Liquidationsdatum abgeschlossen wird. Alle Beträge und Ereignisse werden so dargestellt, wie sie in der Einreichung angegeben sind.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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For the quarterly period ended
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Securities registered pursuant to Section 12(b) of the Act:
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NABORS ENERGY TRANSITION CORP. II
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
TABLE OF CONTENTS
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| Page |
Part I. Financial Information | | |
Item 1. Financial Statements | | 1 |
Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 | | 1 |
Condensed Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 | | 2 |
Condensed Unaudited Consolidated Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2025 and 2024 | | 3 |
Condensed Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | | 4 |
Notes to Condensed Unaudited Consolidated Financial Statements | | 5 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 23 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | | 28 |
Item 4. Controls and Procedures | | 28 |
Part II. Other Information | | |
Item 1. Legal Proceedings | | 29 |
Item 1A. Risk Factors | | 29 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | | 29 |
Item 3. Defaults Upon Senior Securities | | 30 |
Item 4. Mine Safety Disclosures | | 30 |
Item 5. Other Information | | 30 |
Item 6. Exhibits | | 31 |
Signatures | | 32 |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
NABORS ENERGY TRANSITION CORP. II
CONDENSED CONSOLIDATED BALANCE SHEETS
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| June 30, |
| December 31, | ||
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| | (Unaudited) | | | | |
Assets |
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Current assets |
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Cash | | $ | | | $ | |
Prepaid expenses | | | | | | |
Short-term prepaid insurance | | | | | | |
Total current assets | | | | | | |
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Cash and marketable securities held in Trust Account | | | | | | |
Total Assets | | $ | | | $ | |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemptions, and Shareholders’ Deficit | | | | | | |
Current liabilities | | | | | | |
Accounts payable and accrued expenses | | $ | | | $ | |
Due to affiliate | | | — | | | |
Total current liabilities | | | | | | |
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Overfunding convertible notes – related parties | | | | | | |
Deferred legal fees | | | | | | |
Deferred underwriting fee payable | | | | | | |
Total Liabilities | | | | | | |
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Commitments and Contingencies (Note 6) | | | | | | |
Class A ordinary shares subject to possible redemption, | | | | | | |
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Shareholders’ Deficit | | | | | | |
Preference shares, $ | | | — | | | — |
Class A ordinary shares, $ | | | — | | | — |
Class B ordinary shares, $ | | | — | | | — |
Class F ordinary shares, $ | | | | | | |
Additional paid-in capital | | | — | | | — |
Accumulated deficit | | | ( | | | ( |
Total Shareholders’ Deficit | | | ( | | | ( |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemptions, and Shareholders’ Deficit | | $ | | | $ | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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NABORS ENERGY TRANSITION CORP. II
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | ||||||||
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| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
General and administrative expenses |
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| $ | | | $ | | | $ | |
Loss from operations | | | ( | | | ( | | | ( | | | ( |
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Other income: | |
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Interest earned on marketable securities held in Trust Account | | | | | | | | | | | | |
Total other income | | | | | | | | | | | | |
Net income | | $ | | | $ | | | $ | | | $ | |
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Basic and Diluted weighted average shares outstanding, Class A ordinary shares | | | | | | | | | | | | |
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Basic and Diluted net income per share, Class A ordinary shares | | $ | | | $ | | | $ | | | $ | |
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Basic and Diluted weighted average shares outstanding, Class F Ordinary Shares | | | | | | | | | | | | |
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Basic and Diluted net income per share, Class F Ordinary Shares | | $ | | | $ | | | $ | | | $ | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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NABORS ENERGY TRANSITION CORP. II
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
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| | Ordinary Shares | | Additional | | | | | Total | |||||||||||||||
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Balance – January 1, 2025 | | — | | $ | — | | — | | $ | — | | | | $ | | | $ | — | | $ | ( | | $ | ( |
Accretion of Class A ordinary shares subject to possible redemption |
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| ( |
Net income |
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Balance – March 31, 2025 | | — | | | — | | — | | | — | | | | | | | | — | | | ( | | | ( |
Accretion of Class A ordinary shares subject to possible redemption | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Net income | | — | | | — | | — | | | — | | — | | | — | | | — | | | | | | |
Balance – June 30, 2025 |
| — | | $ | — |
| — | | $ | — |
| | | $ | | | $ | — | | $ | ( | | $ | ( |
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Ordinary Shares | | Additional | | | | | Total | |||||||||||||||
| | Class A | | Class B | | Class F | | Paid-in | | Accumulated | | Shareholders’ | ||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||||
Balance – January 1, 2024 | | — | | $ | — | | — | | $ | — | | | | $ | | | $ | — | | $ | ( | | $ | ( |
Accretion of Class A ordinary shares subject to possible redemption | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Net income | | — | | | — | | — | | | — | | — | | | — | | | — | | | | | | |
Balance – March 31, 2024 | | — | | | — | | — | | | — | | | | | | | | — | | | ( | | | ( |
Accretion of Class A ordinary shares subject to possible redemption | | — | | | — | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Net income | | — | | | — | | — | | | — | | — | | | — | | | — | | | | | | |
Balance – June 30, 2024 | | — | | $ | — | | — | | $ | — | | | | $ | | | $ | — | | $ | ( | | $ | ( |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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NABORS ENERGY TRANSITION CORP. II
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | |
| | For the Six Months Ended June 30, | ||||
|
| 2025 |
| 2024 | ||
Cash Flows from Operating Activities: | | | | | | |
Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | |
| |
Interest earned on marketable securities held in Trust Account | |
| ( | |
| ( |
Changes in operating assets and liabilities: | | | | | | |
Prepaid expenses | |
| ( | |
| ( |
Due to affiliate | | | ( | | | — |
Short-term prepaid insurance | |
| | |
| — |
Long-term prepaid insurance | | | — | | | |
Accounts payable and accrued expenses | | | | | | |
Deferred legal fee payable | |
| | |
| |
Net cash used in operating activities | | | ( | | | ( |
| | | | | | |
Net Change in Cash | | | ( | | | ( |
Cash – Beginning of period | | | | | | |
Cash – End of period | | $ | | | $ | |
| | | | | | |
Non-Cash investing and financing activities: | | | | | | |
Reduction in deferred underwriting fee payable | | $ | ( | | $ | — |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Nabors Energy Transition Corp. II (the “Company”) was incorporated in the Cayman Islands on April 12, 2023. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company intends to identify solutions, opportunities, companies or technologies that focus on advancing the energy transition; specifically, ones that facilitate, improve or complement the reduction of carbon or greenhouse gas emissions while satisfying growing energy consumption across markets globally.
The Company has one wholly owned subsidiary, Liffey Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), which was formed on January 31, 2025.
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
On February 11, 2025, the Company, Merger Sub, and e2 (defined in Note 6), entered into a business combination agreement and plan of reorganization. Refer to Note 6 for further information.
As of June 30, 2025, the Company had not yet commenced operations. All activity for the period from April 12, 2023 (inception) through June 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues prior to the completion of the Business Combination, at the earliest, and generates non-operating income in the form of interest income on permitted investments and cash from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On April 24, 2023, Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), paid $
The registration statement for the Company’s Initial Public Offering was declared effective on July 13, 2023. On July 18, 2023, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
In addition, the direct or indirect owners of the Sponsor loaned the Company a total of $
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
Transaction costs amounted to $
The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least
Following the closing of the Initial Public Offering on July 18, 2023, an amount of $
The Company will provide holders of the Company’s outstanding Public Shares sold in the Initial Public Offering (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares (including any securities for which such shares are exchanged in any prior migration or other restructuring) upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. Except as required by applicable law or stock exchange listing requirements, the decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $
Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
The Sponsor and the Company’s officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
The Company has
On July 16, 2025, the Company held an extraordinary general meeting (the “Extension Meeting”), where shareholders approved and adopted (i) the second amended and restated memorandum and articles of association (the “Amended Articles”), to allow the Board, without another shareholder vote, to elect to extend the date by which the Company has to consummate an initial Business Combination from July 18, 2025 up to
On July 17, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from July 18, 2025 to August 18, 2025 (the “Extension”), as permitted under the Amended Articles. In connection with the Extension, Nabors Lux 2 S.a.r.l., a private limited liability company (société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg (“Nabors Lux”) deposited $
The Sponsor, officers and directors will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $
Going Concern Consideration
As of June 30, 2025, the Company had $
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete an Initial Business Combination by August 18, 2025, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an Initial Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 18, 2025.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as filed with the SEC on April 2, 2025. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $
Cash and Marketable Securities in Trust Account
At June 30, 2025, substantially all of the assets held in the Trust Account were held in cash and U.S. Treasury Bills. At December 31, 2024, all of the assets held in the Trust Account were held in cash. The Company’s marketable securities are presented at fair value on the balance sheets. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the unaudited condensed consolidated statements of operations. For the periods ended June 30, 2025 and 2024, the Company did not withdraw any interest earned on the Trust Account.
Offering Costs
Offering costs consisted of legal, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2025 and December 31, 2024, there were
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants), and as such, the initial carrying values of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at June 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets.
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
At June 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table:
| | | |
Class A ordinary shares subject to possible redemption, December 31, 2023 |
| $ | |
Plus: | |
| |
Accretion of carrying value to redemption value | |
| |
Class A ordinary shares subject to possible redemption, December 31, 2024 | | | |
Plus: | | | |
Waiver of deferred underwriting fee payable allocated to ordinary shares | | | |
Accretion of carrying value to redemption value | | | |
Class A ordinary shares subject to possible redemption, June 30, 2025 | | $ | |
Net Income per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has three classes of ordinary shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, the three classes of ordinary shares share pro rata in the income of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement, and any warrants issued in connection with the related party convertible promissory note, since the exercise of the warrants and the conversion of the related party convertible promissory note is contingent upon the occurrence of future events. The warrants are exercisable to purchase
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
| | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, | ||||||||||||||||
| | 2025 | | 2024 | ||||||||||||||
|
| Class A |
| Class B |
| Class F |
| Class A |
| Class B |
| Class F | ||||||
Basic and Diluted net income per ordinary share |
| |
|
| |
|
| |
| | | | | | | | | |
Numerator: |
| |
|
| |
|
| |
| | | | | | | | | |
Allocation of net income | | $ | | | $ | — | | $ | | | $ | | | $ | — | | $ | |
Denominator: | |
| | | | | | | | | | | | | | | | |
Basic and Diluted weighted average shares outstanding | |
| | | | — | | | | | | | | | — | | | |
Basic and Diluted net income per ordinary share | | $ | | | $ | — | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | | | | | | | |
| | For the Six Months Ended June 30, | ||||||||||||||||
| | 2025 | | 2024 | ||||||||||||||
|
| Class A |
| Class B |
| Class F |
| Class A |
| Class B |
| Class F | ||||||
Basic and Diluted net income per ordinary share | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | |
Allocation of net income | | $ | | | $ | — | | $ | | | $ | | | $ | — | | $ | |
Denominator: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Basic and Diluted weighted average shares outstanding | |
| | |
| — | |
| | |
| | |
| — | |
| |
Basic and Diluted net income per ordinary share | | $ | | | $ | — | | $ | | | $ | | | $ | — | | $ | |
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
Warrant Instruments
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair value.
Share-Based Compensation
The Company adopted ASC Topic 718, “Compensation—Stock Compensation”, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expense is included in costs and operating expenses depending on the nature of the services provided in the unaudited condensed consolidated statements of operations.
Recent Accounting Standards
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on July 18, 2023, the Company sold
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Private Warrant holders purchased an aggregate of
The Private Warrant holders and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On April 13, 2023, the Sponsor paid an aggregate of $
The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares until
On July 13, 2023, the Company, the Sponsor and the Company’s
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
Related Party Loans
On April 24, 2023, an affiliate of the Sponsor agreed to loan the Company up to $
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined, and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $
Overfunding Convertible Notes – Related Party
On July 18, 2023, concurrently with the closing of the Initial Public Offering, direct or indirect owners of the Sponsor loaned the Company a total of $
Administrative Support Agreement
The Company entered into an agreement which provides that, commencing on July 14, 2023 through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $
In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration and Shareholder Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and the Overfunding Loans (and the Class A ordinary shares issuable upon exercise or conversion thereof) are entitled to registration rights pursuant to a registration rights agreement entered into on July 13, 2023. These holders are entitled to make up to
Underwriting Agreement
The Company granted the underwriters a
The underwriters were entitled to an underwriting discount of $
On February 10, 2025, the Company received a waiver letter from Wells Fargo Securities, LLC (“Wells Fargo”) for its portion of the deferred underwriting fee, accrued in connection with the Initial Public Offering. This waiver will result in a decrease of the deferred underwriting fee payable balance by $
Deferred Legal Fees
As of June 30, 2025 and December 31, 2024, the Company had a total of $
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Middle East and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Furthermore, there is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.
Business Combination Agreement and Plan of Reorganization
On February 11, 2025, the Company, Merger Sub, and e2, entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement” and the transactions contemplated therein, the “Transactions”), pursuant to which, on the business day following the date of the effective time of the Domestication (as defined below) (the “Domestication Date”) or such later date as the parties may agree in writing that is no more than two business days after the Domestication Date, and no later than three business days following the satisfaction or waiver of all of the conditions to Closing (other than those conditions that by their nature are to be satisfied at the Closing, but are subject to the satisfaction or waiver of those conditions at such time), and subject to certain conditions contained therein, Merger Sub will merge with and into e2 (the “Merger”), with e2 surviving the Merger as a wholly owned subsidiary of NETD. NETD will be renamed “e2Companies, Inc.” (“New e2”) at the effective time of the Merger (“Effective Time”). The announcement of the Transactions was filed with the SEC on a Current Report on Form 8-K on February 12, 2025. Prior to the Effective Time, NETD will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”) and the applicable provisions of the Cayman Islands Companies Law. The consummation of the transactions contemplated by the Business Combination Agreement is subject to approval of our shareholders and the satisfaction of other customary closing conditions.
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
In connection with the Business Combination Agreement, we entered into the following agreements:
Support Agreement
On February 11, 2025, (i) NETD; (ii) Iepreneur Consulting, LLC, Avanti Insieme, LLC and LK Capital, LLC (each, a “Written Consent Party”); and (iii) Luce SDIRAI, LLC (together with the Written Consent Parties, the “e2 Parties”), each of which is a holder of e2 Class A Units, entered into the Support Agreement (the “Support Agreement”), pursuant to which, among other things, (a) the Written Consent Parties agreed to (i) vote all of their Class A units of e2 (the “e2 Class A Units”) in favor of the approval and adoption of the Transactions, including agreeing to execute the written consent of the requisite holders of e2 Class A Units in favor of the adoption of the Business Combination Agreement, the merger and all other Transactions (the “Written Consent”) within forty-eight hours of the registration statement on Form S-4 (together will all amendments thereto, the “Registration Statement”) becoming effective and (ii) not enter into any tender or voting arrangement that is inconsistent with the Support Agreement; and (b) the e2 Parties (i) agreed to not transfer any of their e2 Class A Units (or enter into any arrangement with respect thereto), subject to certain customary exceptions and (ii) acknowledged and agreed to waive any appraisal rights or dissenters’ rights under the Florida Revised Limited Liability Company act or any other applicable law with respect to their e2 Class A Units in connection with the Merger.
Sponsor Letter
On February 11, 2025, e2, NETD, Sponsor, Nabors Lux, and each of the other signatories thereto (together with Sponsor and Nabors Lux, the “Insiders”) entered into a letter agreement (the “Sponsor Letter”), pursuant to which, among other things, (a) the Insiders agreed to waive the anti-dilution rights set forth in NETD’s organizational documents; (b) under certain circumstances, Sponsor agreed to forfeit, or cause one or more of its members or its or their affiliates to forfeit, a number of Class F ordinary shares; (c) Nabors Lux agrees to forfeit, or cause one or more of its subsidiaries or their respective affiliates to forfeit,
Corporate Services Agreement
On February 11, 2025, Nabors Corporate Services, Inc. (“Nabors Corporate”), an affiliate of the Sponsor, entered into a Corporate Services Agreement with e2, pursuant to which Nabors Corporate may provide, if requested by e2, certain services related to compliance program support, investor relations support, United States human resources support and global tax support, among other things, to e2. In each case, the specific services to be provided will be set forth in one or more written statements of work, which will govern the compensation, term and other rights/responsibilities due to each party.
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue
Class A Ordinary Shares — The Company is authorized to issue
Class B Ordinary Shares — The Company is authorized to issue
Class F Ordinary Shares — The Company is authorized to issue
Prior to the completion of the initial Business Combination, holders of the Class F ordinary shares will have the right to elect all of the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares, holders of the Class B ordinary shares (if any) and holders of the Class F ordinary shares will vote together as a single class, except as required by law or share exchange rule. Each ordinary share will have
Following the completion of the initial Business Combination and the automatic conversion of the Class F ordinary shares into Class B ordinary shares, holders of the Class A ordinary shares and Class B ordinary shares will generally vote together as a single class, except as required by law or stock exchange rule, on all matters presented for a shareholder vote with each Class A ordinary share entitling the holder to
The Class F ordinary shares will automatically convert into Class B ordinary shares at the time of an initial Business Combination, or earlier at the option of the holder, on a
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
Warrants — At June 30, 2025 and December 31, 2024, there are
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $
Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until
Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $
Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
| ● | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ |
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective, and a current prospectus relating to those Class A ordinary shares is available throughout the
The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
At June 30, 2025, assets held in the Trust Account were comprised of $
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | | | | | | | |
|
| |
| June 30, |
| December 31, | ||
Description | | Level | | 2025 |
| 2024 | ||
Assets: |
|
|
| |
| | | |
Marketable securities held in Trust Account |
| 1 | | $ | | | $ | — |
NOTE 9. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the condensed statement of operations as net income. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
| | | | | | | | | | | | |
| | For the Three Months Ended | | For the Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
General and administrative expenses | | $ | | | $ | | | $ | | | $ | |
Interest earned on cash and marketable securities held in Trust Account | | $ | | | $ | | | $ | | | $ | |
| | | | | | |
| | As of June 30, | | As of December 31, | ||
|
| 2025 |
| 2024 | ||
Cash | | $ | | | $ | |
Cash and marketable securities held in Trust Account | | $ | | | $ | |
The key measures of segment profit or loss reviewed by our CODM are interest earned on marketable securities held in Trust Account and general and administrative expenses. The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.
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NABORS ENERGY TRANSITION CORP. II
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements except for as follows.
On July 11, 2025, the Company and Merger Sub filed a complaint against e2 in the Delaware Court of Chancery in an action styled Nabors Energy Transition Corp. II, et al. v. e2Companies LLC, 2025-0810-BWD. In the action, the Company and Merger Sub allege that e2 has breached the Business Combination Agreement by, among other things, delaying in completing its obligations to assist with required regulatory filings and otherwise delaying in completing the Business Combination, engaging in non-ordinary course transactions without the Company’s consent, and failing to provide required financials to the Company. The complaint seeks (i) specific performance of e2’s obligations under the Business Combination Agreement, including an order compelling e2 to proceed with the Business Combination, (ii) a declaration that e2 has no valid basis to refuse to close the transactions as contemplated by the Business Combination Agreement, (iii) injunctive relief to prevent further breaches of the Business Combination Agreement, and/or (vi) monetary damages for e2’s breaches. e2 filed its answer and counterclaims on July 31, 2025 and re-filed a corrected version of that document on August 1, 2025. In its counterclaims, e2 (i) claims that the Company, Merger Sub, Sponsor, and Nabors Industries Ltd., a Bermuda exempted company (“Nabors”), fraudulently induced e2 to enter into the Business Combination Agreement, (ii) claims that the Company and Merger Sub have breached the Business Combination Agreement, and (iii) seeks declarations that e2 has not breached that Business Combination Agreement and that e2 can validly terminate the Business Combination Agreement. The Company intends to vigorously defend against e2’s counterclaims. The Court has set the case for a five-day trial to begin on January 12, 2026. The Company is unable to predict the outcome, timing, or any potential loss or recovery related to this matter.
On July 14, 2025, the Company received a waiver letter from Citigroup Global Markets Inc. (“Citi”) for its’ portion of the deferred underwriting fees accrued in connection with the Initial Public Offering. This waiver will result in there no longer being a deferred underwriting fee payable balance. The deferred underwriting discounts and commissions were to become payable to Citi from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement. Accordingly, the Company does not owe Citi deferred underwriting discounts and commissions in connection with the proposed Business Combination The Company expects to use the funds previously reserved for these deferred underwriting discounts and commissions to pay additional transaction expenses.
On July 16, 2025, the Company held the Extension Meeting where shareholders approved the Extension Amendment Proposal and the Trust Amendment Proposal. In connection with the Extension Meeting, shareholders holding
On July 17, 2025, the Board approved the Extension, as permitted under the Amended Articles. In connection with the Extension, Nabors Lux deposited $
On July 17, 2025, the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor, in the principal amount of $
If the Company consummates an initial Business Combination, it will repay the loan out of the proceeds of the Trust Account or, at the option of the Sponsor, convert all or a portion of the loan into warrants for $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Nabors Energy Transition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Nabors Energy Transition Sponsor II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A as filed with the SEC on April 2, 2025. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on April 12, 2023, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash derived from the proceeds of the Initial Public Offering of 30,500,000 units, the sale of the 9,540,000 warrants sold in a private placement to the direct or indirect owners of our sponsor and the overfunding loans, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Extension
On July 16, 2025, the Company held an extraordinary general meeting, where shareholders approved and adopted (i) the Extension Amendment Proposal and (ii) the Trust Amendment Proposal. In connection with the Extension Meeting, shareholders holding 16,775,137 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $186.7 million (or approximately $11.13 per share) was removed from the Trust Account to pay such holders.
On July 17, 2025, the Board approved the Extension, as permitted under the Amended Articles. In connection with the Extension, Nabors Lux deposited $250,000 into the Trust Account.
Business Combination Agreement and Plan of Reorganization
On February 11, 2025, the Company, Merger Sub, and e2, entered into the Business Combination Agreement, pursuant to which, on the Closing Date, and subject to certain conditions contained therein, Merger Sub will merge with and into e2, with e2 surviving the Merger as a wholly owned subsidiary of NETD. NETD will be renamed New e2 at the Effective Time. The announcement of the Transactions was filed with the SEC on a Current Report on Form 8-K on February 12, 2025. Prior to the Effective Time, NETD will domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and the applicable provisions of the Cayman Islands Companies Law. The consummation of the transactions contemplated by the Business Combination Agreement is subject to approval of our shareholders and the satisfaction of other customary closing conditions.
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In connection with the Business Combination Agreement, we entered into the following agreements:
Support Agreement
On February 11, 2025, the e2 Parties, each of which is a holder of e2 Class A Units, entered into the Support Agreement, pursuant to which, among other things, (a) the Written Consent Parties agreed to (i) vote all of their e2 Class A Units in favor of the approval and adoption of the Transactions, including agreeing to execute the Written Consent within forty-eight hours of the Registration Statement becoming effective and (ii) not enter into any tender or voting arrangement that is inconsistent with the Support Agreement; and (b) the e2 Parties (i) agreed to not transfer any of their e2 Class A Units (or enter into any arrangement with respect thereto), subject to certain customary exceptions and (ii) acknowledged and agreed to waive any appraisal rights or dissenters’ rights under the Florida Revised Limited Liability Company act or any other applicable law with respect to their e2 Class A Units in connection with the Merger.
Sponsor Letter
On February 11, 2025, the Insiders entered into the Sponsor Letter, pursuant to which, among other things, (a) the Insiders agreed to waive the anti-dilution rights set forth in NETD’s organizational documents; (b) under certain circumstances, Sponsor agreed to forfeit, or cause one or more of its members or its or their affiliates to forfeit, a number of Class F ordinary shares; (c) Nabors Lux agrees to forfeit, or cause one or more of its subsidiaries or their respective affiliates to forfeit, 1,000,000 Class F ordinary shares (or NETD Class F Common Stock after giving effect to the Domestication) immediately prior to the Closing if at such time, Nabors Lux (or its subsidiaries or their respective affiliates) has not delivered an executed purchase order for an aggregate purchase price of at least $5.0 million of e2’s products and services and paid a downpayment equal to 50% of the aggregate purchase price thereunder; (d) the Insiders agree to vote all Ordinary Shares held by them in favor of the adoption and approval of the Business Combination Agreement, the Domestication, the Merger and the Transactions; and (e) the Insiders agree not to transfer, assign or sell (i) any Class F ordinary shares (including the underlying Class B ordinary shares and Class A ordinary shares) held by it, him or her until six months after the date of Closing, subject to certain exceptions and (ii) any warrants that were issued by NETD in a private placement in connection with its initial public offering or Class A ordinary share underlying such warrants, held by it, him or her until 30 days after the date of Closing.
Corporate Services Agreement
On February 11, 2025, Nabors Corporate, an affiliate of the Sponsor, entered into a Corporate Services Agreement with e2, pursuant to which Nabors Corporate may provide, if requested by e2, certain services related to compliance program support, investor relations support, United States human resources support and global tax support, among other things, to e2. In each case, the specific services to be provided will be set forth in one or more written statements of work, which will govern the compensation, term and other rights/responsibilities due to each party.
In connection with the Closing, we will enter into, among others, the following agreements:
In connection with the Closing, New e2, Sponsor, and certain shareholders of NETD (the “Existing Holders”) and unitholders of e2 (the “e2 Holders”) will enter into the Stockholder and Registration Rights Agreement (the “Stockholder and Registration Rights Agreement”), setting forth certain post-closing governance matters, including:
| ● | for so long as Nabors, and its subsidiaries beneficially own at least 50% of the Class A common stock after giving effect to the Transactions (the “New e2 Class A Common Stock”) that Nabors and its subsidiaries collectively beneficially owned immediately following the Closing, Sponsor will have the right to nominate two directors for election to the New e2 board of directors (the “New e2 Board”), with at least one nominee qualifying as “independent” pursuant to the listing standards of the applicable national securities exchange and the other nominee being initially appointed to the class of directors with the longest initial term; |
| ● | for so long as James Richmond (the “e2 Principal Holder”) beneficially owns at least 50% of the New e2 Class A Common Stock that the e2 Principal Holder beneficially owned immediately following Closing, the e2 Principal Holder will have the right to nominate three directors for election to the New e2 Board, with at least two nominees seated at any given time qualifying as “independent” pursuant to the listing standards of the applicable national securities exchange and the remaining nominee being initially appointed to the class of directors with the longest initial term; |
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| ● | for so long as each of Nabors and its subsidiaries and the e2 Principal Holder beneficially own an amount of shares of New e2 Class A Common Stock entitling them to their respective nomination rights, sponsor and the e2 Principal Holder will have the right to mutually agree to nominate one director for election to the New e2 Board and determine the Chairman of the New e2 Board, and such director nominee shall qualify as “independent” pursuant to the listing standards of the applicable national securities exchange; provided that, if either Nabors and its subsidiaries or the e2 Principal Holder ceases to own the amount of shares of New e2 Class A Common Stock entitling them to their respective nomination rights, the other party shall have the right to nominate one director for election to the New e2 Board and determine the Chairman of the New e2 Board until such party ceases to own such requisite number of shares of New e2 Class A Common Stock; and |
| ● | for so long as each of Nabors and its subsidiaries and the e2 Principal Holder beneficially own an amount of shares of New e2 Class A Common Stock entitling them to their respective nomination rights, the Chief Executive Officer of e2 will be nominated for election to the New e2 Board. |
In addition, New e2 will use its reasonable best efforts to file within 45 days of Closing, a registration statement (the “Resale Registration Statement”) registering the resale of certain securities held by stockholders of New e2 (the “Registration Rights Holders”), and New e2 will use its commercially reasonable efforts to cause the Resale Registration Statement declared effective as soon as practicable after the filing thereof. In certain circumstances, sponsor and Existing Holders may collectively demand one underwritten offering per fiscal year, and the e2 Holders may collectively demand two underwritten offerings per fiscal year, and all of the Registration Rights Holders will be entitled to customary piggyback registration rights.
Lock-Up Agreements
In connection with the Closing, New e2 and certain stockholders of New e2 will enter into Lock-Up Agreements (the “Lock-Up Agreements”), pursuant to which such stockholders will agree not to, for a period of six months following Closing, offer, pledge, hypothecate, create a security interest in, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of New e2 Class A Common Stock or any securities convertible into or exercisable or exchangeable for New e2 Class A Common Stock, subject to certain exceptions, including to pay or otherwise offset taxes.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 12, 2023 (inception) through June 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for an initial business combination. We do not expect to generate any operating revenues prior to the completion of our initial business combination at the earliest. Following our Initial Public Offering, we generate non-operating income in the form of interest income on permitted investments from the proceeds derived from the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2025, we had a net income of $2,352,808, which consists of interest income on marketable securities held in the trust account of $3,414,180, offset by operating costs of $1,061,372.
For the six months ended June 30, 2025, we had a net income of $3,229,304, which consists of interest income on marketable securities held in the trust account of $6,744,626, offset by operating costs of $3,515,322.
For the three months ended June 30, 2024, we had a net income of $3,572,019, which consists of interest income on marketable securities held in the trust account of $3,832,014, offset by operating costs of $259,995.
For the six months ended June 30, 2024, we had a net income of $7,368,911, which consists of interest income on marketable securities held in the trust account of $7,894,384, offset by operating costs of $525,473.
Liquidity, Capital Resources and Going Concern
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class F ordinary shares by our sponsor and loans from our sponsor.
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On July 18, 2023, we consummated the Initial Public Offering of 30,500,000 units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 500,000 units, at $10.00 per unit, generating gross proceeds of $305,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,540,000 private placement warrants to the direct or indirect owners of our Sponsor, at a price of $1.00 per private placement warrant, generating gross proceeds of $9,540,000.
In addition, the direct or indirect owners of our sponsor loaned the Company a total of $3,050,000, and in exchange, the Company issued unsecured promissory notes to each lender for an aggregate principal amount of $3,050,000, as of the closing date of the Initial Public Offering at no interest, which is referred to as the overfunding loans. The overfunding loans will be repaid upon the closing of the initial business combination or converted into warrants of the post-business combination entity at a price of $1.00 per warrant (or any combination thereof), at our sponsor’s discretion, which warrants will be identical to the private placement warrants. The overfunding loans were extended in order to ensure that the amount in the trust account was $10.10 per share at the closing of the Initial Public Offering. If the Company does not complete an initial business combination, the Company will not repay the overfunding loans from amounts held in the trust account, and the trust account proceeds will be distributed to the Company’s public shareholders, subject to the limitations; however, the Company may repay the overfunding loans if there are funds available outside the trust account to do so.
Following the Initial Public Offering, sale of the private placement warrants and the overfunding loans, a total of $308,050,000 was placed in the trust account. We incurred transaction costs of $17,966,142 consisting of $6,100,000 of cash underwriting discount, $10,675,000 of deferred underwriting fees, and $1,191,142 of other final offering costs.
For the six months ended June 30, 2025, cash used in operating activities was $421,342. Net income of $3,229,304 was affected by interest earned on marketable securities held in the trust account of $6,744,626. Changes in operating assets and liabilities provided $3,093,980 of cash for operating activities.
For the six months ended June 30, 2024, cash used in operating activities was $202,415. Net income of $7,368,911 was affected by interest earned on marketable securities held in the trust account of $7,894,384. Changes in operating assets and liabilities provided $323,058 of cash for operating activities.
As of June 30, 2025, we had cash held in the trust account of $338,525,756 (including $30,475,756 of interest income). We may withdraw interest from the trust account to pay taxes, if any. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2025, we had cash of $1,178,340. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial business combination, to pay for directors and officers liability insurance premiums.
In order to finance working capital deficit or to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans. If the Company completes its initial business combination, the Company would repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per private placement warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
We believe that amounts not held in the trust account will be sufficient to pay the costs and expenses to which such proceeds are allocated that are payable prior to the closing of our initial business combination. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination.
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We have determined that mandatory liquidation, should a business combination not occur by August 18, 2025, and potential subsequent dissolution raise substantial doubt about our ability to continue as a going concern for a reasonable period of time which is considered to be one year from the date of the issuance of the consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, or operating lease obligations, other than an agreement to pay an aggregate of $15,000 per month to an affiliate of our sponsor for office space, utilities, secretarial and administrative support.
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6,100,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $10,675,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. However, on February 10, 2025 and July 14, 2025, the Company received waiver letters from the underwriters for their portions of the deferred underwriting fee, accrued in connection with the Initial Public Offering. Therefore, there is no longer a deferred fee payable to the underwriters.
Critical Accounting Estimates
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates:
Cash and marketable Securities in Trust Account
As of June 30, 2025, the assets held in the Trust Account were held in U.S. Treasury Bills and cash. As of December 31, 2024, the assets held in the Trust Account were held in cash. We account for marketable securities at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the unaudited condensed consolidated statements of operations. As of June 30, 2025 and December 31, 2024, the fair value of cash and marketable securities held in Trust Account amounts to $338,525,863 and $331,781,130, respectively.
Derivative Financial Instruments
We evaluate financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and the over-allotment option liability, which was initially measured at fair value of $402,224, was derecognized in the unaudited condensed consolidated statements of operations.
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Warrant Instruments
We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair value. Fair value of public warrants at issuance amounted to $3,507,500.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Refer to Note 10 in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Form on Form 10-K/A filed with the SEC on April 2, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Other than as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Form on Form 10-K/A filed with the SEC on April 2, 2025, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Potential new trade policies, such as tariffs, could adversely affect our search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.
There is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. These developments, or the perception that more of them could occur, may materially adversely affect the global economy and stability of global financial markets, potentially reducing trade and depressing economic activity. Such changes in international trade policies may adversely affect our search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination, which could adversely affect our financial condition. The extent of such impacts cannot be predicted at this time.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We have not sold any equity securities during the quarterly period ended June 30, 2025.
In connection with the Public Offering, sale of the Private Placement Warrants and the Overfunding Loan, we generated gross proceeds of $317,590,000. Of the gross proceeds, a total of $308,050,000, including $10,675,000 of deferred underwriting discounts and commissions was placed in the Trust Account. The net proceeds from the Initial Public Offering, sale of the Private Placement Warrants and the Overfunding Loan may be invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
We paid a total of $6,100,000 in underwriting discounts and commissions and incurred approximately $1,191,142 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $10,675,000 in underwriting discounts and commissions.
There has been no material change in the planned use of the proceeds from the Public Offering and certain of the proceeds from the sale of the Private Placement Warrants and the Overfunding Loan as is described in the Company’s final prospectus related to the Public Offering.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
| (a) | None. |
| (b) | None. |
| (c) | None of our directors or executive officers |
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| | |
No. |
| Description of Exhibit |
2.1# | | Business Combination Agreement, dated as of February 11, 2025, by and among NETD, Merger Sub and e2 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on February 12, 2025). |
3.1 |
| Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on July 17, 2025). |
10.1 | | Amended and Restated Investment Management Trust Agreement, dated July 17, 2025, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on July 17, 2025). |
10.2 | | Promissory Note, dated as of July 17, 2025, issued to Nabors Lux by the Company(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on July 17, 2025). |
31.1* |
| Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
| Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
| Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* |
| Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* |
| Inline XBRL Instance Document |
101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104* |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
# | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | |
| NABORS ENERGY TRANSITION CORP. II | |
| | |
Date: August 14, 2025 | By: | /s/ ANTHONY G. PETRELLO |
| Name: | Anthony G. Petrello |
| Title: | Chairman, President and Chief Executive Officer |
|
| (Principal Executive Officer) |
| | |
Date: August 14, 2025 | By: | /s/ WILLIAM RESTREPO |
| Name: | William Restrepo |
| Title: | Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |
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FAQ
What is the size of NETDW's Trust Account and what does it represent?
Did NETDW report net income for Q2 2025 and what drove it?
What is NETDW's cash and working capital available for transaction activities?
Has NETDW extended the deadline to complete a Business Combination?
What material contingent or deferred liabilities should investors note?
What does the filing say about the company's ability to continue as a going concern?
