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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date
of earliest event reported): September 17, 2025
Nabors Energy Transition Corp. II
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41744 |
|
98-1729137 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
515 West Greens Road, Suite 1200
Houston, Texas 77067
(Address of principal executive offices, including zip code)
Registrant’s telephone
number, including area code: (281) 874-0035
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one warrant |
|
NETDU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
NETD |
|
The Nasdaq Stock Market LLC |
| Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
NETDW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Nabors Energy Transition Corp. II (the “Company”)
previously announced a proposed business combination with e2Companies LLC, a Florida limited liability company (“e2”).
On September 17, 2025, the Company
issued an unsecured promissory note to 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”), an affiliate of Nabors Energy Transition Sponsor
II LLC (the “Sponsor”), in the principal amount of $250,000 (the “Note”) in connection with the Extension (as
defined below). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company
consummates its initial business combination and (ii) the liquidation of the Company on or before October 19, 2025, unless such
date is extended pursuant to the Company’s second amended and restated memorandum and articles of association (the “Amended
Articles”), or such later liquidation date as may be approved by the Company’s shareholders.
If the Company consummates an initial business
combination, it will repay the loan out of the proceeds of the trust account for its public shareholders (the “Trust Account”)
or, at the option of the Sponsor, convert all or a portion of the loan into warrants for $1.00 per warrant, which warrants will be identical
to the warrants issued by the Company in a private placement in connection with the Company’s initial public offering. If the Company
does not consummate an initial business combination, the Company will repay the loan only from funds held outside of the Trust Account.
The issuance of the Note was made pursuant to
the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified
in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth in Item 1.01 of this
Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 of this
Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 3.02.
On September 17, 2025, the Company
issued a press release announcing that the Company’s board of directors has elected to extend the date by which the Company has
to consummate an initial business combination from September 18, 2025 to October 18, 2025 (the “Extension”), as
permitted under the Amended Articles. In connection with the Extension, Nabors Lux has deposited $250,000 into the Trust Account.
A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Important Information for Shareholders
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the transactions contemplated
by the Business Combination Agreement and Plan of Reorganization, dated February 11, 2025 (the “Transactions”), the Company
and e2 will file with the U.S. Securities and Exchange Commission (the “SEC”) the Registration Statement on Form S-4
(the “Registration Statement”), which will include (i) a preliminary prospectus of the Company relating to the offer
of securities to be issued in connection with the Transactions, (ii) a preliminary proxy statement of the Company to be distributed
to holders of the Company’s capital shares in connection with the Company’s solicitation of proxies for vote by the Company’s
shareholders with respect to the Transactions and other matters described in the Registration Statement and (iii) a consent solicitation
statement of e2 to be distributed to unitholders of e2 in connection with e2’s solicitation for votes to approve the Transactions.
The Company and e2 also plan to file other documents with the SEC regarding the Transactions. After the Registration Statement has been
declared effective by the SEC, a definitive proxy statement/consent solicitation statement/prospectus will be mailed to the shareholders
of the Company and unitholders of e2. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND E2 ARE URGED TO READ THE REGISTRATION STATEMENT,
THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND
ALL OTHER DOCUMENTS RELATING TO THE TRANSACTIONS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
Investors and security holders will be able to
obtain free copies of the proxy statement/consent solicitation statement/prospectus and other documents containing important information
about the Company and e2 once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
In addition, the documents filed by the Company may be obtained free of charge from the Company’s website at www.nabors-etcorp.com
or by written request to the Company at 515 West Greens Road, Suite 1200, Houston, TX 77067.
Participants in the Solicitation
The Company, Nabors Industries Ltd., e2 and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the
Company in connection with the Transactions. Information about the directors and executive officers of the Company is set forth in the
Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the SEC on April 2, 2025.
To the extent that holdings of the Company’s securities have changed since the amounts printed in the Company’s Annual Report
on Form 10-K/A for the year ended December 31, 2024, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/consent solicitation
statement/prospectus and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking Statements
The information included herein and in any oral
statements made in connection herewith include “forward-looking statements”. All statements, other than statements of present
or historical fact included herein, regarding the Transactions, the Company’s and e2’s ability to consummate the Transactions,
the benefits of the Transactions and the Company’s and e2’s future financial performance following the Transactions, as well
as the Company’s and e2’s strategy, future operations, financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in
connection herewith, the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such
terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based on the Company and e2 management’s current expectations and assumptions
about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise
required by applicable law, the Company and e2 disclaim any duty to update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company and e2 caution you
that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which
are beyond the control of the Company and e2. These risks include, but are not limited to, general economic, financial, legal, political
and business conditions and changes in domestic and foreign markets; the inability of the parties to successfully or timely consummate
the Transactions or to satisfy the conditions to the closing of the Transactions, including satisfaction of the minimum proceeds condition
and the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company; the risk that the approval of the shareholders of the Company for the Transactions is not obtained;
the failure to realize the anticipated benefits of the Transactions, including as a result of a delay in consummating the Transactions
or difficulty in, or costs associated with, integrating the businesses of the Company and e2; the amount of redemption requests made by
the Company’s shareholders; the outcome of any current or future legal proceedings or regulatory investigations, including any that
may be instituted against the Company or e2 following announcement of the Transactions; the occurrence of events that may give rise to
a right of one or both of the Company and e2 to terminate the definitive agreements related to the Transactions; difficulties or delays
in the development of e2’s business; the risks related to the rollout of e2’s business and the timing of expected business
milestones; potential benefits and commercial attractiveness to its customers of e2’s products; the potential success of e2’s
marketing and expansion strategies; the effects of competition on e2’s future business; the ability of e2 to convert its currently
contracted revenues from new original equipment manufacturer sales and energy service agreements into actual revenue; the ability of e2
to recruit and retain key executives, employees and consultants; and the ability of e2 management to successfully manage a public company.
Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should
underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.
Additional information concerning these and other factors that may impact the Company’s expectations can be found in the Company’s
periodic filings with the SEC, including the Company’s Annual Report on Form 10-K/A filed with the SEC on April 2, 2025
and any subsequently filed Quarterly Reports on Form 10-Q. The Company’s SEC filings are available publicly on the SEC’s
website at www.sec.gov.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
|
Description |
| 10.1 |
|
Promissory Note, dated as of September 17, 2025, issued to Nabors Lux by the Company. |
| |
|
|
| 99.1 |
|
Press Release, dated September 17, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September 17, 2025
| |
NABORS ENERGY TRANSITION CORP. II |
| |
|
| |
By: |
/s/ Anthony G. Petrello |
| |
Name: |
Anthony G. Petrello |
| |
Title: |
President, Chief Executive Officer and Secretary |
