UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed
by a party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
¨ Soliciting
Material under § 240.14a-12
Nabors
Energy Transition Corp. II
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x No
fee required.
¨ Fee
paid previously with preliminary materials.
¨ Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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): July 8, 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 Number) |
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. ¨
Postponement of Extraordinary General Meeting
On
June 16, 2025, Nabors Energy Transition Corp. II (“NETD” or the “Company”) filed a Definitive Proxy Statement
on Schedule 14A (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) for an extraordinary
general meeting of its shareholders (the “Extraordinary General Meeting”) to approve, among other things, a proposal to amend
the Company’s amended and restated memorandum and articles of association to allow the Company’s board of directors in their
sole discretion, 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 twelve times for an additional one month each time to July 18, 2026 (or within 36 months from the
consummation of the Company’s initial public offering). The Proxy Statement was mailed
to the Company’s shareholders of record as of June 9, 2025 on or about June 16, 2025.
On July 8, 2025, the Company postponed the Extraordinary
General Meeting, which was originally scheduled to be held virtually and in person on July 10, 2025, at 10:00 a.m., Central Time, and
will now hold the Extraordinary General Meeting virtually and in person on July 16, 2025, at 10:00 a.m., Central Time.
Extension of Redemption Deadline
In connection with the postponement of the Extraordinary
General Meeting, the Company is extending the deadline for holders of the Company’s Class A ordinary shares, par value $0.0001 per
share, initially sold as part of the units in the Company’s initial public offering to exercise their right to redeem their shares for their pro rata portion of the funds available in the trust
account established in connection with the Company’s initial public offering, or to withdraw any
previously delivered demand for redemption, to 4:00 p.m., Central time, on July 14, 2025 (two business days before the Extraordinary General
Meeting). Shareholders who wish to withdraw redemptions should contact the Company’s transfer agent, Continental Stock Transfer
& Trust Company, by email at spacredemptions@continentalstock.com.
If shareholders have any questions on any matter
in connection with the Extraordinary General Meeting, please call the Company’s proxy solicitor, Sodali & Co. at (800) 662-5200
(tollfree), or banks and brokers can call (203) 658-9400, or email at NETD.info@investor.sodali.com.
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”), NETD and e2Companies
LLC, a Florida limited liability company (“e2”), will file with the SEC the Registration Statement on Form S-4 (the “Registration
Statement”), which will include (i) a preliminary prospectus of NETD relating to the offer of securities to be issued in connection
with the Transactions, (ii) a preliminary proxy statement of NETD to be distributed to holders of NETD’s capital shares in connection
with NETD’s solicitation of proxies for vote by NETD’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. NETD 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 NETD and unitholders of e2. INVESTORS AND SECURITY HOLDERS OF NETD 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 NETD 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 NETD may be obtained free of charge from NETD’s website at www.nabors-etcorp.com or by written request to
NETD at 515 West Greens Road, Suite 1200, Houston, TX 77067.
Participants in the Solicitation
NETD, 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 NETD in connection
with the Transactions. Information about the directors and executive officers of NETD is set forth in NETD’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 NETD’s securities
have changed since the amounts printed in NETD’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, NETD’s and e2’s ability to consummate the Transactions, the
benefits of the Transactions and NETD’s and e2’s future financial performance following the Transactions, as well as NETD’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
NETD 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, NETD 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. NETD 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 NETD 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 NETD 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 NETD and e2; the amount of
redemption requests made by NETD’s shareholders; the outcome of any current or future legal proceedings or regulatory investigations,
including any that may be instituted against NETD or e2 following announcement of the Transactions; the occurrence of events that may
give rise to a right of one or both of NETD 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 NETD’s expectations can be found in NETD’s periodic
filings with the SEC, including NETD’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. NETD’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
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:
July 8, 2025
| |
NABORS ENERGY TRANSITION CORP.
II |
| |
|
| |
By: |
/s/ Anthony G. Petrello |
| |
Name: |
Anthony G. Petrello |
| |
Title: |
President, Chief Executive Officer and Secretary |
