Nabors Energy Transition Corp. II Files 8-K

TL;DR

Nabors Energy Transition Corp. II filed an 8-K on Aug 15, 2025, reporting new deals and debt.

AI Summary

Nabors Energy Transition Corp. II filed an 8-K on August 15, 2025, reporting the entry into a material definitive agreement and unregistered sales of equity securities. The filing also details the creation of a direct financial obligation. Specific details regarding the agreement, financial obligation, and the nature of the equity sales are not fully elaborated in the provided text.

Why It Matters

This filing indicates significant corporate actions by Nabors Energy Transition Corp. II, including new agreements and financial obligations, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and financial obligations, which carry inherent risks that are not fully detailed in the provided excerpt.

Key Players & Entities

• Nabors Energy Transition Corp. II (company) — Registrant
• August 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — f one Class A ordinary share, par value $0.0001 per share, and one-half of one warrant
• $11.50 — ordinary share at an exercise price of $11.50 per share NETDW The Nasdaq Stock Ma
• $250,000 — "Sponsor"), in the principal amount of $250,000 (the "Note") in connection with the Ext
• $1.00 — a portion of the loan into warrants for $1.00 per warrant, which warrants will be ide

Filing Documents

• tm2523354d1_8k.htm (8-K) — 46KB
• tm2523354d1_ex10-1.htm (EX-10.1) — 23KB
• tm2523354d1_ex99-1.htm (EX-99.1) — 14KB
• 0001104659-25-079333.txt ( ) — 318KB
• netd-20250815.xsd (EX-101.SCH) — 4KB
• netd-20250815_def.xml (EX-101.DEF) — 27KB
• netd-20250815_lab.xml (EX-101.LAB) — 37KB
• netd-20250815_pre.xml (EX-101.PRE) — 25KB
• tm2523354d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

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 August 15, 2025, the Company issued an unsecured promissory note to Nabors Lux 2 S.a.r.l., a private limited liability company (socit responsabilit limite) 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 September 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 For

02 Unregistered Sales of Equity Securities

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.

01 Other Events

Item 8.01 Other Events. On August 15, 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 August 18, 2025 to September 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. 1 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 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 unith

Forward-Looking Statements

Forward-Looking Statements The information included herein and in any oral 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 conditio

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Promissory Note, dated as of August 15, 2025, issued to Nabors Lux by the Company. 99.1 Press Release, dated August 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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: August 15, 2025 NABORS ENERGY TRANSITION CORP. II By: /s/ Anthony G. Petrello Name: Anthony G. Petrello Title: President, Chief Executive Officer and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR