Nabors Energy Transition Corp. II Files 8-K

TL;DR

Nabors Energy Transition Corp. II entered and terminated a material agreement on Oct 14, 2025. Filing includes financials.

AI Summary

Nabors Energy Transition Corp. II announced on October 14, 2025, the entry into and termination of a material definitive agreement. The filing also includes financial statements and exhibits related to these events. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate actions, including the execution and subsequent termination of a material agreement, which could impact the company's strategic direction and financial standing.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement can signal underlying business challenges or a change in strategic direction, warranting closer scrutiny.

Key Numbers

• 1231 — Fiscal Year End (Indicates the company's annual reporting cycle.)

Key Players & Entities

• Nabors Energy Transition Corp. II (company) — Registrant
• October 14, 2025 (date) — Date of earliest event reported
• Cayman Islands (jurisdiction) — State or other jurisdiction of incorporation
• 001-41744 (commission_file_number) — SEC File Number

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
• $29.23 m — any in an aggregate principal amount of $29.23 million, of which (x) $14.615 million mat
• $14.615 million — amount of $29.23 million, of which (x) $14.615 million matures on March 31, 2026 ($3.5 million
• $3.5 million — .615 million matures on March 31, 2026 ($3.5 million of which is required to be prepaid on o
• $17.5 million — in excess of a cumulative threshold of $17.5 million of the net proceeds from all Payment Ev
• $22 million — m of 10% of the net proceeds from up to $22 million of debt or equity financings by a Cover
• $500 million — of the equity value of e2 in excess of $500 million implied by such Trigger Event (such pay

Filing Documents

• tm2528746d1_8k.htm (8-K) — 40KB
• tm2528746d1_ex10-1.htm (EX-10.1) — 71KB
• tm2528746d1_ex10-2.htm (EX-10.2) — 253KB
• 0001104659-25-099553.txt ( ) — 661KB
• netd-20251014.xsd (EX-101.SCH) — 4KB
• netd-20251014_def.xml (EX-101.DEF) — 27KB
• netd-20251014_lab.xml (EX-101.LAB) — 37KB
• netd-20251014_pre.xml (EX-101.PRE) — 25KB
• tm2528746d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 11, 2025, Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the " Company "), and Liffey Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (" Merger Sub "), entered into the Business Combination Agreement and Plan of Reorganization (the " Business Combination Agreement ") with e2Companies LLC, a Florida limited liability company (" e2 "). On October 14, 2025 (the " Settlement Date "), the Company, e2, Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (the " Sponsor "), and Merger Sub entered into the Settlement Agreement and Release (the " Settlement Agreement ") pursuant to which (i) e2 issued a secured promissory note (the " Secured Promissory Note ") to the Company in an aggregate principal amount of $29.23 million, of which (x) $14.615 million matures on March 31, 2026 ($3.5 million of which is required to be prepaid on or before December 31, 2025) (the " First Note "), and (y) $14.615 million matures on October 14, 2028 (the " Second Note " and together with the First Note, the " Notes "), provided that, certain security interests granted by e2 and its subsidiaries will not vest until the repayment in full of all obligations owed to a priority creditor, (ii) the parties agreed to dismiss with prejudice the previously disclosed action styled Nabors Energy Transition Corp. II, et al. v. e2Companies LLC , 2025-0810-BWD and release the parties from various known and unknown claims, subject to certain carve-outs, effective upon the Settlement Date, and (iii) the Business Combination Agreement and all ancillary agreements entered into in connection therewith were deemed terminated by mutual agreement upon the Settlement Date. Prior to the maturity date of the Second Note, upon the occurrence of a Payment Event (as defined below), (i) that is a change of control (other than a change of control of a

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Business Combination Agreement and all ancillary agreements entered into in connection therewith is incorporated by reference in this Item 1.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Settlement Agreement, dated as of October 14, 2025, by and among the Company, e2, the Sponsor and Merger Sub. 10.2* Secured Promissory Note, dated as of October 14, 2025, issued to the Company by e2. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted annex, schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request 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: October 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