Nabors Energy Transition Corp. II Files 8-K

TL;DR

Nabors Energy Transition Corp. II filed an 8-K on Oct 17, 2025, reporting material agreements and financial obligations.

AI Summary

Nabors Energy Transition Corp. II filed an 8-K on October 20, 2025, reporting on events from October 17, 2025. The filing indicates the entry into a material definitive agreement, the creation of a direct financial obligation, and unregistered sales of equity securities. Specific details on the nature of these agreements and obligations are not fully elaborated in the provided text.

Why It Matters

This 8-K filing signals significant corporate actions by Nabors Energy Transition Corp. II, including new agreements and financial obligations, which could impact its financial structure and future operations.

Risk Assessment

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

Key Players & Entities

• Nabors Energy Transition Corp. II (company) — Registrant
• October 17, 2025 (date) — Earliest event reported
• October 20, 2025 (date) — Filing date

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

• tm2528996d1_8k.htm (8-K) — 43KB
• tm2528996d1_ex10-1.htm (EX-10.1) — 24KB
• tm2528996d1_ex99-1.htm (EX-99.1) — 8KB
• 0001104659-25-100482.txt ( ) — 306KB
• netd-20251017.xsd (EX-101.SCH) — 4KB
• netd-20251017_def.xml (EX-101.DEF) — 27KB
• netd-20251017_lab.xml (EX-101.LAB) — 37KB
• netd-20251017_pre.xml (EX-101.PRE) — 25KB
• tm2528996d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 17, 2025, Nabors Energy Transition Corp. II (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 November 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-Bal

02 Unregistered

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 October 17, 2025, the Company issued a press release announcing that the Company's board of directors has elected to extend the Company's outside date from October 18, 2025 to November 18, 2025 (the "Extension"), as permitted under the Amended Articles, to provide time to solicit shareholders for its upcoming extraordinary general meeting (the "EGM"). 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. 2 Important Information for Shareholders This communication does not constitute a solicitation of any vote or approval. In connection with the EGM, the Company has filed with the U.S. Securities and Exchange Commission (the "SEC") a preliminary proxy statement. A definitive proxy (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE. Shareholders are able to obtain free copies of the proxy statement and other documents containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Participants in the Solicitation The Company and Nabors Industries Ltd. 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 EGM. 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

Forward-Looking Statements

Forward-Looking Statements The information included herein contains statements that constitute "forward-looking statements." Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's Annual Report on Form 10-K/A filed with the SEC on April 2, 2025, subsequently filed Quarterly Reports on Form 10-Q and the Company's preliminary proxy no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Promissory Note, dated as of October 17, 2025, issued to Nabors Lux by the Company. 99.1 Press Release, dated October 17, 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: October 17, 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