Nabors Energy Transition II Seeks Indefinite Extension, Trust Fund Access

TL;DR

**NETC II is ditching its SPAC mission to become a debt collector, leaving shareholders in limbo with an indefinite extension and trust fund withdrawals.**

AI Summary

Nabors Energy Transition Corp. II (NETC II) is holding an extraordinary general meeting on November 14, 2025, to vote on proposals that would allow the company to extend its existence indefinitely and withdraw funds from its Trust Account. The company seeks to amend its Second Amended and Restated Memorandum and Articles of Association to delete Article 49 (Business Combination) and extend the date for consummating an initial business combination indefinitely. Additionally, NETC II proposes to amend its Investment Management Trust Agreement to permit the withdrawal of up to $0.50 per Public Share not redeemed and up to 100% of accrued interest from the Trust Account to cover fees and expenses incurred since its formation. This strategic shift follows the termination of its Business Combination Agreement with e2Companies LLC on October 14, 2025, and a subsequent Settlement Agreement. Under the Settlement Agreement, e2 issued secured promissory notes totaling $29.23 million to NETC II, with the First Note for $14.615 million maturing on March 31, 2026, and the Second Note for $14.615 million maturing on October 14, 2028. NETC II also has the potential to receive a Trigger Event Payment of 6.5% of e2's equity value exceeding $500 million upon certain events. The Sponsor, Nabors Energy Transition Sponsor II LLC, has ceased funding monthly extension payments of $250,000, totaling $1.0 million to date, necessitating these proposals to avoid winding up. As of October 23, 2025, the Trust Account held approximately $155.3 million, with a redemption price per share of approximately $11.31.

Why It Matters

This DEF 14A filing signals a significant pivot for Nabors Energy Transition Corp. II, moving away from its original SPAC mandate to complete a business combination. For investors, the indefinite extension and proposed withdrawals from the Trust Account introduce uncertainty regarding the timeline for receiving their capital and potential returns, especially since the company no longer intends to pursue an initial business combination. The termination of the e2Companies LLC merger and the subsequent settlement, including the $29.23 million in promissory notes, transforms NETC II into a holding entity for these notes, impacting its competitive position against other SPACs actively seeking mergers. Employees and customers of e2Companies LLC may also face indirect impacts from the financial restructuring and the potential Trigger Event Payment. The broader market will observe how this unique SPAC unwind affects investor confidence in similar blank-check companies.

Risk Assessment

Risk Level: high — The risk level is high because Nabors Energy Transition Corp. II is proposing to extend its existence indefinitely without a clear path to an initial business combination, effectively transforming into a vehicle for collecting on $29.23 million in promissory notes from e2Companies LLC. Shareholders who do not redeem their shares will not have another opportunity to do so for their pro rata portion of the Trust Account funds if the proposals pass. Furthermore, the company expects to be delisted from Nasdaq, and there are no assurances that the payments under the Settlement Agreement and Notes will be received in full or at all, or as to the amount of fees and expenses, which currently stand at approximately $10.0 million.

Analyst Insight

Investors should carefully consider redeeming their Public Shares before the November 14, 2025, Shareholder Meeting, especially given the expected Nasdaq delisting and the shift from a SPAC to a debt-holding entity. Those who remain will be subject to the discretion of the Board for distributions from the e2Companies notes, with no guarantee of full payment or a clear timeline.

Key Numbers

• $29.23M — Secured Promissory Notes (Total principal amount issued by e2Companies LLC to NETC II following settlement)
• $14.615M — First Note Maturity (Principal amount due March 31, 2026, from e2Companies LLC)
• $14.615M — Second Note Maturity (Principal amount due October 14, 2028, from e2Companies LLC)
• $1.0M — Monthly Extension Payments (Total funds deposited by Sponsor into Trust Account for extensions to date)
• $0.50 — Per Public Share Withdrawal (Maximum amount per non-redeemed Public Share to be withdrawn from Trust Account interest for fees)
• $155.3M — Trust Account Balance (Aggregate amount on deposit as of October 23, 2025)
• $11.31 — Redemption Price Per Share (Calculated redemption price as of October 23, 2025)
• $10.0M — Incurred Fees and Expenses (Approximate fees and expenses incurred by NETC II since formation)
• 6.5% — Trigger Event Payment Percentage (Percentage of e2's equity value exceeding $500 million payable to NETC II upon a Trigger Event)
• 100% — Interest Withdrawal (Percentage of interest accrued from IMTA Amendment date that can be withdrawn from Trust Account)

Key Players & Entities

• Nabors Energy Transition Corp. II (company) — Registrant and SPAC
• e2Companies LLC (company) — Former business combination target and current debtor
• Nabors Energy Transition Sponsor II LLC (company) — Sponsor of NETC II
• Continental Stock Transfer & Trust Company (company) — Trustee for the Investment Management Trust Agreement
• Vinson & Elkins L.L.P. (company) — Location of physical Shareholder Meeting
• $29.23 million (dollar_amount) — Aggregate principal amount of secured promissory notes issued by e2Companies LLC to NETC II
• $14.615 million (dollar_amount) — Principal amount of the First Note maturing March 31, 2026
• $14.615 million (dollar_amount) — Principal amount of the Second Note maturing October 14, 2028
• $0.50 (dollar_amount) — Maximum per Public Share withdrawal from Trust Account interest for fees and expenses
• $155.3 million (dollar_amount) — Aggregate amount on deposit in the Trust Account as of October 23, 2025

FAQ

Risk Factors

• Dependence on Sponsor Funding for Extensions [high — financial]: The Sponsor has ceased funding monthly extension payments of $250,000, totaling $1.0 million to date. Without approval of the proposals to extend the company's existence indefinitely and allow withdrawal of funds from the Trust Account, the company may be wound up, indicating a significant financial dependency and risk of dissolution.
• Settlement Agreement and Note Repayment [medium — legal]: The company received $29.23 million in secured promissory notes from e2Companies LLC following a settlement. The First Note of $14.615 million matures on March 31, 2026, and the Second Note of $14.615 million matures on October 14, 2028. Repayment is subject to certain security interest vesting conditions and potential acceleration upon a 'Payment Event', introducing complexity and potential delays in recovery.
• Trust Account Withdrawal for Expenses [medium — financial]: The company proposes to withdraw up to $0.50 per Public Share not redeemed and 100% of accrued interest from the Trust Account to cover fees and expenses incurred since formation, estimated at $10.0 million. This withdrawal reduces the capital available for future business combinations and impacts the net proceeds available to shareholders.

Industry Context

Nabors Energy Transition Corp. II operates within the special purpose acquisition company (SPAC) sector, which has seen increased scrutiny and a shift in investor sentiment. The termination of its prior business combination with e2Companies LLC and the subsequent settlement highlight the challenges SPACs face in executing their intended business combinations within the typical timeframe. The need to extend corporate existence and access trust funds for operational expenses is a common challenge for SPACs that have not yet identified a viable target or have faced deal failures.

Regulatory Implications

The proposed amendments to the company's charter and trust agreement require shareholder approval and are subject to SEC regulations governing proxy solicitations and SPAC operations. The withdrawal of funds from the trust account for expenses, while permitted under certain conditions, could be viewed critically by investors and regulators if it appears to deplete capital intended for a future business combination.

What Investors Should Do

1. Review the proposed amendments to the Second Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement.
2. Consider the financial implications of the settlement with e2Companies LLC, including the value and repayment terms of the secured promissory notes.
3. Evaluate the company's financial position and the Sponsor's cessation of extension payments.
4. Vote on the Articles Amendment Proposal, IMTA Amendment Proposal, and Adjournment Proposal.

Key Dates

• 2025-11-14: Extraordinary General Meeting — Shareholders will vote on proposals to extend the company's existence indefinitely and amend the Trust Agreement to allow withdrawal of funds for expenses.
• 2025-10-14: Termination of Business Combination Agreement with e2Companies LLC and Settlement Agreement — This event led to the termination of the e2 business combination and the issuance of secured promissory notes to NETC II.
• 2026-03-31: Maturity Date of First Note from e2Companies LLC — This is the first repayment deadline for the $14.615 million note issued to NETC II as part of the settlement.
• 2028-10-14: Maturity Date of Second Note from e2Companies LLC — This is the final repayment deadline for the $14.615 million note issued to NETC II.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document outlines the proposals shareholders will vote on at the extraordinary general meeting.)

Trust Account

An account established by a special purpose acquisition company (SPAC) to hold the proceeds from its initial public offering (IPO) until a business combination is completed. (The company is seeking to withdraw funds from this account to cover expenses.)

Business Combination

The merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving the SPAC and one or more businesses or entities. (The company's original purpose was to complete a business combination, which has now been terminated with e2Companies LLC.)

Sponsor

The entity that typically organizes and finances a SPAC, often receiving founder shares and warrants in exchange for their investment and support. (The Sponsor has ceased funding extension payments, necessitating the current proposals.)

Redemption Price Per Share

The amount per share that public shareholders receive if they choose to redeem their shares, typically the IPO price plus any accrued interest, less expenses. (This is the price at which shareholders can redeem their shares if they do not vote in favor of the proposals.)

IMTA Amendment

Amendment to the Investment Management Trust Agreement, which governs the funds held in the Trust Account. (This amendment is crucial for allowing the withdrawal of funds from the Trust Account for expenses.)

Year-Over-Year Comparison

This DEF 14A filing represents a significant strategic pivot from the company's initial formation and pursuit of a business combination. Unlike previous filings focused on the e2Companies LLC merger, this document details the termination of that agreement and the subsequent settlement, including the receipt of $29.23 million in promissory notes. The primary focus has shifted to securing shareholder approval for indefinite corporate existence and accessing trust funds for operational expenses, driven by the Sponsor's decision to cease funding extension payments.

Key Financial Figures

• $0.50 — public offering (the " IPO ") (x) up to $0.50 per Public Share that is not redeemed i
• $0.0001 — ient Class A ordinary shares, par value $0.0001 per share (the " Class A Ordinary Share
• $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
• $250,000 — designees) deposits additional funds of $250,000 for each one-month extension (each such
• $1.0 million — 25 to November 18, 2025, and a total of $1.0 million has been deposited into the Trust Accou
• $10.0 million — ment, the Company has (i) approximately $10.0 million of incurred fees and expenses and (ii)
• $4.1 million — ees and expenses and (ii) approximately $4.1 million in loans from the direct and indirect o
• $11 — ption price per share was approximately $11.31, based on the aggregate amount on de
• $155.3 million — t in the Trust Account of approximately $155.3 million as of October 23, 2025 (including inter
• $11.35 — ock Market LLC on October 23, 2025, was $11.35. If the closing price of the Public Sha

Filing Documents

• tm2528818-3_def14a.htm (DEF 14A) — 708KB
• px_25naborsproxy1pg01-bw.jpg (GRAPHIC) — 211KB
• px_25naborsproxy1pg02-bw.jpg (GRAPHIC) — 462KB
• 0001104659-25-102628.txt ( ) — 1637KB

From the Filing

DEF 14A 1 tm2528818-3_def14a.htm DEF 14A tm2528818-3_def14a - block - 5.5973442s TABLE OF CONTENTS 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 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 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): 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. TABLE OF CONTENTS LETTER TO SHAREHOLDERS OF NABORS ENERGY TRANSITION CORP. II 515 West Greens Road, Suite 1200 Houston, TX 77067 Dear Nabors Energy Transition Corp. II Shareholder: You are cordially invited to attend an extraordinary general meeting of Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the " Company ," " we ," " us " or " our "), which will be held on November 14, 2025, at 10:00 a.m., Central Time, at the offices of Vinson & Elkins L.L.P., located at 845 Texas Avenue, Suite 4700, Houston, Texas 77002, and as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the " Shareholder Meeting "). The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our currently effective Second Amended and Restated Memorandum and Articles of Association (the " Second A&R Memorandum and Articles of Association "). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting the Company's Chief Executive Officer at 515 West Greens Road, Suite 1200, Houston, Texas 77067 by 4:00 p.m., Central Time, on November 12, 2025 (two business days prior to the initially scheduled meeting date). You can participate in the virtual Shareholder Meeting, vote and submit questions via live webcast by visiting https://www.cstproxy.com/naborsetcorpii/egm2025 . Please see " Questions and Answers about the Shareholder Meeting—How do I attend the virtual Shareholder Meeting? " in the accompanying proxy statement for more information. Even if you are planning on attending the Shareholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Shareholder Meeting. The accompanying notice of the Shareholder Meeting and proxy statement describe the business the Company will conduct at the Shareholder Meeting and provide information about the Company that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated October 27, 2025, and is expected to be first mailed or otherwise delivered to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals: 1. Proposal No. 1—Articles Amendment Proposal —To consider and vote upon a proposal to approve by special resolution, with effect from such date as determined by the Company's board of directors (the " Board ") in their sole discretion, an amendment to the Second A&R Memorandum and Articles of Association to (i) delete Article 49 (Business Combination), other than Article 49.7, in its entirety and (ii) extend the date by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination, involving the Company and one or more businesses or entities (an " initial business combination ") indefinitely (the " Indefinite Extension " and such proposal, the " Articles Amendment Proposal "). The text of the special resolution and a copy of the form of the proposed Amendment to the Second Amended and Restated Memorandum and Articles of Association are set forth in Annex A to the accompanying proxy statement, which we refer to as the " Articles Amendment ". 2. Proposal No. 2—IMTA Amendment Proposal —To consider and vote upon a proposal to approve an amendment and restatement of the Amended and Restated Investment Management Trust Agreement, dated as of July 17, 2025 (the " Trust Agreement "), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to permit the Company (i)

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View this DEF 14A filing on SEC EDGAR