HOUSTON, July 17, 2025 /PRNewswire/ -- Nabors Energy Transition Corp. II (Nasdaq: NETD) ("NETD" or the "Company") announced that its board of directors has elected to extend the date by which NETD has to consummate a business combination by one additional month from July 18, 2025 to August 18, 2025 (the "Extension"), as permitted under NETD's second amended and restated memorandum and articles of association. The Extension provides NETD with additional time to complete its previously announced initial busin ...

HOUSTON, July 16, 2025 /PRNewswire/ -- Nabors Energy Transition Corp. II ("NETD" or the "Company") (Nasdaq: NETD) announced today that its shareholders approved an extension of the date by which it has to consummate its initial business combination, allowing the Company's board of directors, without another shareholder vote, to extend such date 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 NETD's initial public offe ...

IPO and Financing - The company completed its Initial Public Offering (IPO) on July 18, 2023, raising approximately $305.0 million in gross proceeds from the sale of 30,500,000 units at $10.00 per unit, with offering costs of about $18.0 million[22]. - A private placement of 9,540,000 private placement warrants was executed simultaneously with the IPO, generating gross proceeds of $9.5 million[23]. - Nabors raised approximately $276.0 million from the sale of about 27.6 million units during its initial public offering in November 2021[42]. - The company has $331.8 million available in trust for a business combination as of December 31, 2024, assuming no redemptions[68]. - The company has approximately $1.6 million in cash outside the trust account as of December 31, 2024, which may be insufficient for its operational needs[187]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[71]. - The company intends to effectuate its initial business combination using cash from the Initial Public Offering, private placement warrants, and overfunding loans[69]. - If the net proceeds from the Initial Public Offering and other sources are insufficient, the company may be unable to complete its initial business combination, potentially resulting in public shareholders receiving less than $10.10 per share[185]. Business Strategy and Focus - The business strategy focuses on identifying opportunities in the energy sector's transition from fossil fuels to renewable energy sources, targeting sectors such as alternative energy, energy storage, and carbon capture[32][33]. - The company plans to leverage Nabors' expertise in energy transition and technology to identify and execute investment opportunities[33]. - The company aims to prioritize environmental, social, and governance (ESG) factors in its operations and investment strategies[32]. - The company intends to focus on target businesses in emissions reduction, carbon capture, renewable energy, and mobile assets, but may pursue opportunities outside these sectors[196]. - The company aims to focus on acquisition targets that can scale technology globally and have established operational systems in place[43]. - Nabors seeks to acquire businesses with a worldwide footprint in markets accounting for 80% of hydrocarbon production[43]. Acquisition and Business Combination - The merger with e2 is expected to be completed by February 11, 2025, subject to shareholder approval and customary closing conditions[24]. - The company intends to pursue acquisition opportunities with significant growth prospects, emphasizing market leadership and access to public capital markets[36]. - The company has established criteria for evaluating acquisition candidates, including the potential for sustainable competitive advantages[53]. - The company may pursue an initial business combination with a business that is financially unstable or in its early stages of development, which carries inherent risks[80]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues and cash flows[205]. - The company may seek to complete a business combination with a private company, which could result in acquiring a less profitable entity than anticipated due to limited available information[217]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares regardless of their voting stance on the initial business combination[100]. - A minimum of 11,437,501 public shares, representing 37.5% of the 30,500,000 public shares sold in the Initial Public Offering, is required for approval of the initial business combination[106]. - Shareholders holding more than 15% of the shares sold in the Initial Public Offering will be restricted from redeeming excess shares without prior consent[113]. - Redemption rights are irrevocable once the business combination is approved, ensuring that shareholders cannot change their decision post-approval[117]. - Shareholders can withdraw their redemption request up to two business days before the scheduled vote on the business combination[118]. - If public shareholders redeem their shares, it may negatively impact the company's financial condition and ability to complete a business combination[160]. Regulatory and Compliance Risks - The company must ensure that the aggregate fair market value of the target businesses is at least 80% of the net assets held in trust at the time of the agreement[49]. - Regulatory reviews, such as those by CFIUS, may delay or prohibit the completion of an initial business combination[170][171]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete its initial business combination[191]. - The SEC has adopted new rules effective July 1, 2024, which may adversely affect the company's ability to engage financial advisors and complete initial business combinations[192]. Financial Condition and Risks - The anticipated pro rata redemption price for public shares is approximately $10.10 per share if an initial business combination is not completed within the specified period[48]. - The anticipated cash amount in the trust account is expected to be $10.10 per public share upon completion of the initial business combination[100]. - If the company fails to complete a business combination within the required timeframe, public shareholders may only receive $10.10 per share or less[169]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[213]. - There is a risk that the company may only complete one business combination, leading to a lack of diversification and potential negative impacts on operations and profitability[215]. - The company may face intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[138]. Management and Operations - The management team intends to devote necessary time to affairs until the initial business combination is completed[61]. - The company currently has three officers who will devote time as necessary until the initial business combination is completed[139]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[140]. - The company has a monthly reimbursement of $15,000 for office space and administrative support from its sponsor[142].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $3,971,625, driven by interest income of $4,450,892 from marketable securities, with operating costs of $479,267[115] - For the nine months ended September 30, 2024, the company achieved a net income of $11,340,536, consisting of interest income of $12,345,276 and operating costs of $1,004,740[115] - Cash used in operating activities for the nine months ended September 30, 2024, was $264,250, with net income affected by interest earned on marketable securities[122] Marketable Securities - As of September 30, 2024, the company held marketable securities in the trust account valued at $328,013,391, including $19,963,391 of interest income[124] - The fair value of marketable securities held in the trust account was $328,013,391 as of September 30, 2024, compared to $315,668,115 as of December 31, 2023[133] Initial Public Offering - The company completed its Initial Public Offering on July 18, 2023, raising gross proceeds of $305,000,000 from the sale of 30,500,000 units at $10.00 per unit[119] - The company incurred transaction costs of $17,966,142 related to the Initial Public Offering, which included a cash underwriting discount of $6,100,000 and deferred underwriting fees of $10,675,000[121] Financing and Liquidity - The company may need to obtain additional financing to complete its initial business combination or to cover redemptions of public shares, which could involve issuing additional securities or incurring debt[128] - The company has determined that if a business combination does not occur by July 18, 2025, it may face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[129] - The company has no long-term debt or capital lease obligations, only an agreement to pay $15,000 per month for office space and administrative support[131] Internal Controls and Compliance - There were no changes in internal control over financial reporting that materially affected the internal control during the fiscal quarter ended September 30, 2024[141] - Disclosure controls and procedures were effective at a reasonable assurance level during the reporting period[140] - Management does not believe that any recently issued accounting standards will materially affect the unaudited condensed financial statements[137] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[138] Legal Matters - There are no legal proceedings currently affecting the company[143]

Financial Performance - The company had a net income of $3,796,892 for the three months ended March 31, 2024, primarily from interest income on marketable securities of $4,062,370, offset by operating costs of $265,478 [127]. - Cash used in operating activities for the three months ended March 31, 2024, was $48,560, with net income affected by interest earned on marketable securities [133]. Marketable Securities - As of March 31, 2024, the company held marketable securities in the trust account valued at $319,730,485, including $11,680,485 of interest income [134]. - The fair value of marketable securities held in the trust account increased from $315,668,115 as of December 31, 2023, to $319,730,485 as of March 31, 2024 [144]. Initial Public Offering - The company completed its Initial Public Offering on July 18, 2023, raising gross proceeds of $305,000,000 from the sale of 30,500,000 units at $10.00 per unit [130]. - The company also sold 9,540,000 private placement warrants for gross proceeds of $9,540,000 at a price of $1.00 per warrant [130]. - Total transaction costs incurred during the Initial Public Offering amounted to $17,966,142, which included $6,100,000 in cash underwriting discounts and $10,675,000 in deferred underwriting fees [132]. Debt and Capital Needs - The company has no long-term debt or capital lease obligations, only an agreement to pay $15,000 per month for office space and administrative support [141]. - The company may need to raise additional capital through loans or investments to finance its operations and potential business combination [139]. Acquisition Plans - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing an initial business combination [125].

Financial Position - Total assets as of December 31, 2023, amount to $318,031,122, with current assets of $2,232,532 and marketable securities held in the Trust Account valued at $315,668,115[422] - Total liabilities as of December 31, 2023, are $14,264,588, including current liabilities of $195,904[422] - The company has an accumulated deficit of $(11,902,344) as of December 31, 2023[422] - As of December 31, 2023, the Company had $1,984,344 in cash and a working capital of $2,036,628, indicating sufficient liquidity to sustain operations for at least one year[451] - The Trust Account holds $46,357 in money market funds and $315,621,758 in U.S. Treasury bills as of December 31, 2023[526] - The fair value of marketable securities held in the Trust Account is $315,668,115, classified as Level 1 in the fair value hierarchy[527] Income and Expenses - The company reported a net income of $7,569,900 for the period from April 12, 2023, through December 31, 2023, with total other income of $8,020,629[424] - Basic and diluted net income per share for Class A ordinary shares is $0.29, based on a weighted average of 19,250,951 shares outstanding[424] - General and administrative expenses for the same period totaled $450,729, resulting in a loss from operations of $(450,729)[424] - The net income for the period from April 12, 2023, through December 31, 2023, was $7,569,900[431] - The total cash used in operating activities amounted to $(580,287)[431] Financing Activities - The net cash provided by financing activities was $310,614,631, primarily from the sale of Units and Private Placement Warrants[431] - The Company raised gross proceeds of $305,000,000 from the Initial Public Offering of 30,500,000 units at $10.00 per unit[437] - The Company issued 9,540,000 Private Placement Warrants at $1.00 each, generating gross proceeds of $9,540,000[438] - The total transaction costs for the Initial Public Offering were $17,966,142, including $10,675,000 in deferred underwriting fees[440] - The Company has outstanding Overfunding Loans totaling $3,050,000, which may be repaid or converted into warrants at the Sponsor's discretion[493] Shareholder Information - The Company will provide Public Shareholders the opportunity to redeem their shares at a pro rata portion of the Trust Account, initially $10.10 per share[444] - The Class A ordinary shares subject to possible redemption amounted to $315,668,115, reflecting gross proceeds from public shareholders of $305,000,000 after accounting for various allocations and accretion[470] - The Company has authorized the issuance of 500,000,000 Class A ordinary shares, with none issued or outstanding as of December 31, 2023[506] - The Class B ordinary shares, if issued, will have ten votes per share compared to one vote per Class A ordinary share[510] Business Operations - The Company has not reported any new product developments or market expansions in the current financial statements[422] - The Company has 24 months to complete a Business Combination, or until July 18, 2025[447] - The Class F ordinary shares will automatically convert into Class B ordinary shares at the time of an initial Business Combination[511] Compliance and Governance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements applicable to other public companies[453] - The Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements[533] - There were no changes or disagreements with accountants on accounting and financial disclosure[534] Tax and Accounting - The Company recognized no unrecognized tax benefits or accrued interest and penalties as of December 31, 2023, and its tax provision was zero for the period presented[466] - The Company adopted ASC Topic 718 for share-based compensation, recognizing all forms of share-based payments at their fair value on the grant date[478] - The Company adopted ASU 2016-13 and ASU 2020-06 on April 12, 2023, with no material impact on its financial statements[480][481] Risk Management - The Company has not experienced losses on its cash account, which may exceed the FDIC coverage limit of $250,000, indicating a concentration of credit risk[461] - The warrants issued in connection with the Initial Public Offering are classified based on specific terms and applicable guidance, with the assessment conducted at issuance and quarterly thereafter[474]

Financial Performance - The company reported a net income of $3,507,082 for the three months ended September 30, 2023, primarily from interest income on marketable securities [129]. - Operating costs for the three months ended September 30, 2023, were $253,944, with total expenses from inception through the same date amounting to $261,371 [129][130]. - Cash used in operating activities from inception through September 30, 2023, was $544,434, influenced by interest earned on marketable securities and other factors [135]. - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and preparing for the Initial Public Offering [128]. Initial Public Offering - Total gross proceeds from the Initial Public Offering amounted to $305,000,000, with an additional $9,540,000 raised from the sale of Private Placement Warrants [132]. - The company incurred transaction costs of $17,966,142 related to the Initial Public Offering, including $6,100,000 in cash underwriting discounts [134]. Assets and Securities - As of September 30, 2023, the company held marketable securities in the Trust Account valued at $311,408,512, including approximately $3,358,512 of interest income and unrealized gains [136]. - As of September 30, 2023, the company had cash of $2,020,197 available for identifying and evaluating target businesses [137]. Financial Obligations and Future Needs - The company has no long-term debt or capital lease obligations, with a monthly payment of $15,000 for office space and administrative support [142]. - The company may need to raise additional capital through loans or investments to finance its operations and potential Business Combination [140].

Company Formation and Initial Public Offering - The company was incorporated on April 12, 2023, and aims to effect a Business Combination using proceeds from its Initial Public Offering of 30,500,000 units, generating gross proceeds of $305,000,000[108][114]. - Following the Initial Public Offering, a total of $308,050,000 was placed in the Trust Account, with transaction costs amounting to $17,966,142[116]. - The underwriters received an underwriting discount of $0.20 per unit, totaling $6,100,000, with an additional deferred fee of $10,675,000 payable upon completion of a Business Combination[125]. Financial Performance and Position - The company incurred a net loss of $7,427 from April 12, 2023, through June 30, 2023, primarily due to formation and operational costs[111]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[123]. - The company may need to raise additional capital through loans or investments to finance transaction costs or working capital deficits[122]. - The company has issued unsecured promissory notes totaling $3,050,000 to the Sponsor, which will be repaid upon the closing of the initial Business Combination[115]. Business Combination and Future Operations - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination and for working capital to finance operations of the target business[117]. - The company does not expect to generate operating revenues prior to the completion of its Business Combination[110]. - The weighted average shares as of June 30, 2023, were reduced by 1,125,000 Class F ordinary shares subject to forfeiture if the overallotment option is not exercised[128].