For the quarterly period ended June 30, 2025 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41744 NABORS ENERGY TRANSITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands ...

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $876,496, with interest income from marketable securities amounting to $3,330,446, offset by operating costs of $2,453,950 [128]. - For the three months ended March 31, 2024, the company reported a net income of $3,796,892, with interest income from marketable securities of $4,062,370, offset by operating costs of $265,478 [128]. Initial Public Offering - The company generated gross proceeds of $305,000,000 from the Initial Public Offering of 30,500,000 units at $10.00 per unit [130]. - The company incurred transaction costs of $17,966,142 related to the Initial Public Offering, which included $6,100,000 in cash underwriting discounts and $10,675,000 in deferred underwriting fees [133]. - The underwriters received an underwriting discount of $0.20 per unit, totaling $6,100,000, with an additional deferred commission of $8,006,250 payable upon completion of a business combination [144]. Cash and Assets - As of March 31, 2025, the company had cash held in the trust account of $335,111,576, including $27,061,576 of interest income [136]. - The fair value of cash and marketable securities held in the Trust Account amounts to $335,111,576 as of March 31, 2025, compared to $331,781,130 as of December 31, 2024 [146]. - As of March 31, 2025, the company had cash of $1,459,812 and intends to use these funds primarily for identifying and evaluating target businesses [137]. Business Operations and Plans - The company has not engaged in any operations or generated revenues to date, with activities focused on preparing for the Initial Public Offering and identifying a target company for a business combination [127]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans [117]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination and for working capital to finance operations of the target business [136]. - The Business Combination Agreement with e2 is subject to shareholder approval and customary closing conditions [118]. Financing and Debt - The company issued unsecured promissory notes totaling $3,050,000 as overfunding loans, which will be repaid upon the closing of the initial business combination [132]. - The company may obtain Working Capital Loans up to $1,500,000, which can be converted into private placement warrants at a price of $1.00 per warrant [138]. - The company may need additional financing to complete its initial business combination or to redeem a significant number of public shares [139]. - The company has no long-term debt or capital lease obligations, with a monthly obligation of $15,000 for office space and administrative support [143]. Going Concern - The company faces substantial doubt about its ability to continue as a going concern if a business combination does not occur by July 18, 2025 [140]. Accounting and Compliance - Management does not believe that any recently issued accounting standards will have a material effect on the financial statements [150]. - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities [142].

IPO and Offering Details - The company completed its Initial Public Offering on July 18, 2023, issuing 30,500,000 units at $10.00 per unit, generating gross proceeds of approximately $305.0 million[22]. - Offering costs incurred were approximately $18.0 million, including $10.7 million in deferred underwriting commissions[22]. - A private placement of 9,540,000 private placement warrants was executed simultaneously, generating gross proceeds of $9.5 million[23]. - Nabors raised approximately $276.0 million through its initial public offering in November 2021, selling about 27.6 million units[42]. Business Strategy and Focus - The business strategy focuses on the energy transition, targeting sectors such as alternative energy, energy storage, emissions reduction, 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 initial business combination strategy will target opportunities with meaningful growth prospects and market leadership[36]. - The company intends to prioritize environmental, social, and governance (ESG) factors in its operations[32]. - The company aims to focus on acquisition opportunities that benefit from access to public capital markets and Nabors' operational expertise[36]. - The company aims to focus on acquisition targets that can scale technology globally and have operational systems in place, targeting markets that account for 80% of hydrocarbon production[43]. - 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]. Acquisition Criteria and Process - Nabors has established criteria for acquisition candidates, including low-cost manufacturing capacity and expertise in modular, automation, and remote-controlled systems[43]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the net assets held in trust[49]. - The company expects to conduct a thorough due diligence review of prospective target businesses, which may include meetings with management and document reviews[81]. - The company may pursue an initial business combination with a target that is affiliated with its sponsor, officers, or directors, provided an independent opinion is obtained[75]. - The company will seek shareholder approval for its initial business combination if required by law or applicable stock exchange rules[87]. Financial Position and Trust Account - The company has $331.8 million available in trust for a business combination as of December 31, 2024, assuming no redemptions[68]. - The anticipated pro rata redemption price for public shares is approximately $10.10 per share if the 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]. - The company has approximately $1.6 million in cash outside the trust account as of December 31, 2024, which may be insufficient to fund its search for a target business[187]. - If the net proceeds from the Initial Public Offering and other sources are insufficient, public shareholders may only receive approximately $10.10 per share upon liquidation[185]. Redemption and Shareholder Rights - Public shareholders will have the opportunity to redeem their Class A ordinary shares regardless of their voting stance on the initial business combination[104]. - 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]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[78]. - If public shareholders tender more shares than the company is permitted to redeem, the tender offer will be withdrawn, and the initial business combination will not be completed[112]. Risks and Challenges - The company faces intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[138]. - Regulatory review, such as by CFIUS, may delay or prohibit the initial business combination, limiting potential targets[170]. - The company may face increased competition for attractive targets due to the rise in special purpose acquisition companies, potentially raising costs[174]. - The company may not be able to find a suitable target business within the required timeframe, leading to liquidation[167]. - The ability of public shareholders to exercise redemption rights could increase the likelihood of an unsuccessful initial business combination[164]. Operational and Financial Obligations - The company is required to file periodic reports with the SEC, including annual and quarterly reports containing audited financial statements[140]. - 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 may need to reserve cash in the trust account to meet closing conditions, which could limit the ability to complete the most desirable business combination[163]. - The company may face complex tax obligations as a result of its initial business combination, potentially increasing the tax burden on shareholders and warrantholders[211]. - The company may need to use a substantial portion of its cash flow to service debt, limiting funds available for dividends and other corporate purposes[218]. Future Outlook and Conditions - The company has a 24-month timeframe from the closing of the Initial Public Offering to complete its initial business combination, or an earlier liquidation date as approved by the board of directors[122]. - If the initial business combination is not completed, public shareholders will receive a per-share redemption amount of approximately $10.10, based on the trust account balance, subject to claims from creditors[128]. - The company may seek to complete its initial business combination with a private company, which could result in unexpected profitability issues due to limited available information[217]. - 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 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 public warrants at issuance amounted to $3,507,500[136]. 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 $6,100,000 in cash underwriting discounts and $10,675,000 in deferred underwriting fees[121]. Financial Obligations and Concerns - The company has no long-term debt or capital lease obligations, only a monthly payment of $15,000 to an affiliate for office space and administrative support[131]. - The company may need to obtain additional financing to complete its initial business combination or to address potential redemptions of public shares[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]. Cash and Resources - As of September 30, 2024, the company had cash of $1,645,094, intended for identifying and evaluating target businesses and related due diligence[126]. Compliance and Controls - Management does not anticipate any material effect from recently issued accounting standards on 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]. - Disclosure controls and procedures were evaluated and deemed effective at a reasonable assurance level as of September 30, 2024[140]. - No changes in internal control over financial reporting occurred during the fiscal quarter ended September 30, 2024, that materially affected internal control[141]. Legal Matters - There are no ongoing legal proceedings against the company[143].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $3,572,019, primarily from interest income on marketable securities of $3,832,014, with operating costs of $259,995[117] - For the six months ended June 30, 2024, the company achieved a net income of $7,368,911, consisting of interest income of $7,894,384 and operating costs of $525,473[117] Marketable Securities - As of June 30, 2024, the company held marketable securities in the trust account valued at $323,562,499, including $15,512,499 of interest income[125] - The fair value of marketable securities held in the trust account increased from $315,668,115 as of December 31, 2023, to $323,562,499 as of June 30, 2024[134] 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[120] - 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[122] Cash and Financing - As of June 30, 2024, the company had cash of $1,781,929 available for identifying and evaluating target businesses and other operational expenses[126] - 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] Going Concern - 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] Debt and Obligations - The company has no long-term debt or capital lease obligations, with a monthly payment of $15,000 to an affiliate for office space and administrative support[131]

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 [106]. - 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 [111]. Marketable Securities - As of March 31, 2024, the company held marketable securities in the trust account valued at $319,730,485, which includes $11,680,485 of interest income [112]. - 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 [120]. 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 [108]. - The company incurred transaction costs of $17,966,142 related to the Initial Public Offering, including $6,100,000 in cash underwriting discounts and $10,675,000 in deferred underwriting fees [110]. Debt and Obligations - 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 [118]. - The company has no off-balance sheet arrangements or obligations as of March 31, 2024 [117]. Future Capital Needs - The company may need to raise additional capital through loans or investments to finance its operations and complete its initial business combination [116]. - The company issued unsecured promissory notes totaling $3,050,000 as overfunding loans, which will be repaid upon the closing of the initial business combination [109].

Financial Position - Total assets as of December 31, 2023, amount to $318,031,122, with current assets of $2,232,532[466] - Total current liabilities are $195,904, including accounts payable and accrued expenses of $120,904[466] - The total liabilities amount to $14,264,588, which includes deferred underwriting fees payable of $10,675,000[466] - Accumulated deficit stands at $(11,902,344) as of December 31, 2023[467] - As of December 31, 2023, the Company had $1,984,344 in the operating bank account and a working capital of $2,036,628[494] - The Trust Account holds $308,050,000, which is $10.10 per Public Share[486] - The Class A ordinary shares subject to possible redemption amounted to $315,668,115 as of December 31, 2023[513] - The fair value of marketable securities held in the Trust Account is $315,668,115 as of December 31, 2023[564] Income and Earnings - The company reported a net income of $7,569,900 for the period from April 12, 2023, through December 31, 2023[469] - Basic and diluted net income per share for Class A ordinary shares is $0.29[469] - Net income for the period from April 12, 2023, to December 31, 2023, was $7,569,900[476] - The Company reported a basic net income per ordinary share of $0.29 for the period from inception to December 31, 2023[516] - The Company recognized other income of $8,020,629, which includes $7,618,115 from marketable securities held in the Trust Account[469] Cash Flow and Investments - Total cash used in operating activities amounted to $(580,287)[476] - Cash invested in the Trust Account was $(308,050,000)[476] - Proceeds from the Initial Public Offering generated gross proceeds of $305,000,000[480] - The gross proceeds from Public Shareholders were $305,000,000, with offering costs totaling $17,700,174[513] - The Company did not withdraw any interest earned on the Trust Account from April 12, 2023, through December 31, 2023[503] - The Company did not withdraw any interest income from the Trust Account during the period from inception through December 31, 2023[563] Shareholder Information - The company has 30,500,000 Class A ordinary shares subject to possible redemption at a value of $10.35 per share[467] - The Company issued an additional 2,875,000 Class F ordinary shares to the Sponsor, resulting in a total of 8,625,000 Class F ordinary shares held by the Sponsor[467] - The Company is authorized to issue 500,000,000 Class A ordinary shares, with 30,500,000 subject to possible redemption as of December 31, 2023[544] - The Class F ordinary shares will automatically convert into Class B ordinary shares at the time of an initial Business Combination[549] Business Operations and Strategy - The Company aims to identify businesses that focus on advancing energy transition and reducing carbon emissions[477] - The Company will not generate operating revenues until the completion of a Business Combination[478] - The Company has 24 months to complete a Business Combination, or until July 18, 2025[490] - The Company has not reported any new product or technology developments, market expansions, or acquisitions in the current financial statements[461] IPO and Financing - The Company completed its Initial Public Offering on July 18, 2023, selling 30,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $305,000,000[524] - The Company issued 9,540,000 Private Placement Warrants, generating gross proceeds of $9,540,000[481] - The Company issued 9,540,000 Private Placement Warrants at a price of $1.00 per warrant, raising a total of $9,540,000[525] - The underwriters received an underwriting discount of $0.20 per unit, totaling $6,100,000, upon the closing of the Initial Public Offering[538] - The deferred underwriting commissions amount to $10,675,000, payable only if the Company completes an initial Business Combination[538] - Transaction costs for the Initial Public Offering totaled $17,966,142[483] Risk Factors - The geopolitical instability from the Russia-Ukraine conflict and Middle East tensions may lead to market disruptions and affect the Company's business combination efforts[540][542] Compliance and Controls - The Company is classified as an "emerging growth company" and has opted not to comply with certain reporting requirements[496] - The company’s disclosure controls and procedures were evaluated as effective at a reasonable assurance level as of December 31, 2023[572] - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[573] Other Financial Information - The Company has outstanding Overfunding Loans totaling $3,050,000, which may be converted into warrants at a price of $1.00 per warrant[533] - The Company recognized accretion of carrying value to redemption value amounting to $32,278,013[513] - The Company evaluated and classified warrant instruments under equity treatment at their assigned fair value[519] - The Company adopted ASU 2016-13 on April 12, 2023, which did not have a material impact on its financial statements[521] - The Company has 24,790,000 warrants outstanding, with an exercise price of $11.50 per share, expiring five years after the initial Business Combination[552] - The Trust Account holds $46,357 in money market funds and $315,621,758 in U.S. Treasury bills as of December 31, 2023[563] - The over-allotment option liability was initially measured at $402,224 on July 18, 2023, and was derecognized on August 27, 2023[568] - The Black-Scholes model used for valuing the over-allotment option indicated a risk-free interest rate of 5.37% and expected volatility of 4.49%[567] - The fair value of the over-allotment unit was determined to be $0.101 at the initial measurement[567] - The market price of public stock at the time of the Initial Public Offering was $10.12[569] - The public warrants were valued using a Monte Carlo simulation, with a volatility assumption of 40% and a probability of merger at 8%[569] - No subsequent events were identified that required adjustment or disclosure in the financial statements[570]

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 [110]. - Cash used in operating activities from inception through September 30, 2023, was $544,434, with net income affected by interest earned on marketable securities [116]. Initial Public Offering (IPO) - Total gross proceeds from the Initial Public Offering amounted to $305,000,000, with 30,500,000 units sold at $10.00 per unit [113]. - 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 [115]. Marketable 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 [117]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination [117]. Operational Costs and Obligations - 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 [123]. - The company has incurred expenses related to being a public company, including legal and financial reporting costs [109]. - As of September 30, 2023, the company had cash of $2,020,197 available for identifying and evaluating target businesses [118]. - The company may need to raise additional capital to complete its Business Combination or to cover operational costs if necessary [121].

Financial Performance - The company had a net loss of $7,427 from April 12, 2023, through June 30, 2023, primarily due to formation and operational costs[92]. - The company does not expect to generate any operating revenues prior to the completion of its Business Combination[91]. - The company incurred expenses related to being a public entity, including legal and financial reporting costs[91]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $305,000,000 from the sale of 30,500,000 units at $10.00 per unit[94]. - An additional $9,540,000 was raised from the sale of 9,540,000 Private Placement Warrants at $1.00 each[94]. - A total of $308,050,000 was placed in the Trust Account following the IPO, with transaction costs amounting to $17,966,142[96]. Capital Structure and Funding - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[102]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[97]. - The company may need to raise additional capital to finance transaction costs or working capital deficits[101]. - The weighted average shares as of June 30, 2023, were reduced by 1,125,000 Class F ordinary shares subject to forfeiture[107].