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]
Nabors Energy Transition Corp. II(NETDU) - 2023 Q4 - Annual Report