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].
Nabors Energy Transition II(NETD) - 2024 Q4 - Annual Report