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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

For the quarterly period ended September 30, 2025

☐ 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		98-1729137
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

515 West Greens Road, Suite 1200

Houston, Texas 77067

(Address of principal executive offices)

(281) 874-0035

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant	NETDU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	NETD	The Nasdaq Stock Market LLC
Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share	NETDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 13, 2025, there were 13,724,863 Class A ordinary shares, par value $0.0001 per share, 0 Class B ordinary shares, par value $0.0001 per share, and 7,625,000 Class F ordinary shares, par value $0.0001 per share, issued and outstanding.

Table of Contents

NABORS ENERGY TRANSITION CORP. II

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements		1
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		1
Condensed Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024		2
Condensed Unaudited Consolidated Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2025 and 2024		3
Condensed Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024		4
Notes to Condensed Unaudited Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		27
Item 4. Controls and Procedures		27
Part II. Other Information
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		30
Item 4. Mine Safety Disclosures		30
Item 5. Other Information		30
Item 6. Exhibits		31
Signatures		32

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NABORS ENERGY TRANSITION CORP. II

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,		December 31,
	2025		2024
	(Unaudited)
Assets
Current assets
Cash	$	629,566	$	1,599,682
Prepaid expenses		28,750		5,000
Short-term prepaid insurance		10,733		130,475
Total current assets		669,049		1,735,157

Cash and marketable securities held in Trust Account		154,158,677		331,781,130
Total Assets	$	154,827,726	$	333,516,287

Liabilities, Class A Ordinary Shares Subject to Possible Redemptions, and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	2,967,156	$	296,368
Due to affiliate		—		17,351
Total current liabilities		2,967,156		313,719

Overfunding and extension convertible notes - related party		3,800,000		3,050,000
Deferred legal fees		7,380,806		3,759,253
Deferred underwriting fee payable		—		10,675,000
Total Liabilities		14,147,962		17,797,972

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 13,724,863 and 30,500,000 shares at redemption value of $11.23 and $10.88 per share as of September 30, 2025 and December 31, 2024, respectively		154,158,677		331,781,130

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of September 30, 2025 and December 31, 2024		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 13,724,863 and 30,500,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; none issued or outstanding as of September 30, 2025 and December 31, 2024		—		—
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,625,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024		763		763
Additional paid-in capital		—		—
Accumulated deficit		(13,479,676)		(16,063,578)
Total Shareholders’ Deficit		(13,478,913)		(16,062,815)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemptions, and Shareholders’ Deficit	$	154,827,726	$	333,516,287

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

NABORS ENERGY TRANSITION CORP. II

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
General and administrative expenses	$	3,825,776	$	479,267	$	7,341,098	$	1,004,740
Loss from operations		(3,825,776)		(479,267)		(7,341,098)		(1,004,740)

Other income:
Interest earned on marketable securities held in Trust Account		1,537,454		4,450,892		8,282,080		12,345,276
Total other income		1,537,454		4,450,892		8,282,080		12,345,276
Net (loss) income	$	(2,288,322)	$	3,971,625	$	940,982	$	11,340,536

Basic and diluted weighted average shares outstanding, Class A ordinary shares		16,489,995		30,500,000		25,829,998		30,500,000

Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.09)	$	0.10	$	0.03	$	0.30

Basic and diluted weighted average shares outstanding, Class F Ordinary Shares		7,625,000		7,625,000		7,625,000		7,625,000

Basic and diluted net (loss) income per share, Class F Ordinary Shares	$	(0.09)	$	0.10	$	0.03	$	0.30

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

NABORS ENERGY TRANSITION CORP. II

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025


	Ordinary Shares									Additional				Total
	Class A			Class B			Class F			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2025	—	$	—	—	$	—	7,625,000	$	763	$	—	$	(16,063,578)	$	(16,062,815)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—	—		—		—		(661,696)		(661,696)
Net income	—		—	—		—	—		—		—		876,496		876,496
Balance – March 31, 2025	—		—	—		—	7,625,000		763		—		(15,848,778)		(15,848,015)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—	—		—		—		(3,414,180)		(3,414,180)
Net income	—		—	—		—	—		—		—		2,352,808		2,352,808
Balance – June 30, 2025	—		—	—		—	7,625,000		763		—		(16,910,150)		(16,909,387)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—	—		—		—		5,718,796		5,718,796
Net loss	—		—	—		—	—		—		—		(2,288,322)		(2,288,322)
Balance – September 30, 2025	—	$	—	—	$	—	7,625,000	$	763	$	—	$	(13,479,676)	$	(13,478,913)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


	Ordinary Shares									Additional				Total
	Class A			Class B			Class F			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2024 (audited)	—	$	—	—	$	—	7,625,000	$	763	$	—	$	(11,902,344)	$	(11,901,581)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—	—		—		—		(4,062,370)		(4,062,370)
Net income	—		—	—		—	—		—		—		3,796,892		3,796,892
Balance – March 31, 2024	—		—	—		—	7,625,000		763		—		(12,167,822)		(12,167,059)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—	—		—		—		(3,832,014)		(3,832,014)
Net income	—		—	—		—	—		—		—		3,572,019		3,572,019
Balance – June 30, 2024	—		—	—		—	7,625,000		763		—		(12,427,817)		(12,427,054)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—	—		—		—		(4,450,892)		(4,450,892)
Net income	—		—	—		—	—		—		—		3,971,625		3,971,625
Balance – September 30, 2024	—	$	—	—	$	—	7,625,000	$	763	$	—	$	(12,907,084)	$	(12,906,321)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

NABORS ENERGY TRANSITION CORP. II

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Nine Months Ended September 30,
	2025		2024
Cash Flows from Operating Activities:
Net income	$	940,982	$	11,340,536
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(8,282,080)		(12,345,276)
Changes in operating assets and liabilities:
Prepaid expenses		(23,750)		(19,786)
Short-term prepaid insurance		119,742		49,261
Long-term prepaid insurance		—		130,475
Accounts payable and accrued expenses		2,670,788		100,521
Due to affiliate		(17,351)		—
Deferred legal fee payable		3,621,553		480,019
Net cash used in operating activities		(970,116)		(264,250)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(750,000)		—
Cash withdrawn from Trust Account in connection with redemption		186,654,533		—
Net cash provided by investing activities		185,904,533		—

Cash Flows from Financing Activities:
Proceeds from convertible promissory note - related party		750,000		—
Payment of offering costs		—		(75,000)
Redemption of ordinary shares		(186,654,533)		—
Net cash used in financing activities		(185,904,533)		(75,000)

Net Change in Cash		(970,116)		(339,250)
Cash – Beginning of period		1,599,682		1,984,344
Cash – End of period	$	629,566	$	1,645,094

Non-Cash investing and financing activities:
Reduction in deferred underwriting fee payable	$	(10,675,000)	$	—

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Nabors Energy Transition Corp. II (the “Company” or “NETD”) was incorporated in the Cayman Islands on April 12, 2023. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company has one wholly owned subsidiary, Liffey Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), which was formed on January 31, 2025.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

On October 14, 2025, the Company, Merger Sub and e2Companies, LLC (“e2”) terminated the previously announced Business Combination Agreement (as defined below) and entered into a Settlement Agreement (as defined below) pursuant to which the Company is expected to receive settlement payments from e2 (as further discussed in Note 6 and Note 10).

As of September 30, 2025, the Company had not yet commenced operations. All activity for the period from April 12, 2023 (inception) through September 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues prior to the completion of the Business Combination, at the earliest, and generates non-operating income in the form of interest income on permitted investments and cash from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

On April 24, 2023, Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 Class F ordinary shares, par value $0.0001 per share (the “Founder Shares”). On June 16, 2023, the Company issued 2,875,000 additional Founder Shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares, for approximately $0.003 per share. On August 27, 2023, the remainder of the over - allotment option to purchase 4,000,000 Units expired and 1,000,000 Founder Shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Founder Shares.

The registration statement for the Company’s Initial Public Offering was declared effective on July 13, 2023. On July 18, 2023, the Company consummated the Initial Public Offering of 30,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes a partial exercise by the underwriters of their over-allotment option in the amount of 500,000 Units, at $10.00 per unit, generating gross proceeds of $305,000,000, which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,540,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the direct or indirect owners of the Sponsor (the “Private Warrant holders”), generating gross proceeds of $9,540,000, which is discussed in Note 4.

In addition, the direct or indirect owners of the Sponsor loaned the Company a total of $3,050,000, and in exchange, the Company issued unsecured promissory notes to each lender for an aggregate principal amount of $3,050,000 (see Note 5), as of the closing date of the Initial Public Offering at no interest, which are referred to as the Overfunding Loans. The Overfunding Loans will be repaid upon the closing of the initial Business Combination or converted into warrants of the post-business combination entity at a price of $1.00 per warrant (or any combination thereof), at the Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants. The Overfunding Loans were extended in order to ensure that the amount in the Trust Account (as defined below) was $10.10 per Public Share at the closing of the Initial Public Offering. If the Company does not complete an initial Business Combination, the Company will not repay the Overfunding Loans from amounts held in the Trust Account, and the Trust Account proceeds will be distributed to the Public Shareholders (as defined below), subject to the limitations; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.

Transaction costs amounted to $17,966,142, consisting of $6,100,000 of a cash underwriting discount, $10,675,000 of deferred underwriting fees and $1,191,142 of other final offering costs.

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

Following the closing of the Initial Public Offering on July 18, 2023, an amount of $308,050,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants and the Overfunding Loans was placed in the trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and held in cash or invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company will provide holders of the Company’s outstanding Public Shares sold in the Initial Public Offering (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares (including any securities for which such shares are exchanged in any prior migration or other restructuring) upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. Except as required by applicable law or stock exchange listing requirements, the decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.10 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Memorandum and Articles of Association (the “Amended Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Founder Shares are not entitled to redemption rights in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended Articles (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company has 28 months from the closing of the Initial Public Offering, or such earlier date as the Company’s board of directors (the “Board”) may approve, to consummate an initial Business Combination. The Board may extend the date by which the Company has to consummate an initial Business Combination as further described below. If the Company is unable to complete a Business Combination within 28 months, or such earlier date as the Board may approve, from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (net of any taxes payable by the Company and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On July 16, 2025, the Company held an extraordinary general meeting, where shareholders approved and adopted (i) the Amended Articles, to allow the Board, without another shareholder vote, to elect to extend the date by which the Company has to consummate an initial Business Combination 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 the Initial Public Offering) (the “Monthly Extension Option”); and (ii) the amended and restated investment management trust agreement, to reflect the Monthly Extension Option.

On July 17, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from July 18, 2025 to August 18, 2025, as permitted under the Amended Articles. In connection with such extension, Nabors Lux 2 S.a.r.l., a private limited liability company (société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg (“Nabors Lux”) deposited $250,000 into the Trust Account. To pay the extension fees the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor, in the principal amount of $250,000 in connection with such extension.

On August 15, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from August 18, 2025 to September 18, 2025, as permitted under the Amended Articles. In connection with such extension, Nabors Lux deposited $250,000 into the Trust Account. To pay the extension fees the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor, in the principal amount of $250,000 in connection with such extension.

On September 17, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from September 18, 2025 to October 18, 2025, as permitted under the Amended Articles. In connection with such extension, Nabors Lux deposited $250,000 into the Trust Account. To pay the extension fees the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor, in the principal amount of $250,000 in connection with such extension.

On October 17, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from October 18, 2025 to November 18, 2025, as permitted under the Amended Articles. In connection with such extension, Nabors Lux deposited $250,000 into the Trust Account. To pay the extension fees the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor, in the principal amount of $250,000 in connection with such extension.

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Sponsor, officers and directors will not be entitled to redemption distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to redemption distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay Company taxes. This liability will not apply with respect to any claims by a third party or target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

Going Concern Consideration

As of September 30, 2025, the Company had $629,566 in the operating bank account and working capital deficit of $1,421,438.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete an initial Business Combination by November 18, 2025, then the Company will cease all operations except for the purpose of winding up. The date for mandatory liquidation of winding up and the liquidity condition of the Company raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 18, 2025.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as filed with the SEC on April 2, 2025. The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $629,566 and $1,599,682 in cash and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Cash and Marketable Securities in Trust Account

At September 30, 2025, substantially all of the assets held in the Trust Account were held in cash and U.S. Treasury Bills. At December 31, 2024, all of the assets held in the Trust Account were held in cash. The Company’s marketable securities are presented at fair value on the balance sheets. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the unaudited condensed consolidated statements of operations. For the periods ended September 30, 2025 and 2024, the Company withdrew $186,654,533 and $0, respectively, from the Trust Account in connection with redemption.

Offering Costs

Offering costs consisted of legal, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s winding up, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants), and as such, the initial carrying values of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at September 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets.

At September 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table:


Class A ordinary shares subject to possible redemption, December 31, 2023	$	315,668,115
Plus:
Accretion of carrying value to redemption value		16,113,015
Class A ordinary shares subject to possible redemption, December 31, 2024		331,781,130
Less:
Redemptions		(186,654,533)
Plus:
Waiver of deferred underwriting fee payable allocated to ordinary shares		2,668,750
Accretion of carrying value to redemption value		661,696
Class A ordinary shares subject to possible redemption, March 31, 2025	$	335,111,576
Plus:
Waiver of deferred underwriting fee payable allocated to ordinary shares		—
Accretion of carrying value to redemption value		3,414,180
Class A ordinary shares subject to possible redemption, June 30, 2025	$	338,525,756
Plus:
Waiver of deferred underwriting fee payable allocated to ordinary shares		8,006,250
Accretion of carrying value to redemption value		(5,718,796)
Less:
Redemptions		(186,654,533)
Class A ordinary shares subject to possible redemption, September 30, 2025	$	154,158,677

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Net (Loss) Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The Company has three classes of ordinary shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, the three classes of ordinary shares share pro rata in the income of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the private placement, and any warrants issued in connection with the related party convertible promissory note, since the exercise of the warrants and the conversion of the related party convertible promissory note is contingent upon the occurrence of future events. The warrants are exercisable to purchase 24,790,000 Class A ordinary shares in the aggregate 30 days after the completion of a Business Combination. The related party convertible promissory note is convertible into 3,050,000 warrants upon the closing of a Business Combination. As of September 30, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30,
	2025						2024
	Class A		Class B		Class F		Class A		Class B		Class F
Basic and Diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,564,770)	$	—	$	(723,552)	$	3,177,300	$	—	$	794,325
Denominator:
Basic and Diluted weighted average shares outstanding		16,489,995		—		7,625,000		30,500,000		—		7,625,000
Basic and Diluted net (loss) income per ordinary share	$	(0.09)	$	—	$	(0.09)	$	0.10	$	—	$	0.10


	For the Nine Months Ended September 30,
	2025						2024
	Class A		Class B		Class F		Class A		Class B		Class F
Basic and Diluted net income per ordinary share
Numerator:
Allocation of net income	$	726,515	$	—	$	214,467	$	9,072,429	$	—	$	2,268,107
Denominator:
Basic and Diluted weighted average shares outstanding		25,829,998		—		7,625,000		30,500,000		—		7,625,000
Basic and Diluted net income per ordinary share	$	0.03	$	—	$	0.03	$	0.30	$	—	$	0.30

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

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For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair values.

Share-Based Compensation

The Company adopted ASC Topic 718, “Compensation—Stock Compensation”, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expense is included in costs and operating expenses depending on the nature of the services provided in the unaudited condensed consolidated statements of operations.

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on July 18, 2023, the Company sold 30,500,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 500,000 Units, at a purchase price of $10.00 per Unit generating gross proceeds of $305,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant,” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Private Warrant holders purchased an aggregate of 9,540,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $9,540,000 in the aggregate, in a private placement. Each whole Private Placement Warrant is exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Private Warrant holders was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Warrant holders and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

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SEPTEMBER 30, 2025

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On April 13, 2023, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in exchange for issuance of 5,750,000 Class F ordinary shares, which were issued on April 24, 2023. On June 16, 2023, the Company issued 2,875,000 additional Founder Shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares, for approximately $0.003 per share. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and 1,000,000 Founder Shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Founder Shares.

The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, share exchange, or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On July 13, 2023, the Company, the Sponsor and the Company’s two independent directors entered into securities agreements in which the Sponsor forfeited 100,000 Class F ordinary shares and in turn the Company issued the same number of Class F ordinary shares to the Company’s two independent directors (50,000 Class F ordinary shares to each director). On June 25, 2024, the Company appointed a third independent director to its board of directors. In connection with such appointment, the Sponsor transferred 50,000 Class F ordinary shares held by the Sponsor to the newly appointed independent director. The 150,000 total Class F ordinary shares held by the independent directors are subject to forfeiture if the independent directors are removed or resign from the Board before the Company’s initial Business Combination. The forfeiture of the Founder Shares by the Sponsor, and subsequent issuance of the Founder Shares by the Company to the Company’s initial two independent directors and the transfer of Founder Shares by the Sponsor to the third independent director, is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has estimated that the fair value of the Founder Shares granted to the Company’s independent directors, on July 13, 2023 and June 25, 2024, were approximately $59,000 and $31,664, respectively, using the Black - Scholes option - pricing model. The following assumptions were used in the valuation of Founder Shares issued and transferred, as applicable, to the independent directors on July 13, 2023 and June 25, 2024, respectively: (1) risk - free rate of 3.91% and 5.10%, (2) market price of $10.12 and $10.55, and (3) present value factor of 0.97 and 1.00. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of an initial Business Combination). Compensation expense related to the Class F ordinary shares is recognized only when the performance condition is met under the applicable accounting literature in this circumstance. As of September 30, 2025, the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation of an initial business combination) in an amount equal to the number of the Class F ordinary shares vested times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Class F ordinary shares. A total of $290 and $0 was received by the Company on July 13, 2023 and June 25, 2024, respectively.

Related Party Loans

On April 24, 2023, an affiliate of the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of (i) October 21, 2023 and (ii) the consummation of the Initial Public Offering. The Company repaid the Note from the proceeds of the Initial Public Offering not being placed in the Trust Account. The Company borrowed $217,553 under the Note, and the Note was repaid on September 11, 2023. Borrowings under the Note are no longer available.

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In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined, and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

Overfunding and Extension Convertible Notes – Related Party

On July 18, 2023, concurrently with the closing of the Initial Public Offering, direct or indirect owners of the Sponsor loaned the Company a total of $3,050,000 and in exchange, the Company issued unsecured promissory notes to each lender for an aggregate principal amount of $3,050,000 as of the closing of the Initial Public Offering at no interest (the “Overfunding Loans”). The Overfunding Loans will be repaid upon the closing of the initial Business Combination or converted into warrants of the post-business combination entity at a price of $1.00 per warrant (or any combination thereof), at the Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants. The Overfunding Loans were extended in order to ensure that the amount in the Trust Account is $10.10 per public share at the closing of the Initial Public Offering. If the Company does not complete an initial Business Combination, the Company will not repay the Overfunding Loans from amounts held in the Trust Account, and the Trust Account proceeds will be distributed to the Public Shareholders, subject to the limitations described herein; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so. At September 30, 2025 and December 31, 2024, there is $3,050,000, outstanding under the Overfunding Loans.

On July 17, 2025, August 15, 2025, September 17, 2025 and October 17, 2025, the Company issued an unsecured promissory note (“Extension notes”) to Nabors Lux, an affiliate of the Sponsor, each in the principal amount of $250,000 in exchange for funding the Monthly Extension Option. The Extension notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. At September 30, 2025 and December 31, 2024, there is $750,000 and $0, respectively outstanding under the Extension notes.

The conversion features were analyzed under ASC 470-20, “Debt with Conversion or Other Options,” and the notes did not include any premium or discounts. The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.” At September 30, 2025 and December 31, 2024, there is $3,800,000 and $3,050,000, respectively outstanding under the Overfunding Loans and Extension notes. As the settlement or liquidation of amounts of overfunding loans are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a non-current liability in the accompanying consolidated balance sheets as of September 30, 2025 and December 31, 2024.

Administrative Support Agreement

The Company entered into an agreement which provides that, commencing on July 14, 2023 through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $15,000 per month for office space, utilities, secretarial and administrative support. For the three and nine months ended September 30, 2025, the Company incurred $45,000 and $135,000, respectively, in fees for these services of which such amount is included in accrued expenses in the accompanying condensed consolidated balance sheets. For the three and nine months ended September 30, 2024, the Company incurred $45,000 and $135,000 in fees for these services, respectively, of which such amount is included in accrued expenses in the accompanying condensed balance sheets. Accrued expenses under this agreement total $397,500 and $262,500 as of September 30, 2025 and December 31, 2024, respectively.

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In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and the Overfunding Loans (and the Class A ordinary shares issuable upon exercise or conversion thereof) are entitled to registration rights pursuant to a registration rights agreement entered into on July 13, 2023. These holders are entitled to make up to three demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggyback” registration rights with respect to certain underwritten offerings the Company may conduct. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the prospectus for the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On July 18, 2023, the underwriters partially exercised its over-allotment option and purchased an additional 500,000 Units. The underwriters had 45 days from the date of the prospectus for the Initial Public Offering to purchase the remaining 4,000,000 Units. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6,100,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $10,675,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering (the “Underwriting Agreement”).

On February 10, 2025, the Company received a waiver letter from Wells Fargo Securities, LLC (“Wells Fargo”) for its portion of the deferred underwriting fee, accrued in connection with the Initial Public Offering. This waiver will result in a decrease of the deferred underwriting fee payable balance by $2,668,750. The deferred underwriting discounts and commissions were to become payable to Wells Fargo from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement. Accordingly, the Company does not owe Wells Fargo deferred underwriting discounts and commissions in connection with the proposed Business Combination, as the Company did not engage Wells Fargo to perform, nor did Wells Fargo perform, any work on the proposed Business Combination. The Company expects to use the funds previously reserved for these deferred underwriting discounts and commissions to pay additional transaction expenses.

On July 14, 2025, the Company received a waiver letter from Citigroup Global Markets Inc. (“Citi”) for its portion of the deferred underwriting fees accrued in connection with the Initial Public Offering. This waiver will result in there no longer being a deferred underwriting fee payable balance. The deferred underwriting discounts and commissions were to become payable to Citi from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting Agreement. Accordingly, the Company does not owe Citi deferred underwriting discounts and commissions in connection with the proposed Business Combination, as the Company did not engage Citi to perform, nor did Citi perform, any work on the proposed Business Combination. The Company expects to use the funds previously reserved for these deferred underwriting discounts and commissions to pay additional transaction expense.

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Deferred Legal Fees

As of September 30, 2025 and December 31, 2024, the Company had a total of $7,380,806 and $3,759,253 of deferred legal fees, respectively, of which $250,000 is related to the Initial Public Offering to be paid to the Company’s legal advisors upon consummation of the Business Combination. As the settlement or liquidation of amounts of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a non-current liability in the accompanying consolidated balance sheets as of September 30, 2025 and December 31, 2024.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and conflicts in the Middle East and around the Red Sea and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Middle East and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Furthermore, there is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, conflicts in the Middle East and around the Red Sea and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Termination of the Business Combination Agreement and Plan of Reorganization

On February 11, 2025, the Company, Merger Sub, and e2, entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”).

On October 14, 2025, the parties terminated the Business Combination Agreement and all ancillary agreements entered into in connection therewith were deemed terminated by mutual agreement as further discussed in Note 10.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

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Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 13,724,863 and 30,500,000, respectively, Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were no Class B ordinary shares issued or outstanding.

Class F Ordinary Shares — The Company is authorized to issue 50,000,000 Class F ordinary shares with a par value of $0.0001 per share. On April 24, 2023, the Company issued 5,750,000 Class F ordinary shares to the Sponsor. On June 16, 2023, the Company issued 2,875,000 additional Class F ordinary shares to the Sponsor in connection with a share capitalization, resulting in the Sponsor holding an aggregate of 8,625,000 Class F ordinary shares, for approximately $0.003 per share. On July 13, 2023, the Sponsor forfeited an aggregate of 100,000 Class F ordinary shares and the Company issued an aggregate of 100,000 Class F ordinary shares to the Company’s independent directors, resulting in the Sponsor holding an aggregate of 8,525,000 Class F ordinary shares. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and 1,000,000 Class F ordinary shares were forfeited, resulting in the Sponsor and the Company’s independent directors holding an aggregate of 7,625,000 Class F ordinary shares. On June 25, 2024, the Sponsor transferred 50,000 Class F ordinary shares to the Company’s newly appointed director.

Prior to the completion of the initial Business Combination, holders of the Class F ordinary shares will have the right to elect all of the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares, holders of the Class B ordinary shares (if any) and holders of the Class F ordinary shares will vote together as a single class, except as required by law or share exchange rule. Each ordinary share will have one vote on all such matters.

Following the completion of the initial Business Combination and the automatic conversion of the Class F ordinary shares into Class B ordinary shares, holders of the Class A ordinary shares and Class B ordinary shares will generally vote together as a single class, except as required by law or stock exchange rule, on all matters presented for a shareholder vote with each Class A ordinary share entitling the holder to one vote per share and each Class B ordinary share entitling the holder to ten votes per share.

The Class F ordinary shares will automatically convert into Class B ordinary shares at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, and, prior to and following the initial Business Combination, each Class B ordinary share will be convertible, at the option of the holder, into one Class A ordinary share, subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like and in each case, subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Founder Shares shall convert into Class A ordinary shares or Class B ordinary shares, as applicable, will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares or Class B ordinary shares, as applicable, issuable upon conversion thereof will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement warrants issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company and the Overfunding Loans).

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Warrants — At September 30, 2025 and December 31, 2024, a total of 24,790,000 warrants were outstanding, consisting of 15,250,000 Public Warrants and 9,540,000 Private Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable 30 days after the completion of an initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants, and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). While the Company has registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act as part of the registration statement for the Company’s Initial Public Offering, the Company does not plan on keeping a prospectus current until required to pursuant to the warrant agreement. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post- effective amendment to the registration statement or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 days after the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average price of the Class A ordinary shares during the 10 trading day period ending on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company. The Private Placement Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period.

Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

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at a price of $0.01 per warrant;

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upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

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●

if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective, and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or the company has elected to require exercise of the warrants on a cashless basis. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares with the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2025, assets held in the Trust Account were comprised of $154,158,677 in U.S. Treasury bills. At December 31, 2024, assets held in the Trust Account was comprised of $331,781,130 in cash. During the period from April 12, 2023 (inception) through September 30, 2025, the Company withdrew an amount of $186,654,533 from the Trust Account in connection with redemption.

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		September 30,		December 31,
Description	Level	2025		2024
Assets:
Marketable securities held in Trust Account	1	$	154,158,677	$	—

NOTE 9. SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the condensed statements of operations as net income. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
General and administrative expenses	$	3,825,776	$	479,267	$	7,341,098	$	1,004,740
Interest earned on cash and marketable securities held in Trust Account	$	1,537,454	$	4,450,892	$	8,282,080	$	12,345,276


	September 30,		December 31,
	2025		2024
Cash	$	629,566	$	1,599,682
Cash and marketable securities held in Trust Account	$	154,158,677	$	331,781,130

The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the condensed statements of operations and described within their respective disclosures. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

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NABORS ENERGY TRANSITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements except for as follows.

On October 14, 2025 (the “Settlement Date”), the Company, e2, the Sponsor and Merger Sub entered into the Settlement Agreement and Release (the “Settlement Agreement”) pursuant to which (i) e2 issued a secured promissory note (the “Secured Promissory Note”) to the Company in an aggregate principal amount of $29.23 million, of which (x) $14.615 million matures on March 31, 2026 ($3.5 million of which is required to be prepaid on or before December 31, 2025) (the “First Note”), and (y) $14.615 million matures on October 14, 2028 (the “Second Note” and together with the First Note, the “Notes”), provided that, certain security interests granted by e2 and its subsidiaries will not vest until the repayment in full of all obligations owed to a priority creditor, (ii) the parties agreed to dismiss with prejudice the previously disclosed action styled Nabors Energy Transition Corp. II, et al. v. e2Companies LLC, 2025-0810-BWD and release the parties from various known and unknown claims, subject to certain carve-outs, effective upon the Settlement Date, and (iii) the Business Combination Agreement and all ancillary agreements entered into in connection therewith were deemed terminated by mutual agreement upon the Settlement Date. The terms of the Settlement Agreement and the Notes are described in further detail in the Current Report on Form 8-K filed by the Company with the SEC on October 15, 2025.

On October 20, 2025, the Company issued a $2,000,000 unsecured promissory note to Nabors Lux 2 S.a.r.l., an affiliate of the Sponsor, to provide additional working capital. The note is non-interest bearing, payable upon the earlier of the consummation of the Company’s initial business combination or liquidation, and may be converted at the Sponsor’s discretion into warrants at a price of $1.00 per warrant.

On October 27, 2025, the Company filed a definitive proxy statement (the “Definitive Proxy”) for an extraordinary general meeting of shareholders (the “Shareholder Meeting”), and on November 3, 2025, the Company filed an amendment and supplement to the Definitive Proxy, for the purpose of approving (i) an amendment to its Amended Articles to (A) delete Article 49 (Business Combination), other than Article 49.7, in its entirety and (B) extend the date by which the Company has to consummate an initial Business Combination indefinitely (the “Indefinite Extension”) and (ii) an amendment and restatement of the amended and restated investment management trust agreement (the “IMTA Amendment”)to permit the Company (A) to deposit future interest earned on the Trust Account into the Company’s operating account from and after the date of the proposed IMTA Amendment and (ii) to reflect the Indefinite Extension.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us,” “NETD” or the “Company” refer to Nabors Energy Transition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Nabors Energy Transition Sponsor II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A as filed with the SEC on April 2, 2025. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on April 12, 2023, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Extension

On July 16, 2025, the Company held an extraordinary general meeting, where shareholders approved and adopted (i) the Amended Articles, to allow the Board, without another shareholder vote, to elect the Monthly Extension Option; and (ii) the amended and restated investment management trust agreement, to reflect the Monthly Extension Option.

On July 17, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from July 18, 2025 to August 18, 2025, as permitted under the Amended Articles. In connection with such extension, Nabors Lux deposited $250,000 into the Trust Account. To pay the extension fees, the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor in the principal amount of $250,000 in connection with such extension.

On August 15, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from August 18, 2025 to September 18, 2025, as permitted under the Amended Articles. In connection with such extension, Nabors Lux deposited $250,000 into the Trust Account. To pay the extension fees, the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor in the principal amount of $250,000 in connection with such extension.

On September 17, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from September 18, 2025 to October 18, 2025, as permitted under the Amended Articles. In connection with such extension, Nabors Lux deposited $250,000 into the Trust Account. To pay the extension fees, the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor in the principal amount of $250,000 in connection with such extension.

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On October 17, 2025, the Board elected to extend the date by which the Company has to consummate an initial Business Combination from October 18, 2025 to November 18, 2025, as permitted under the Amended Articles. In connection with such extension, Nabors Lux deposited $250,000 into the Trust Account. To pay the extension fees, the Company issued an unsecured promissory note to Nabors Lux, an affiliate of the Sponsor in the principal amount of $250,000 in connection with such extension.

On October 27, 2025, the Company filed a definitive proxy statement (the “Definitive Proxy”) for the Shareholder Meeting, and on November 3, 2025, the Company filed an amendment and supplement to the Definitive Proxy, for the purpose of approving (i) an amendment to its Amended Articles to (A) delete Article 49 (Business Combination), other than Article 49.7, in its entirety and (B) the Indefinite Extension and (ii) an amendment and restatement of the amended and restated investment management trust agreement (the “IMTA Amendment”) to permit the Company (A) to deposit future interest earned on the Trust Account into the Company’s operating account from and after the date of the proposed IMTA Amendment and (ii) to reflect the Indefinite Extension.

Termination of the Business Combination Agreement and Plan of Reorganization

On February 11, 2025, the Company, Merger Sub, and e2, entered into the Business Combination Agreement.

On October 14, 2025, the Company, e2, the Sponsor and Merger Sub entered into the Settlement Agreement pursuant to which (i) e2 issued the Secured Promissory Note to the Company in an aggregate principal amount of $29.23 million, of which (x) $14.615 million matures on March 31, 2026 ($3.5 million of which is required to be prepaid on or before December 31, 2025), and (y) $14.615 million matures on October 14, 2028, provided that, certain security interests granted by e2 and its subsidiaries will not vest until the repayment in full of all obligations owed to a priority creditor, (ii) the parties agreed to dismiss with prejudice the previously disclosed action styled Nabors Energy Transition Corp. II, et al. v. e2Companies LLC, 2025-0810-BWD and release the parties from various known and unknown claims, subject to certain carve-outs, effective upon the Settlement Date, and (iii) the Business Combination Agreement and all ancillary agreements entered into in connection therewith were deemed terminated by mutual agreement upon the Settlement Date. The terms of the Settlement Agreement and the Notes are described in further detail in the Current Report on Form 8-K filed by the Company with the SEC on October 15, 2025.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 12, 2023 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for an initial business combination. We do not expect to generate any operating revenues prior to the completion of our initial business combination at the earliest. Following our Initial Public Offering, we generate non-operating income in the form of interest income on permitted investments from the proceeds derived from the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2025, we had a net loss of $2,288,322, which consists of operating costs of $3,825,776, offset by interest income on marketable securities held in the trust account of $1,537,454.

For the nine months ended September 30, 2025, we had a net income of 940,982, which consists of interest income on marketable securities held in the trust account of $8,282,080, offset by operating costs of $7,341,098.

For the three months ended September 30, 2024, we had a net income of $3,971,625, which consists of interest income on marketable securities held in the trust account of $4,450,892, offset by operating costs of $479,267.

For the nine months ended September 30, 2024, we had a net income of $11,340,536, which consists of interest income on marketable securities held in the trust account of $12,345,276, offset by operating costs of $1,004,740.

Liquidity, Capital Resources and Going Concern

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class F ordinary shares by our sponsor and loans from our sponsor.

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On July 18, 2023, we consummated the Initial Public Offering of 30,500,000 units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 500,000 units, at $10.00 per unit, generating gross proceeds of $305,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,540,000 private placement warrants to the direct or indirect owners of our Sponsor, at a price of $1.00 per private placement warrant, generating gross proceeds of $9,540,000.

In addition, the direct or indirect owners of our sponsor loaned the Company a total of $3,050,000, and in exchange, the Company issued unsecured promissory notes to each lender for an aggregate principal amount of $3,050,000, as of the closing date of the Initial Public Offering at no interest, which is referred to as the overfunding loans. The overfunding loans will be repaid upon the closing of the initial business combination or converted into warrants of the post-business combination entity at a price of $1.00 per warrant (or any combination thereof), at our sponsor’s discretion, which warrants will be identical to the private placement warrants. The overfunding loans were extended in order to ensure that the amount in the trust account was $10.10 per share at the closing of the Initial Public Offering. If the Company does not complete an initial business combination, the Company will not repay the overfunding loans from amounts held in the trust account, and the trust account proceeds will be distributed to the Company’s public shareholders, subject to the limitations; however, the Company may repay the overfunding loans if there are funds available outside the trust account to do so.

Following the Initial Public Offering, sale of the private placement warrants and the overfunding loans, a total of $308,050,000 was placed in the trust account. We incurred transaction costs of $17,966,142 consisting of $6,100,000 of cash underwriting discount, $10,675,000 of deferred underwriting fees, and $1,191,142 of other final offering costs.

For the nine months ended September 30, 2025, cash used in operating activities was $970,116. Net income of $940,982 was affected by interest earned on marketable securities held in the trust account of $8,282,080. Changes in operating assets and liabilities provided $6,370,982 of cash for operating activities.

For the nine months ended September 30, 2024, cash used in operating activities was $264,250. Net income of $11,340,536 was affected by interest earned on marketable securities held in the trust account of $12,345,276. Changes in operating assets and liabilities provided $740,490 of cash for operating activities.

As of September 30, 2025, we had cash held in the trust account of $154,158,677 (including $8,282,080.36 of interest income). We may withdraw interest from the trust account to pay taxes, if any.

As of September 30, 2025, we had cash of $629,566. We intend to use the funds held outside the trust account primarily to pay fees and expenses incurred by or on behalf of the Company since its formation.

In order to finance working capital deficit or to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans. If the Company completes its initial business combination, the Company would repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per private placement warrant at the option of the lender. Such warrants would be identical to the private placement warrants.

We have determined that mandatory liquidation for winding up, should a business combination not occur by November 18, 2025, and potential subsequent liquidation and dissolution raise substantial doubt about our ability to continue as a going concern for a reasonable period of time which is considered to be one year from the date of the issuance of the consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

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Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, or operating lease obligations, other than an agreement to pay an aggregate of $15,000 per month to an affiliate of our sponsor for office space, utilities, secretarial and administrative support.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6,100,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $10,675,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. However, on February 10, 2025 and July 14, 2025, the Company received waiver letters from the underwriters for their portions of the deferred underwriting fee, accrued in connection with the Initial Public Offering. Therefore, there is no longer a deferred fee payable to the underwriters.

Critical Accounting Estimates

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates:

Cash and marketable Securities in Trust Account

As of September 30, 2025, the assets held in the Trust Account were held in U.S. Treasury Bills and cash. As of December 31, 2024, the assets held in the Trust Account were held in cash. We account for marketable securities at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the unaudited condensed consolidated statements of operations. As of September 30, 2025 and December 31, 2024, the fair value of cash and marketable securities held in Trust Account amounts to $154,158,677 and $331,781,130, respectively.

Derivative Financial Instruments

We evaluate financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. On August 27, 2023, the remainder of the over-allotment option to purchase 4,000,000 Units expired and the over-allotment option liability, which was initially measured at fair value of $402,224, was derecognized in the unaudited condensed consolidated statements of operations.

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Warrant Instruments

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Refer to Note 10 in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Form on Form 10-K/A filed with the SEC on April 2, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Other than as set forth below and in the Definitive Proxy, as amended and supplemented, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Form on Form 10-K/A filed with the SEC on April 2, 2025, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

The Company may not receive payment under the Settlement Agreement or the Notes by either maturity date or at all and the Company may not receive payment if it enters into an initial business combination.

Our receipt of the payment of the amounts due under the Settlement Agreement or under the Notes at the applicable maturity date will be dependent upon e2’s ability to pay its obligations under the Settlement Agreement and the Notes on the applicable payment date. If e2 becomes unable to meet its respective financial obligations as they become due, we may not receive any or all of the amount(s) payable under the terms of the Settlement Agreement or the Notes. While the Notes will be secured, the security interests will not vest until obligations owed to a priority creditor are paid in full and actions to “perfect” the security interest may not be able to be taken until the security interest vests. Our status as a secured creditor may be impaired by virtue of this delay. Whether as a result of being unsecured or otherwise, in the event of a default under the Notes, we may not be able to (or it may be impractical to) foreclose on the collateral securing the Notes and/or the value of such collateral may be less than the amount owed under the Notes.

If, at the time of a Trigger Event (as defined in the Settlement Agreement), the Company has entered into a definitive agreement for an initial business combination, but such initial business combination has not yet been consummated, then any Trigger Event Payment (as defined in the Settlement Agreement) shall instead be deposited by e2 into an escrow account. If such definitive agreement for an initial business combination is terminated, the Trigger Event Payment will be released to the Company, and if such initial business combination is consummated, the Trigger Event Payment will be released to e2.

The Notes will be secured by the equity interests of Mission Critical e2 LLC and Mission Critical e2 Limited (“Mission Critical”) (but, in each case, only upon repayment in full of a priority creditor), and such collateral is subject to a variety of risks associated with the Energy Services Agreement by and between Mission Critical and Herbata, some of which are outside of our control.

Herbata Limited, an Irish land development company (“Herbata”), is party to that certain Put and Call Option Agreement by and among Herbata, Mission Critical, Moffett Investment Holdings Unlimited Company and the shareholders of Herbata party thereto, dated April 9, 2024, pursuant to which (i) within the period starting on the date on which Herbata receives the final grant of applicable planning permission by the relevant authority for construction, development, and operation of the Herbata Project (the “Planning Permissions”) and ending on the six month anniversary of the date of the receipt of such Planning Permissions, Herbata has the option to require e2, through Mission Critical, to purchase the entire issued share capital of Herbata and the data center campus in Kildare County, Ireland on a three-hectare site which will include six two-story data center buildings at Jigginstown, Halverstown, and Newhall, Naas, adjacent to the M7 Business Park (the “Herbata Project”) that Herbata is developing (the “Put Option”) and (ii) provided that the Put Option is not exercised at the time, until the expiration of the six month anniversary of the date of the receipt of such Planning Permissions, e2 may purchase the entire issued share capital of Herbata and the Herbata Project site, together with all related Planning Permissions.

Additionally, we are subject to other risks, including:

●

Herbata’s financial conditions and creditworthiness;

●

Herbata’s ability to complete its project on projected timeline and within forecasted budget;

●

risks and delays associated with Herbata obtaining requisite permits and approvals; and

●

ability to obtain financing for Herbata’s project on attractive terms or at all.

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If we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete an initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including,

●

restrictions on the nature of our investments; and

●

restrictions on the issuance of securities, each of which may make it difficult for us to complete an initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

●

registration as an investment company;

●

adoption of a specific form of corporate structure; and

●

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not intend to spend a considerable amount of time actively managing the assets in the Trust Account for the primary purpose of achieving investment returns. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the Company intends to only hold the proceeds in the Trust Account and any payments under the Settlement Agreement and Notes as cash or cash equivalents but may decide to invest them in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations in the future. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at winding up (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The IPO was not intended for persons who are seeking a return on investments in government securities or investment securities. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

In the adopting release for the final rules which became effective on July 1, 2024, the SEC provided guidance that a SPAC’s potential status as an “investment company” depends on a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a question of facts and circumstances” requiring individualized analysis. If we were deemed to be subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment company or wind down and abandon our efforts to complete an initial business combination.

Potential new trade policies, such as tariffs, could adversely affect our search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

There is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. These developments, or the perception that more of them could occur, may materially adversely affect the global economy and stability of global financial markets, potentially reducing trade and depressing economic activity. Such changes in international trade policies may adversely affect our search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination, which could adversely affect our financial condition. The extent of such impacts cannot be predicted at this time.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Nabors Lux deposited $250,000 into the Trust Account on July 17, 2025, August 15, 2025, September 17, 2025 and October 17, 2025 in connection with the Monthly Extension Option and in exchange, we issued unsecured promissory notes to Nabors Lux for an aggregate of $1.0 million. The Extension note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the liquidation of the Company on or before November 19, 2025, unless such date is extended pursuant to the Company’s second amended and restated memorandum and articles of association, or such later liquidation date as may be approved by the Company’s shareholders and the Board. If the Company consummates an initial business combination, it will repay the loan out of the proceeds of the Trust Account or, at the option of the Sponsor, convert all or a portion of the loan into warrants for $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. If the Company does not consummate an initial business combination, the Company will repay the loan only from funds held outside of the Trust Account.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

(a)	On November 12, 2025, the Board appointed Miguel Rodriguez to serve as the Chief Financial Officer of the Company.

Mr. Rodriguez is the Chief Financial Officer of Nabors Industries Ltd. (“Nabors”; NYSE: NBR) since October 2025 and previously served as Senior Vice President for Operations Finance of Nabors since February 2019. Prior to joining Nabors, Mr. Rodriguez worked for over 25 years at Schlumberger in various senior executive positions in Corporate Treasury, Group Controller for Latin America, and worldwide Controller with postings in the United States, Latin America and Russia. Mr. Rodriguez holds a Bachelor degree in Business Administration and a CPA from Universidad Católica Andrés Bello in Venezuela.

There are no arrangements or understandings between Mr. Rodriguez or any other person pursuant to which he was appointed Chief Financial Officer of the Company. The Company is not aware of any transaction in which Mr. Rodriguez has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On November 12, 2025, the Company entered into an indemnification agreement with Mr. Rodriguez (the “Indemnification Agreement”), which requires the Company to indemnify Mr. Rodriguez to the fullest extent permitted under applicable law and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified. The Indemnification Agreement is substantially similar to the Company’s existing indemnification agreements with its executive officers and other directors. The foregoing summary of the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.8 hereto and incorporated in this Item 5(a) by reference.

Mr. Rodriguez succeeds William Restrepo, who resigned as Chief Financial Officer of the Company effective as of November 12, 2025. Mr. Restrepo’s resignation is a result of his retirement as Chief Financial Officer of Nabors and was not the result of any disagreement with the Company or any member of the Board or management team on any matter relating to the Company’s operations, policies or practices.

(b)

None.

(c)	None of our directors or executive officers adopted or terminated a Rule 10b5 - 1 trading arrangement or a non - Rule 10b5 - 1 trading arrangement (as defined in Item 408 (c) of Regulation S - K) during the quarterly period covered by this Quarterly Report on Form 10-Q.

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Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


No.		Description of Exhibit
3.1		Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on July 17, 2025).
10.1		Amended and Restated Investment Management Trust Agreement, dated July 17, 2025, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on July 17, 2025).
10.2		Promissory Note, dated as of July 17, 2025, issued to Nabors Lux by the Company(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on July 17, 2025).
10.3		Promissory Note, dated as of August 15, 2025, issued to Nabors Lux by the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on August 15, 2025).
10.4		Promissory Note, dated as of September 17, 2025, issued to Nabors Lux by the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on September 18, 2025).
10.5		Settlement Agreement, dated as of October 14, 2025, by and among the Company, e2, the Sponsor and Merger Sub (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on October 15, 2025).
10.6		Secured Promissory Note, dated as of October 14, 2025, issued to the Company by e2 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on October 15, 2025).
10.7		Promissory Note, dated as of October 17, 2025, issued to Nabors Lux by the Company (incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41744) filed with the SEC on October 20, 2025).
10.8		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-272810) filed with the SEC on June 21, 2023).
31.1*		Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	NABORS ENERGY TRANSITION CORP. II

Date: November 13, 2025	By:	/s/ ANTHONY G. PETRELLO
	Name:	Anthony G. Petrello
	Title:	Chairman, President and Chief Executive Officer
		(Principal Executive Officer)


Date: November 13, 2025	By:	/s/ MIGUEL RODRIGUEZ
	Name:	Miguel Rodriguez
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Nabors Energy Transition Corp. II 10-Q