Amendment: SEC Form SCHEDULE 13D/A filed by Nabors Energy Transition Corp. II
$NETD
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Nabors Energy Transition Corp. II (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
G6363K106 (CUSIP Number) |
Jacob Ma-Weaver 601 California Street, Suite 1151 San Francisco, CA, 94108 (415) 857-1965 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G6363K106 |
| 1 |
Name of reporting person
Funicular Funds, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,710,692.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | G6363K106 |
| 1 |
Name of reporting person
Cable Car Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,710,692.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | G6363K106 |
| 1 |
Name of reporting person
Ma-Weaver Jacob | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,710,692.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value |
| (b) | Name of Issuer:
Nabors Energy Transition Corp. II |
| (c) | Address of Issuer's Principal Executive Offices:
515 W. GREENS ROAD, SUITE 1200, HOUSTON,
TEXAS
, 77067. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed by Funicular Funds, LP (the "Fund"), a Delaware limited partnership, with respect to the Shares beneficially owned and held of record by the Fund. The general partner of the Fund is Cable Car Capital, LP ("Cable Car"), a Delaware limited partnership. Jacob Ma-Weaver, a United States citizen, is the ultimate individual responsible for directing the voting and disposition of the Shares held by the Fund. Each of the Fund, Cable Car, and Mr. Ma-Weaver are referred to as a "Reporting Person" and collectively as the "Reporting Persons". |
| (b) | The principal business address for the Reporting Persons is 601 California Street, Suite 1151, San Francisco, California 94108. |
| (c) | The Fund is a private investment partnership whose principal business is investing and trading in securities. Cable Car is an investment adviser registered with the Securities and Exchange Commission. Its principal business is investment management. Mr. Ma-Weaver has sole discretionary authority over the accounts of the Fund. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Funicular Funds, LP - Delaware
Cable Car Capital, LP - Delaware
Jacob Ma-Weaver - United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares to which this Schedule 13D relates were acquired for an aggregate purchase price of $30,718,271.25, inclusive of brokerage commissions. Funds for the purchase were obtained from the available working capital of the Fund, which may include borrowings under portfolio margin agreements with the Fund's custodians. Positions in the Shares to which this Schedule 13D relates may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Shares. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On November 17, 2025, with the prior authorization of Cede & Co. as contributory, Funicular Funds, LP filed a petition with the Grand Court of the Cayman Islands Financial Services Division, In the Matter of Section 94 of the Companies Act (2025 Revision) and In the Matter of Nabors Energy Transition Corp. II. The petition seeks the appointment of court-supervised liquidators and the commencement of a just and equitable winding up process on the grounds that the substratum of the Issuer has failed and the Reporting Persons have justifiably lost trust and confidence in the management of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Persons is based on 4,808,747 Class A Shares purportedly outstanding as of November 14, 2025, which is the total number of Shares outstanding as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025 less the number of shares the Issuer purported to redeem in connection with the Extraordinary General Meeting held on November 14, 2025, as reported on the Issuer's 8-K filed with the Securities and Exchange Commission on November 17, 2025.
As of the close of business on November 19, 2025, the Fund beneficially owned 2,710,692 Shares, constituting approximately 56.4% of the Issuer's outstanding Class A Shares. Cable Car, as the general partner of the Fund, may be deemed the beneficial owner of the 2,710,692 Shares owned by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 2,710,692 Shares owned by the Fund. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
Funicular Funds, LP - 2,710,692
Cable Car Capital, LP - 2,710,692
Jacob Ma-Weaver - 2,710,692
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| (c) | Schedule A is incorporated herein by reference |
| (d) | None |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
There are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A. Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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