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 March 31, 2024

☐ 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 May 14, 2024, there were 30,500,000 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.

		Page
Part I. Financial Information
Item 1. Financial Statements		1
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023		1
Condensed Statement of Operations for the three months ended March 31, 2024 (Unaudited)		2
Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2024 (Unaudited)		3
Condensed Statement of Cash Flows for the three months ended March 31, 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 4. Controls and Procedures		23
Part II. Other Information
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3. Defaults Upon Senior Securities		24
Item 4. Mine Safety Disclosures		24
Item 5. Other Information		24
Item 6. Exhibits		25
Signatures		26


	March 31,		December 31,
	2024		2023
	(Unaudited)
Assets
Current assets
Cash	$	1,935,784	$	1,984,344
Prepaid expenses		2,500		8,539
Short-term prepaid insurance		239,649		239,649
Total Current Assets		2,177,933		2,232,532

Long-term prepaid insurance		70,563		130,475
Marketable securities held in Trust Account		319,730,485		315,668,115
Total Assets	$	321,978,981	$	318,031,122

Liabilities and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	179,894	$	120,904
Accrued offering costs		75,000		75,000
Total current liabilities		254,894		195,904

Overfunding convertible notes – related parties		3,050,000		3,050,000
Deferred legal fees		435,661		343,684
Deferred underwriting fee payable		10,675,000		10,675,000
Total Liabilities		14,415,555		14,264,588

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 30,500,000 shares at redemption value of $10.48 and $10.35 per share as of March 31, 2024 and December 31, 2023, respectively		319,730,485		315,668,115

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of March 31, 2024 and December 31, 2023		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 30,500,000 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; none issued or outstanding as of March 31, 2024 and December 31, 2023		—		—
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,625,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023⁽¹⁾		763		763
Additional paid-in capital		—		—
Accumulated deficit		(12,167,822)		(11,902,344)
Total Shareholders’ Deficit		(12,167,059)		(11,901,581)
Total Liabilities and Shareholders’ Deficit	$	321,978,981	$	318,031,122


General and administrative expenses	$	265,478
Loss from operations		(265,478)

Other income:
Interest earned on marketable securities held in Trust Account		4,062,370
Total other income		4,062,370

Net income	$	3,796,892

Basic and diluted weighted average shares outstanding, Class A ordinary shares		30,500,000

Basic and diluted net income per share, Class A ordinary shares	$	0.10

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

Basic and diluted net income per share, Class F ordinary shares	$	0.10


	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, 2024	—	$	—	—	$	—	7,625,000	$	763	$	—	$	(11,902,344)	$	(11,901,581)
Accretion of Class A ordinary shares subject to possible redemption (unaudited)	—		—	—		—	—		—		—		(4,062,370)		(4,062,370)
Net income (unaudited)	—		—	—		—	—		—		—		3,796,892		3,796,892
Balance – March 31, 2024 (unaudited)	—	$	—	—	$	—	7,625,000	$	763	$	—	$	(12,167,822)	$	(12,167,059)


Cash Flows from Operating Activities:
Net income	$	3,796,892
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(4,062,370)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		6,039
Long-term prepaid insurance		59,912
Accounts payable and accrued expenses		58,990
Deferred legal fee payable		91,977
Net cash used in operating activities		(48,560)

Net Change in Cash		(48,560)
Cash – Beginning of period		1,984,344
Cash – End of period	$	1,935,784


Gross proceeds from Public Shareholders	$	305,000,000
Less:
Proceeds allocated to Public Warrants		(3,507,500)
Proceeds allocated to the over-allotment option		(402,224)
Class A ordinary shares issuance costs		(17,700,174)
Plus:
Accretion of carrying value to redemption value		32,278,013
Class A ordinary shares subject to possible redemption, December 31, 2023		315,668,115
Plus:
Accretion of carrying value to redemption value		4,062,370
Class A ordinary shares subject to possible redemption, March 31, 2024	$	319,730,485


	For the Three Months Ended
	March 31, 2024
	Class A		Class B		Class F
Basic and Diluted net income per ordinary share
Numerator:
Allocation of net income	$	3,037,514	$	—	$	759,378
Denominator:
Basic and Diluted weighted average shares outstanding		30,500,000		—		7,625,000
Basic and Diluted net income per ordinary share	$	0.10	$	—	$	0.10


		March 31,		December 31,
Description	Level	2024		2023
Assets:
Marketable securities held in Trust Account	1	$	319,730,485	$	315,668,115


	July 18, 2023
Market price of public stock	$	10.12
Term (years)		5.0
Risk-free rate		3.91	%
Dividend yield		0.00	%
Volatility		40.0	%
Probability of merger		8	%


No.		Description of Exhibit
3.1		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 19, 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)


	NABORS ENERGY TRANSITION CORP. II

Date: May 14, 2024	By:	/s/ ANTHONY G. PETRELLO
	Name:	Anthony G. Petrello
	Title:	Chairman, President and Chief Executive Officer
		(Principal Executive Officer)


Date: May 14, 2024	By:	/s/ WILLIAM RESTREPO
	Name:	William Restrepo
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Nabors Energy Transition Corp. II