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, 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 November 12, 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.

Table of Contents

NABORS ENERGY TRANSITION CORP. II

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements		1
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		1
Condensed Statements of Operations for the three and nine months ended September 30, 2024, for the three months ended September 30, 2023, and for the period from April 12, 2023 (inception) through September 30, 2023 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2024, for the three months ended September 30, 2023, and for the period from April 12, 2023 (inception) through September 30, 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and for the period from April 12, 2023 (inception) through September 30, 2023 (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		24
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Signatures		27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NABORS ENERGY TRANSITION CORP. II

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2024		2023
	(Unaudited)
Assets
Current assets
Cash	$	1,645,094	$	1,984,344
Prepaid expenses		28,325		8,539
Short-term prepaid insurance		190,388		239,649
Total Current Assets		1,863,807		2,232,532

Long-term prepaid insurance		—		130,475
Marketable securities held in Trust Account		328,013,391		315,668,115
Total Assets	$	329,877,198	$	318,031,122

Liabilities and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	221,425	$	120,904
Accrued offering costs		—		75,000
Total current liabilities		221,425		195,904

Overfunding convertible notes – related parties		3,050,000		3,050,000
Deferred legal fees		823,703		343,684
Deferred underwriting fee payable		10,675,000		10,675,000
Total Liabilities		14,770,128		14,264,588

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 30,500,000 shares at redemption value of $10.75 and $10.35 per share as of September 30, 2024 and December 31, 2023, respectively		328,013,391		315,668,115

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of September 30, 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 September 30, 2024 and December 31, 2023		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; none issued or outstanding as of September 30, 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 September 30, 2024 and December 31, 2023		763		763
Additional paid-in capital		—		—
Accumulated deficit		(12,907,084)		(11,902,344)
Total Shareholders’ Deficit		(12,906,321)		(11,901,581)
Total Liabilities and Shareholders’ Deficit	$	329,877,198	$	318,031,122

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

Table of Contents

NABORS ENERGY TRANSITION CORP. II

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the Period
							from April 12,
					Nine Months		2023
					Ended		(Inception)
	Three Months Ended September 30,				September 30,		through September 30,
	2024		2023		2024		2023
General and administrative expenses	$	479,267	$	253,944	$	1,004,740	$	261,371
Loss from operations		(479,267)		(253,944)		(1,004,740)		(261,371)

Other income:
Change in fair value of over-allotment option liability		—		402,224		—		402,224
Other income		—		290		—		290
Interest earned on marketable securities held in Trust Account		4,450,892		3,272,323		12,345,276		3,272,323
Unrealized gain on marketable securities held in Trust Account		—		86,189		—		86,189
Total other income		4,450,892		3,761,026		12,345,276		3,761,026
Net income	$	3,971,625	$	3,507,082	$	11,340,536	$	3,499,655

Basic and diluted weighted average shares outstanding, Class A ordinary shares		30,500,000		24,802,198		30,500,000		13,198,830
Basic and diluted net income per share, Class A ordinary shares	$	0.10	$	0.11	$	0.30	$	0.17

Basic weighted average shares outstanding, Class F ordinary shares		7,625,000		7,546,703		7,625,000		6,998,538
Basic net income per share, Class F ordinary shares	$	0.10	$	0.11	$	0.30	$	0.17

Diluted weighted average shares outstanding, Class F ordinary shares		7,625,000		7,625,000		7,625,000		7,040,205
Diluted net income per share, Class F ordinary shares	$	0.10	$	0.11	$	0.30	$	0.17

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

Table of Contents

NABORS ENERGY TRANSITION CORP. II

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

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