SEC Form SCHEDULE 13D filed by Nabors Energy Transition Corp. II

The principal business address of the Reporting Persons is 16690 Collins Ave, Suite 1103, Sunny Isles Beach, FL 33160.

ATG Fund II is principally engaged in the business of investing in securities. The principal business of ATG Management is to serve as the sole managing member to certain private investment funds, including ATG Fund II. The principal business of Mr. Gliksberg is to serve as the sole managing member of ATG Management and its affiliates.

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past 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 was or is 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.

The information in Item 2(a) above is incorporated herein by reference.

The Class A Ordinary Shares to which this Schedule 13D relates were acquired for an aggregate purchase price of $5,495,240.57 inclusive of brokerage commissions. Funds for the purchase were obtained from the available working capital of funds managed by ATG Management, including ATG Fund II, which may include borrowings under portfolio margin agreements with the fund's custodians. Positions in the Class A Ordinary 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 Class A Ordinary Shares.

The Reporting Persons acquired the position in the Class A Ordinary Shares of the Issuer in the belief that the Class A Ordinary Shares represented an attractive investment opportunity. The acquisitions of the Class A Ordinary Shares were made in the ordinary course of the Reporting Persons' investment activities and are currently held for investment purposes. The Reporting Person believes that Issuer's apparent intention to redeem or liquidate securities of the Issuer while Nabors Energy Transition Sponsor II LLC, the sponsor of the issuer (the "Sponsor"), will retain for itself certain valuable assets or consideration received in connection with the Issuer's prior failed transaction is improper and inconsistent with the Issuer's and the Sponsor's fiduciary and contractual obligations to the Issuer's shareholders. In the Reporting Person's view, any termination fees, rights, claims, or other contingent or actual assets generated during the Issuer's business combination process belong to the Issuer and must be allocated pro rata among all shareholders of the Issuer. The Reporting Person considers any attempt by the Sponsor to appropriate such assets for its own benefit-while shareholders of the Issuer are limited to the cash held in the trust account-to be unacceptable.

Each of the Reporting Persons may be deemed to beneficially own 479,478 Class A Ordinary Shares of the Issuer, which represents approximately 9.97% of the Class A Ordinary Shares outstanding, based on 13,724,863 Class A Ordinary Shares outstanding as of November 13, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025 less the Class A Ordinary Shares the Issuer purported to redeem in connection with the Extraordinary General Meeting held on November 14, 2025, as reported in the Issuer's 8-K filed with the Securities and Exchange Commission on November 17, 2025. The Class A Ordinary Shares reported herein are directly held and beneficially owned by ATG Fund II. Each of Mr. Gliksberg and ATG Capital Management may be deemed to beneficially own the Class A Ordinary Shares directly held by ATG Fund II due to their relationships with ATG Fund II as described above in Item 2(a). Such information regarding the relationships among the Reporting Persons in Item 2(a) is incorporated herein by reference.

Items 7 through 10 of the cover pages of this Schedule 13D for each of the Reporting Persons are incorporated herein by reference.

The transactions on the Schedule of Acquisitions and Dispositions is incorporated herein by reference. All transactions were completed through broker-dealers in market transactions. Other than as set forth on the schedule, none of the Reporting Persons has effected any transactions in the Class A Ordinary Shares during the past 60 days.

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Not applicable.

99.1 Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons. 99.2 Schedule of Acquisitions and Dispositions in the last 60 days.