SCHEDULE: Activist Investor Discloses 13.7% Stake in Nabors Energy Transition Corp. II

Funicular Funds, LP, Cable Car Capital, LP, and Jacob Ma-Weaver have disclosed a 13.7% beneficial ownership stake in Nabors Energy Transition Corp. II, expressing concerns about current proposals and advocating for an orderly winding up.

Summary

• Funicular Funds, LP, Cable Car Capital, LP, and Jacob Ma-Weaver (collectively, the "Reporting Persons") beneficially own 1,875,115 Class A Ordinary Shares of Nabors Energy Transition Corp. II.
• This ownership represents approximately 13.7% of the Issuer's outstanding Class A Ordinary Shares, based on 13,724,863 shares outstanding as of August 14, 2025.
• The shares were acquired for an aggregate purchase price of $21,246,660.70, inclusive of brokerage commissions.
• Reporting Persons believe the shares were undervalued at the time of purchase and represent an attractive investment opportunity.
• They have communicated their belief that the Issuer's preliminary proxy statement proposals, filed on October 16, 2025, are not approvable in their current form.
• Reporting Persons are supportive of an orderly winding up process that promptly distributes the trust account to Class A shareholders and proportionally allocates settlement proceeds, net of expenses, between Class A and Class F shareholders.
• They may increase or decrease their position, engage with management and the Board, discuss with other shareholders, or make proposals regarding capitalization, ownership, board structure, or potential business combinations.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative as a significant shareholder is advocating for the winding up of the company, indicating a lack of confidence in current strategic proposals and the likelihood of a successful business combination. However, the activist stance could be seen as positive for Class A shareholders seeking a return of capital.

Positives

• Reporting Persons view the shares as undervalued and an attractive investment opportunity.
• Active investor engagement by a significant shareholder (13.7%) could lead to better outcomes for Class A shareholders, particularly regarding the winding-up process and distribution of trust account assets.

Negatives

• Reporting Persons believe the Issuer's current preliminary proxy statement proposals are not approvable, indicating potential disagreement with management's current strategic direction.
• The advocacy for an "orderly winding up process" suggests the company may be heading towards liquidation rather than a successful business combination, which could be a negative for the SPAC's original mission.

Risks

• The Issuer's current proposals may not be approved, leading to uncertainty regarding the company's future direction.
• The company may proceed with an "orderly winding up process," implying a potential liquidation rather than a de-SPAC transaction, which could impact shareholder value.
• Reporting Persons may increase or decrease their position, including selling some or all of their shares, which could affect the share price.
• Shares may be held in margin accounts and pledged as collateral security, introducing leverage risk to the investment.

Future Outlook

Reporting Persons intend to review their investment on a continuing basis and may increase or decrease their position. They may engage in communications with management and the Board, discuss with other shareholders, or make recommendations concerning changes to capitalization, ownership structure, board structure, potential business combinations, or improving financial/operational performance. They explicitly support an orderly winding up process that promptly distributes the trust account to Class A shareholders and proportionally allocates settlement proceeds.

Management Comments

• Reporting Persons have communicated their belief that the preliminary proxy statement proposals filed by the Issuer on October 16, 2025, are not approvable in their current form.

Industry Context

This filing highlights increasing shareholder activism within the Special Purpose Acquisition Company (SPAC) sector, particularly as many SPACs approach their dissolution deadlines without completing a de-SPAC transaction. The call for an 'orderly winding up process' by a significant shareholder reflects a trend where investors prioritize the return of trust account funds over potentially dilutive or unfavorable business combinations, signaling a potential shift from growth-oriented strategies to capital preservation.

Stakeholder Impact

• Shareholders (Class A): Potential for prompt distribution of trust account funds if winding up occurs, but also uncertainty regarding the company's future. Activist engagement could lead to better terms for them.
• Shareholders (Class F): Potential impact on allocation of settlement proceeds during winding up, which the Reporting Persons advocate for proportional allocation.
• Management/Board: Increased pressure to address shareholder concerns and potentially revise strategic proposals or consider the winding up process.

Next Steps

• Reporting Persons may increase or decrease their position in the Issuer through open market or private transactions.
• They may engage in communications with management and the Board of Nabors Energy Transition Corp. II.
• They may engage in discussions with other shareholders or third parties about the Issuer and their investment.
• They may make recommendations or proposals to the Issuer concerning changes to capitalization, ownership structure, board structure, potential business combinations, or suggestions for improving financial/operational performance.
• The Issuer will likely need to address the concerns raised by the Reporting Persons regarding the preliminary proxy statement proposals.
• The Issuer may proceed with an orderly winding up process if a suitable business combination is not found or approved, or if shareholder pressure dictates.

Key Dates

Recommendation

The filing indicates a significant activist stake and a call for the company's winding up, which typically signals a failure to execute its original SPAC mission. However, the activist's stated goal of ensuring a prompt and fair distribution of the trust account to Class A shareholders could protect downside for current investors. A 'hold' recommendation is appropriate to observe how the activist's engagement influences the company's next steps and the terms of any potential liquidation or revised proposals, as this could lead to a more favorable outcome for shareholders than initially expected from the current proposals.

Keywords

Nabors Energy Transition Corp. II, NETC II, Funicular Funds, Cable Car Capital, Jacob Ma-Weaver, Schedule 13D, activist investor, SPAC, liquidation, shareholder activism, trust account, proxy statement, beneficial ownership