SCHEDULE: Activist Investor Opposes Nabors Energy Transition II Proposals

Funicular Funds and Jacob Ma-Weaver, holding a 23% stake in Nabors Energy Transition Corp. II, have voted against proposals at the upcoming general meeting, citing concerns over redemption practices.

Summary

• Funicular Funds, LP, Cable Car Capital, LP, and Jacob Ma-Weaver (Reporting Persons) filed an Amendment No. 1 to Schedule 13D regarding Nabors Energy Transition Corp. II.
• The Reporting Persons beneficially own 3,160,692 Class A Ordinary Shares, representing approximately 23.0% of the Issuer's outstanding shares as of November 12, 2025.
• The shares were acquired for an aggregate purchase price of $35,837,021.25, funded from the Fund's working capital, potentially including borrowings under portfolio margin agreements.
• The Reporting Persons have voted against the proposals presented at the extraordinary general meeting scheduled for November 14, 2025.
• They have not elected to redeem shares in connection with the meeting.
• They believe the Issuer's stated intent to process redemptions irrespective of the vote outcome is outside of normal market practice.
• In their opinion, proceeding with the meeting prior to commencing a formal winding up process is unnecessary.

Sentiment

Score: 3

Explanation: The filing indicates significant shareholder dissent and criticism of management's actions regarding redemptions and meeting procedures, suggesting potential instability and conflict.

Positives

• The Reporting Persons hold a significant 23.0% stake, indicating strong conviction or potential for influence over the company's direction.
• The Reporting Persons did not redeem their shares, suggesting they see potential value or a different strategic path forward for the Issuer.

Negatives

• A significant shareholder group is openly opposing management's proposals, indicating potential conflict and disagreement on strategic direction.
• Concerns have been raised by the Reporting Persons regarding the Issuer's redemption practices and the necessity of the upcoming general meeting.

Risks

• Shares may be held in margin accounts and pledged as collateral, exposing the investment to potential margin calls.
• Open disagreement with management by a major shareholder could lead to prolonged uncertainty or internal conflict within the company.
• The Issuer's stated intent to process redemptions irrespective of the vote outcome could be a risk if it deviates from shareholder expectations or established legal norms.

Future Outlook

The Reporting Persons have expressed clear disagreement with the Issuer's current approach to the extraordinary general meeting and redemptions. This suggests a potential for continued shareholder activism, increased scrutiny of management's decisions, or a push for a different strategic direction for the Issuer.

Management Comments

• "The Reporting Persons have voted against the proposals presented at the extraordinary general meeting scheduled to be held on November 14, 2025, and have not elected to redeem shares in connection with the meeting."
• "The Reporting Persons believe that the Issuer's stated intent to process redemptions irrespective of the vote outcome is outside of normal market practice."
• "In the opinion of the Reporting Persons, proceeding with the meeting prior to commencing a formal winding up process is unnecessary."

Industry Context

This filing highlights a common scenario in Special Purpose Acquisition Companies (SPACs) or similar entities nearing their liquidation or business combination deadline. Shareholder votes on extensions or redemptions become critical, and activist investors often emerge to influence these outcomes, especially when they perceive management actions as not being in the best interest of all shareholders or as deviating from standard practices. The 'Energy Transition' focus of the company suggests it's a SPAC looking for a target in that sector, and the current situation might indicate difficulties in finding a suitable target or disagreements on the path forward.

Comparison to Industry Standards

• The Reporting Persons' belief that the Issuer's intent to process redemptions irrespective of the vote outcome is "outside of normal market practice" suggests a deviation from typical corporate governance standards for shareholder meetings and redemption processes, particularly in the context of SPACs.
• Their opinion that proceeding with the meeting prior to a formal winding up process is "unnecessary" implies a critique of the efficiency or strategic rationale behind the Issuer's current actions compared to standard SPAC liquidation procedures.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased volatility due to activist involvement and disagreement with management. Uncertainty regarding the outcome of the general meeting and redemption process.
• Management/Board: Faces direct opposition from a significant shareholder, potentially impacting decision-making and strategic execution.
• Creditors: If shares are pledged as collateral, margin calls could impact the financial stability of the Reporting Persons, though this is more indirect for the Issuer's creditors.

Next Steps

• The extraordinary general meeting is scheduled for November 14, 2025, where proposals will be voted on.
• Potential for further engagement or actions by the Reporting Persons given their stated opposition.
• The Issuer's response to the shareholder dissent and its plans for redemptions and winding up will be closely watched.

Key Dates

Recommendation

The filing reveals a significant activist investor, Funicular Funds, holding 23% of Nabors Energy Transition Corp. II, is openly opposing management's proposals at an upcoming extraordinary general meeting. The investor criticizes the Issuer's intent to process redemptions irrespective of the vote outcome as "outside of normal market practice" and deems the meeting "unnecessary" prior to a formal winding up. This strong dissent from a major shareholder, coupled with concerns about corporate governance and redemption procedures, signals considerable uncertainty and potential conflict, making the stock a high-risk investment. The mention of shares being held in margin accounts also adds a layer of risk for the reporting person, which could indirectly affect market sentiment.

Keywords

Nabors Energy Transition Corp. II, Funicular Funds, Cable Car Capital, Jacob Ma-Weaver, Schedule 13D, activist investor, shareholder vote, redemption, corporate governance, Class A Ordinary Shares, energy transition