SCHEDULE: Activist Seeks Nabors Energy Transition II Liquidation

An activist investor group, Funicular Funds, LP, has filed a petition to liquidate Nabors Energy Transition Corp. II, citing a loss of trust in management and substratum failure.

Summary

• Funicular Funds, LP, Cable Car Capital, LP, and Jacob Ma-Weaver (Reporting Persons) beneficially own 2,710,692 Class A Ordinary Shares of Nabors Energy Transition Corp. II.
• This ownership represents approximately 56.4% of the Issuer's purportedly outstanding Class A Shares.
• The shares were acquired for an aggregate purchase price of $30,718,271.25, funded from available working capital, potentially including borrowings under portfolio margin agreements.
• On November 17, 2025, Funicular Funds, LP filed a petition with the Grand Court of the Cayman Islands Financial Services Division.
• The petition seeks the appointment of court-supervised liquidators and the commencement of a just and equitable winding up process for Nabors Energy Transition Corp. II.
• The grounds for the petition are that the substratum of the Issuer has failed and the Reporting Persons have justifiably lost trust and confidence in the management of the Issuer.

Sentiment

Score: 1

Explanation: The filing indicates an extremely negative situation for the company, with a majority shareholder actively seeking its liquidation due to fundamental failures and a complete loss of trust in management. This represents a severe threat to the company's continued existence.

Negatives

• A significant shareholder group, Funicular Funds, LP, holding a majority stake (56.4%), has initiated legal proceedings to liquidate Nabors Energy Transition Corp. II.
• The petition is based on severe allegations, including the failure of the Issuer's substratum and a complete loss of trust and confidence in management.
• This action indicates profound dissatisfaction from a controlling shareholder, potentially leading to the dissolution of the company and cessation of its current operations.

Risks

• Risk of court-ordered liquidation of Nabors Energy Transition Corp. II, which would fundamentally alter or end the company's existence.
• Potential for significant operational disruption and uncertainty regarding the company's strategic direction and asset disposition.
• Erosion of investor confidence due to the public legal dispute and the severe allegations against management.
• Exposure to legal costs and expenses associated with defending or pursuing the winding-up petition.
• Uncertainty regarding the recovery value for shareholders and other stakeholders in a liquidation scenario.

Future Outlook

The future outlook for Nabors Energy Transition Corp. II is highly uncertain and precarious, with a majority shareholder group actively pursuing a court-supervised liquidation and winding-up process. This indicates a potential end to the company's current operations and structure, rather than continued business development.

Management Comments

• "The substratum of the Issuer has failed."
• "The Reporting Persons have justifiably lost trust and confidence in the management of the Issuer."

Industry Context

This filing highlights the inherent risks and potential for shareholder activism within the Special Purpose Acquisition Company (SPAC) sector, particularly when a SPAC struggles to execute its initial business combination or faces significant operational and governance challenges. The 'energy transition' focus of the company places it in a sector with evolving market dynamics and high scrutiny, where investor confidence and strategic execution are paramount.

Comparison to Industry Standards

• The action of a majority shareholder seeking court-supervised liquidation is an extreme measure, typically reserved for situations where a company's core purpose or viability is severely compromised, which deviates significantly from standard corporate operations and governance practices.
• Such a move suggests a breakdown in fundamental corporate governance and strategic alignment that is far outside the norm for publicly traded entities, even within the often volatile SPAC market.

Corporate Governance

Legal Proceedings

• Funicular Funds, LP filed a petition with the Grand Court of the Cayman Islands Financial Services Division, In the Matter of Section 94 of the Companies Act (2025 Revision) and In the Matter of Nabors Energy Transition Corp. II.
• The petition seeks the appointment of court-supervised liquidators and the commencement of a just and equitable winding up process on the grounds of substratum failure and loss of trust in management.

Stakeholder Impact

• **Shareholders**: Significant uncertainty and potential for substantial losses or gains depending on the outcome of the liquidation process. The reporting persons (majority shareholders) are driving this action, indicating their belief that liquidation is the best path.
• **Management**: Direct challenge to their leadership and potential removal if liquidators are appointed, leading to job insecurity and reputational damage.
• **Employees**: High risk of job losses and disruption if the company is liquidated, impacting livelihoods.
• **Creditors**: Potential impact on the repayment of debts, which would depend on the asset values realized during the liquidation process and the priority of claims.
• **Customers/Suppliers**: Potential disruption to existing contracts and relationships if the company ceases operations or undergoes significant restructuring.

Next Steps

• The Grand Court of the Cayman Islands Financial Services Division will consider the petition for the appointment of court-supervised liquidators.
• Potential commencement of a just and equitable winding up process for Nabors Energy Transition Corp. II, subject to court approval.

Key Dates

Recommendation

The filing reveals that a majority shareholder is actively pursuing the court-supervised liquidation of Nabors Energy Transition Corp. II, citing fundamental failure and a complete loss of trust in management. This is an extremely negative development that signals the potential dissolution of the company, making the shares highly speculative and likely to face significant downward pressure. Investors should consider exiting their positions immediately due to the severe and existential threat to the company's future.

Keywords

Nabors Energy Transition Corp. II, Funicular Funds, Cable Car Capital, Jacob Ma-Weaver, Schedule 13D, activist investor, liquidation, winding up, corporate governance, shareholder activism, SPAC, energy transition