SCHEDULE 13G: Investment Firms Disclose Stake in Nabors Energy Transition II

A group of investment firms, including Westchester Capital Management, LLC, disclosed beneficial ownership of 9.37% of Nabors Energy Transition Corp. II's Class A ordinary shares.

Summary

• Westchester Capital Management, LLC, Westchester Capital Partners, LLC, Virtus Investment Advisers, LLC, and The Merger Fund jointly filed a Schedule 13G.
• The filing reports beneficial ownership of Class A ordinary shares of Nabors Energy Transition Corp. II.
• Westchester Capital Management, LLC beneficially owns 1,286,470 shares, representing 9.37% of the class.
• Virtus Investment Advisers, LLC beneficially owns 1,199,313 shares, representing 8.74% of the class.
• The Merger Fund beneficially owns 1,132,466 shares, representing 8.25% of the class.
• Westchester Capital Partners, LLC beneficially owns 6,548 shares, representing 0.05% of the class.
• The ownership percentages are based on 13,724,863 shares outstanding as of August 14, 2025.
• The reporting persons state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
• The reporting persons may be deemed to constitute a "group" for purposes of Section 13(g)(3) of the Act, but the filing does not admit to this.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of significant beneficial ownership by institutional investors, indicating their confidence in the issuer as part of their ordinary course of business. There are no explicit negative or positive performance metrics, but institutional investment is generally viewed favorably.

Positives

• Significant institutional investment indicates confidence in Nabors Energy Transition Corp. II.
• The investment is stated to be in the ordinary course of business, not for control purposes, suggesting a passive investment strategy.

Risks

• The reporting persons may be deemed to constitute a "group" for purposes of Section 13(g)(3) of the Act, which could entail additional regulatory scrutiny or obligations, though they do not admit to this.

Future Outlook

NA

Management Comments

• The filing of this statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.
• To the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This Schedule 13G filing reflects a significant passive investment by multiple institutional entities in Nabors Energy Transition Corp. II, a company likely operating within the energy transition sector. Such filings are common for investment advisers and funds accumulating positions in public companies, indicating their belief in the long-term value or strategic potential of the issuer without seeking to exert control.

Corporate Governance

Related Party Transactions

• Westchester Capital Management, LLC serves as sub-advisor to The Merger Fund and other funds advised by Virtus Investment Advisers, LLC.
• Westchester Capital Partners, LLC serves as investment adviser to Westchester Capital Master Trust, which directly holds shares.
• Mr. Roy Behren and Mr. Michael T. Shannon serve as Co-Presidents of both Westchester Capital Management, LLC and Westchester Capital Partners, LLC.
• Westchester Capital Management, LLC and Westchester Capital Partners, LLC often make acquisitions and dispositions of securities on the same terms and conditions and at the same time.

Stakeholder Impact

• Shareholders: Increased institutional ownership can be seen as a vote of confidence, potentially stabilizing or increasing share price.
• Management: Awareness of significant institutional holders may influence strategic decisions, though the filers state they are not seeking to influence control.

Key Dates

Recommendation

This Schedule 13G filing primarily discloses beneficial ownership by a group of institutional investors. While the significant stake (9.37% by Westchester Capital Management, LLC) indicates institutional confidence, the filing explicitly states the investment is for ordinary business purposes and not to influence control. Without additional financial or operational data from the issuer, this filing alone does not provide sufficient grounds for a 'buy' or 'sell' recommendation. It confirms institutional interest, suggesting a 'hold' position for existing investors and a neutral stance for potential new investors until further fundamental analysis can be conducted.

Keywords

Nabors Energy Transition Corp. II, Schedule 13G, beneficial ownership, Westchester Capital Management, Virtus Investment Advisers, The Merger Fund, institutional investment, Class A ordinary shares, SEC filing, investment adviser, corporate governance