UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
| Nabors Energy Transition Corp. II |
| (Name of Issuer) |
| |
| Class A ordinary shares, par value $0.0001 per share |
| (Titles of Class of Securities) |
| |
| G6363K 106 |
| (CUSIP Number) |
| |
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 2 of 11 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nabors Energy Transition Sponsor II LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 7,525,000 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 7,525,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,525,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.8% | |
| 12 | TYPE OF REPORTING PERSON OO | |
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 3 of 11 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nabors Lux 2 SARL | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 7,525,000 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 7,525,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,525,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | x (1) |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.8% | |
| 12 | TYPE OF REPORTING PERSON OO | |
(1) Excludes Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants held by Nabors Lux 2 SARL that are not presently exercisable.
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 4 of 11 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Greens Road Energy II LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 7,525,000 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 7,525,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,525,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.8% | |
| 12 | TYPE OF REPORTING PERSON OO | |
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 5 of 11 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony G. Petrello | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 7,525,000 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 7,525,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,525,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | x (1) |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)19.8% | |
| 12 | TYPE OF REPORTING PERSON IN | |
(1) Excludes Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants held indirectly by Anthony G. Petrello that are not presently exercisable.
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 6 of 11 |
| Item 1(a). | Name of Issuer: |
| | |
| | Nabors Energy Transition Corp. II |
| | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| | |
| | 515 West Greens Road, Suite 1200 Houston, Texas 77067 |
| | |
| Item 2(a). | Name of Person Filing: |
| | |
| | This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): |
| | |
| | 1. Nabors Energy Transition Sponsor II LLC |
| | 2. Nabors Lux 2 SARL |
| | 3. Greens Road Energy II LLC |
| | 4. Anthony G. Petrello |
| | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| | |
| | The principal business address of each of the Reporting Persons is as follows: |
| | |
| | 515 West Greens Road, Suite 1200 Houston, Texas 77067 |
| | |
| Item 2(c). | Citizenship: |
| | |
| | See responses to Item 4 on each cover page. |
| | |
| Item 2(d). | Titles of Classes of Securities: |
| | |
| | Class A ordinary shares, par value $0.0001 per share. |
| | |
| Item 2(e). | CUSIP Number: |
| | |
| | G6363K 106 |
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 7 of 11 |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| | (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| | | | |
| | (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| | | | |
| | (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| | | | |
| | (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | | | |
| | (e) | ¨ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| | | | |
| | (f) | ¨ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| | | | |
| | (g) | ¨ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| | | | |
| | (h) | ¨ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| | | | |
| | (i) | ¨ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| | | | |
| | (j) | ¨ | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
| | | | |
| | (k) | ¨ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
| | | | |
| | If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 8 of 11 |
| Item 4. | Ownership |
| | |
| | Nabors Energy Transition Sponsor II LLC (“Nabors Sponsor”) is the record owner of 7,525,000 Class F ordinary shares, par value $0.0001 per share (“Class F Ordinary Shares”), of the Issuer, which are automatically convertible into the Issuer’s Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares”), at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and do have not expiration date. The Class F Ordinary Shares may be deemed to be indirectly owned by Nabors Lux 2 SARL and Greens Road Energy II LLC who are the members of Nabors Sponsor, and Anthony G. Petrello, who controls Remington SPAC II, LLC, which is the manager of Greens Road Energy II LLC. Nabors Lux 2 SARL. is a wholly owned subsidiary of Nabors Industries Ltd. and affiliate of Nabors Sponsor. Mr. Petrello is the Chairman, President and Chief Executive Officer of Nabors Industries Ltd. As a result of these relationships, each of Nabors Lux 2 SARL, Greens Road Energy II LLC and Anthony G. Petrello may be deemed to have or share beneficial ownership of the securities held directly by Nabors Sponsor. Each of Nabors Sponsor, Nabors Lux 2 SARL, Greens Road Energy II LLC and Anthony G. Petrello disclaim beneficial ownership of such securities except to the extent of their direct ownership. Prior to and following the Issuer’s initial business combination, the Class B Ordinary Shares will be convertible, at the option of the holder, into the Issuer’s Class A Ordinary Shares. Percentage ownership is based on 30,500,000 Class A Ordinary Shares outstanding as of November 13, 2023, as reported in the Issuer’s Form 10-Q filed on November 13, 2023, and assuming the conversion of all 7,525,000 Class F Ordinary Shares beneficially owned by the Reporting Persons. |
| | (a) | Amount beneficially owned: |
| | | |
| | | See responses to Item 9 on each cover page. |
| | | |
| | (b) | Percent of class: |
| | | |
| | | See responses to Item 11 on each cover page. |
| | | |
| | (c) | Number of shares as to which such person has: |
| | | |
| | (i) | Sole power to vote or to direct the vote: |
| | | |
| | | See responses to Item 5 on each cover page. |
| | | |
| | (ii) | Shared power to vote or to direct the vote: |
| | | |
| | | See responses to Item 6 on each cover page. |
| | | |
| | (iii) | Sole power to dispose or to direct the disposition of: |
| | | |
| | | See responses to Item 7 on each cover page. |
| | | |
| | (iv) | Shared power to dispose or to direct the disposition of: |
| | | |
| | | See responses to Item 8 on each cover page. |
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 9 of 11 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| | |
| | If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. |
| | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| | |
| | Not Applicable. |
| | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| | |
| | Not Applicable. |
| | |
| Item 8. | Identification and Classification of Members of the Group. |
| | |
| | Not Applicable. |
| | |
| Item 9. | Notice of Dissolution of Group. |
| | |
| | Not Applicable. |
| | |
| Item 10. | Certification. |
| | |
| | Not Applicable. |
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 10 of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2024
| | Nabors Energy Transition Sponsor II LLC | |
| | | |
| | By: | /s/ Anthony G. Petrello | |
| | Name: | Anthony G. Petrello | |
| | Title: | President, Chief Executive Officer and Secretary | |
| | | | |
| | Nabors Lux 2 SARL | |
| | | |
| | By: | /s/ Henricus Reindert Petrus Pollmann | |
| | Name: | Henricus Reindert Petrus Pollmann | |
| | Title: | Type A Manager | |
| | | | |
| | Greens Road Energy II LLC By Remington SPAC II, LLC, its manager | |
| | | |
| | By: | /s/ Anthony G. Petrello | |
| | Name: | Anthony G. Petrello | |
| | Title: | Managing Member | |
| | | | |
| | | /s/ Anthony G. Petrello | |
| | | Anthony G. Petrello | |
CUSIP No. G6363K 106 | SCHEDULE 13G | Page 11 of 11 |
Exhibit Index
