Nabors Energy Transition Corp II-A 2024年度报告

Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrantwas required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404 (b) of the Sarbanes - Oxley Act (15 U.S.C. 7262 (b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive - basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to - 240.10D - 1 (b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value ofvoting and non-voting ordinary shares held by non-affiliates of the registrant was approximately $321.2million, determined using the pershare closing price on The Nasdaq Stock Market LLC on that date of $10.53. Ordinary shares held by each director and executive officer (andtheir respective affiliates) and each person who owns 10 percent or more of the outstanding ordinary shares or who is otherwise believed bythe registrant to be in a control position have been excluded. This determination of affiliate status is not necessarily a conclusive determinationfor other purposes. As of March 28, 2025, there were30,500,000ClassA ordinary shares, par value $0.0001 per share,0ClassB ordinary shares, par value$0.0001 per share, and7,625,000ClassF ordinary shares, par value $0.0001 per share, were issued and outstanding. EXPLANATORY NOTE Nabors Energy Transition Corp. II (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Reporton Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) solely to include WithumSmith+Brown,PC’s conformed signature in WithiumSmith+Brown, PC’s “Report of Independent Registered Public Accounting Firm” (the“Audit Report”). The signed Audit Report was provided to the Company prior to the filing of the 2024 Form 10-K, but theconformed signature in the Audit Report was inadvertently omitted from the 2024 Form 10-K. No other changes have beenmade to the 2024 Form 10-K. This Amendment does not reflect events occurring after the filing of the 2024 Form 10-K, does not update disclosurescontained in the 2024 Form 10-K and does not modify or amend the 2024 Form 10-K except as specifically described above.Pursuant to Rule 12b-15 of the Securities ExchangeAct of 1934, as amended, this Amendment contains the complete text ofItem 8. Financial Statements and Supplementary Data and the certifications of the Company’sPrincipal Executive Officerand Principal Financial Officer required under Item 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as ofthe date of this Amendment, as well as updated inline XBRL exhibits. NABORS ENERGY TRANSITION CORP. II Index PARTI9Item1.Business9Item1A.Risk Factors29Item1B.Unresolved Staff Comments67Item 1C.Cybersecurity67Item2.Properties67Item3.Legal Procee