Nabors Energy Transition II ($NETC) Break-Up Fee Diversion Case

Investors can submit applications for the lead plaintiff role.

S.D. New York

Court

26-1289

Case number

12/03/2025

Class period Start

12/03/2025

Class period End

04/17/2026

Lead Plaintiff motion deadline

$NETC investors filed a claim against Nabors Energy Transition II for allegedly diverting a $29.23 million termination payment away from public shareholders after a failed merger deal.
After the company proposed sharing the break-up fee with founder shares and using Trust Account interest to reimburse insider expenses, investors reacted negatively, and the company later redeemed public shares on December 3, 2025
$NETC investors can join this case to be notified about potential recovery.
Case Details:

Between July 18, 2023 and November 17, 2025, Nabors Energy Transition II told investors its SPAC structure aligned insiders with public shareholders because insiders would lose their investment if no business combination closed. Executives emphasized that the sponsor and insiders had “no right, title, interest, or claim” to trust assets or other company assets in a liquidation.

However, during this period, investors allege insiders positioned themselves to keep value tied to a termination payment after the proposed merger with e2Companies fell apart. Nabors Energy Transition II allegedly failed to disclose: (1) that it would seek to distribute the $29.23 million break-up fee “pro rata” to founder shares as well as public shares; (2) that it would try to divert future Trust Account interest into an operating account to repay fees, expenses, and sponsor loans; and (3) that it would redeem public shares while stating the redemption would extinguish any right to later liquidation distributions tied to the break-up fee.

Then, on October 27, 2025, the company filed a proxy seeking approval to extend the SPAC’s life indefinitely, delay liquidation, and adopt terms that would share the break-up fee with founder shares and allow withdrawals and future Trust interest for insider reimbursements. After an amended proposal on November 3, 2025 and a shareholder vote against the plan on November 14, 2025, the company announced on November 17, 2025 that it would redeem all Class A shares for Trust Account amounts only (excluding the break-up fee) and that redemption would extinguish further liquidation rights. On December 3, 2025, public shares were redeemed for $11.35445 per share.

Based on these events, $NETC investors filed a claim against Nabors Energy Transition II, alleging the company:

It kept the $29.23 million termination payment from public shareholders.
It tried to rewrite the SPAC’s liquidation economics so founder-shareholders could share in the payment and use trust interest for insider reimbursements.
It redeemed public shares and claimed that redemption erased investors’ rights to receive any later distributions tied to the termination payment.
Investors argue Nabors Energy Transition II misled the market about who would receive liquidation-related assets, causing losses when the truth emerged.

Case Type

US Securities Class Action

Case Status

Lead Plaintiff Submission

Alleged Offence

Mismanagement,

Fraud,

Failure to Disclose,

Breach of Fiduciary duty,

Omissions

Suspected Party

Directors,

Management,

Other

Security Type

Stocks

Trade Direction

Long

Shock Event Date

10/27/2025

Filing date

02/16/2026

Lead Plaintiff Deadline

04/17/2026

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