UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Nabors Energy Transition Corp. II
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1729137 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
515 W. Greens Road, Suite 1200 Houston, Texas | 77067 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Units, each consisting of one Class A Ordinary Share and one-half of one Warrant | The Nasdaq Stock Market LLC | |
| Class A Ordinary Shares, par value $0.0001 per share | The Nasdaq Stock Market LLC | |
| Warrants, exercisable for one Class A Ordinary Share | The Nasdaq Stock Market LLC |
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x |
| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨ |
| If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨ |
Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-272810
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant’s Securities to be Registered
The securities to be registered hereby are the units, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares of Nabors Energy Transition Corp. II (the “Registrant”). The description of the units, Class A ordinary shares and warrants to purchase Class A ordinary shares contained under the heading “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-272810), originally filed with the Securities and Exchange Commission on June 21, 2023, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. In addition, any description of such securities contained in a form of prospectus or prospectus supplement relating to the Registration Statement subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
Item 2. Exhibits
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 13, 2023 | ||
| NABORS ENERGY TRANSITION CORP. II | ||
| By: | /s/ Anthony G. Petrello | |
| Name: | Anthony G. Petrello | |
| Title: | President, Chief Executive Officer and Secretary | |
