United States securities and exchange commission logo
June 17, 2023
Anthony Petrello
Chief Executive Officer
Nabors Energy Transition Corp. II
515 West Greens Road, Suite 1200
Houston, TX 77067
Re: Nabors Energy
Transition Corp. II
Draft Registration
Statement on Form S-1
Submitted May 19,
2023
CIK No.: 0001975218
Dear Anthony Petrello:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1. We refer to your
discussion on page 62 that you may be a "controlled company" within
the meaning of NASDAQ's
rules. Please add a discussion here to disclose this information
and its significance
for investors.
Summary
Nabors Industries Ltd. and Our Sponsor, page 3
2. Please revise the first
paragraph to disclose the ownership of Greens Road Energy II LLC.
Please also revise the
first full paragraph on page 5 to provide investors with additional
context about the
proposed transaction between NETC I and Vast Solar, such as the
Anthony Petrello
Nabors Energy Transition Corp. II
June 17, 2023
Page 2
expected percentage ownership of NETC I following the business
combination.
3. Please revise to add a separate subsection highlighting potential
conflicts, such as the
various potential conflicts of interest that may arise, including that
founder shares and
warrants will be worthless if you do not complete a business
combination, as well as the
different terms of their securities, such as the fact that your
initial shareholders will
receive additional ordinary shares if you issue shares to consummate
an initial business
combination, as you further discuss on page 52.
Corporate Information, page 12
4. Please revise the graphic on page 13 to show percentage ownership,
either within the
graphic or through the use of footnote disclosures.
Manner of conducting redemptions, page 29
5. We note your statement that your public shareholders will have the
opportunity to redeem
their shares upon the completion of your business combination. Please
revise to clarify
whether they will have this opportunity regardless of whether they
abstain, vote for, or
against, the proposed transaction, or whether they must vote against
it.
The voting structure of our ordinary shares. . ., page 66
6. Please revise to expand this risk factor, including in the header, or
add a separate risk
factor, to discuss the anti-takeover effects that the high vote shares
may have.
We may, without prior notice or shareholder approval, change our jurisdiction
of incorporation. .
.., page 73
7. We refer to your statement that you may change your jurisdiction of
incorporation without
prior notice or shareholder approval. Please revise to disclose the
situations where any
such change in jurisdiction would be registered under the Securities
Act of 1933. In this
regard, we note that Rule 145(a) provides an exception only for
transactions where the
sole purpose is to change an issuer's domicile solely within the
United States.
Management, page 135
FirstName LastNameAnthony Petrello
8. Please ensure that you provide all of the disclosure required by Item
401 of Regulation S-
Comapany NameNabors
K. For Energyensure
example, please Transition Corp.
that the II
disclosure regarding Mr.
Sierra's experience
covers
June 17, 2023 the entire
Page 2 prior five years.
FirstName LastName
Anthony Petrello
FirstName LastNameAnthony Petrello
Nabors Energy Transition Corp. II
Comapany
June NameNabors Energy Transition Corp. II
17, 2023
June 17,
Page 3 2023 Page 3
FirstName LastName
You may contact Frank Knapp at 202-551-3805 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any
other
questions.
Sincerely,
Division of Corporation
Finance
Office of Real Estate &
Construction
cc: Scott D. Rubinsky, Esq.