NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements except for as follows.

On October 14, 2025 (the “Settlement Date”), the Company, e2, the Sponsor and Merger Sub entered into the Settlement Agreement and Release (the “Settlement Agreement”) pursuant to which (i) e2 issued a secured promissory note (the “Secured Promissory Note”) to the Company in an aggregate principal amount of $29.23 million, of which (x) $14.615 million matures on March 31, 2026 ($3.5 million of which is required to be prepaid on or before December 31, 2025) (the “First Note”), and (y) $14.615 million matures on October 14, 2028 (the “Second Note” and together with the First Note, the “Notes”), provided that, certain security interests granted by e2 and its subsidiaries will not vest until the repayment in full of all obligations owed to a priority creditor, (ii) the parties agreed to dismiss with prejudice the previously disclosed action styled Nabors Energy Transition Corp. II, et al. v. e2Companies LLC, 2025-0810-BWD and release the parties from various known and unknown claims, subject to certain carve-outs, effective upon the Settlement Date, and (iii) the Business Combination Agreement and all ancillary agreements entered into in connection therewith were deemed terminated by mutual agreement upon the Settlement Date. The terms of the Settlement Agreement and the Notes are described in further detail in the Current Report on Form 8-K filed by the Company with the SEC on October 15, 2025.

On October 20, 2025, the Company issued a $2,000,000 unsecured promissory note to Nabors Lux 2 S.a.r.l., an affiliate of the Sponsor, to provide additional working capital. The note is non-interest bearing, payable upon the earlier of the consummation of the Company’s initial business combination or liquidation, and may be converted at the Sponsor’s discretion into warrants at a price of $1.00 per warrant.

On October 27, 2025, the Company filed a definitive proxy statement (the “Definitive Proxy”) for an extraordinary general meeting of shareholders (the “Shareholder Meeting”), and on November 3, 2025, the Company filed an amendment and supplement to the Definitive Proxy, for the purpose of approving (i) an amendment to its Amended Articles to (A) delete Article 49 (Business Combination), other than Article 49.7, in its entirety and (B) extend the date by which the Company has to consummate an initial Business Combination indefinitely (the “Indefinite Extension”) and (ii) an amendment and restatement of the amended and restated investment management trust agreement (the “IMTA Amendment”)to permit the Company (A) to deposit future interest earned on the Trust Account into the Company’s operating account from and after the date of the proposed IMTA Amendment and (ii) to reflect the Indefinite Extension.