Morris Kandinov LLP has filed a class action in federal court in the Southern District of New York alleging that the sponsor and managers of a SPAC, Nabors Energy Transition Corp. II, misappropriated a $29 million breakup fee that rightfully belongs to public stockholders. The SPAC raised $305 million in a July 2023 IPO and had two years to complete a business combination. After a planned merger with e2Companies LLC fell apart, e2 agreed to pay the SPAC a series of payments worth at least $29.23 million. The complaint alleges that the SPAC’s management structured the settlement and a subsequent distribution proposal to retain much or all of the breakup fee for themselves, despite governing documents providing that the sponsor and its principals would have “no right, title, interest or claim” to SPAC assets if no business combination was completed. After public stockholders voted down the proposed distribution plan, management caused the SPAC to redeem all outstanding public shares without distributing any portion of the breakup fee.
Morris Kandinov LLP represents plaintiff Camac Fund LP and the proposed class. Contact Aaron Morris for additional information.
The case is Camac Fund LP v. Nabors Energy Transition Sponsor II LLC et al., Case No. 1:26-cv-01289 (S.D.N.Y.).
