e2Companies to Go Public via Merger with Nabors Energy Transition Corp. II

e2Companies to Go Public Through Merger with Nabors Energy Transition Corp. II

e2Companies LLC, a leading provider of innovative integrated solutions for on-site power generation, energy distribution, and cost optimization, has entered into a definitive agreement with Nabors Energy Transition Corp. II. This business combination (the “Transaction”) will enable e2 to become a publicly traded entity on Nasdaq under the ticker symbol “VUTL.” The move is expected to accelerate the company’s ability to meet the rising energy demands of multiple industries while further expanding its market presence.

Background on Nabors Energy Transition Corp. II

NETD is a special purpose acquisition company (SPAC) primarily sponsored by Nabors Industries Ltd. (NYSE: NBR), a global leader in drilling, advanced energy technologies, and oilfield services. Nabors has played a crucial role in pioneering modern energy solutions and integrating cutting-edge technologies into the energy sector. e2 recently announced a strategic collaboration with Nabors to develop comprehensive integrated power solutions for the oilfield and broader energy markets, marking a significant milestone in their partnership.

e2Companies: Pioneering the Virtual Utility®

e2Companies is revolutionizing energy management through its proprietary Virtual Utility®, an advanced AI-powered platform designed to provide integrated hardware and software solutions for on-site power generation, energy storage, and distribution. The platform is engineered to optimize energy costs while ensuring uninterrupted power supply for critical industries, including manufacturing, data centers, oil & gas, and healthcare.

The Virtual Utility® concept stands apart by offering an intelligent and resilient alternative to traditional diesel engines and power grids. It integrates real-time monitoring, predictive analytics, and grid optimization capabilities, making it a future-proof solution adaptable to evolving energy needs. At the core of this platform lies the R3Di® System, a patented, self-contained hardware solution that can operate independently of grid connections and accommodate diverse energy sources.

The R3Di® System: A Game-Changer in Energy Resilience

The R3Di® System serves as the foundation of e2Companies’ Virtual Utility®. Designed as a turnkey, on-site power generation unit, the R3Di® system boasts several key advantages:

  • Energy Source Agnosticism: Unlike traditional systems that rely heavily on diesel or specific energy sources, R3Di® can integrate with a broad range of renewable and conventional power generation technologies.
  • Carbon Emissions Reduction: Over its lifetime, a single R3Di® unit has been verified to reduce CO2 emissions by approximately 13,000 tons when compared to conventional backup power systems.
  • Enhanced Load Absorption: The system efficiently handles volatile power demand, making it ideal for sectors such as oil & gas, AI-driven data centers, and other high-energy industries.
  • AI-Enabled Monitoring: Grove365®, the accompanying AI-driven software, provides comprehensive real-time grid response monitoring, ensuring enhanced operational efficiency and reliability.

Addressing the Challenges of Global Electrification and AI Data Centers

The increasing electrification of industries and the rapid expansion of AI-driven data centers are placing unprecedented strain on power grids worldwide. Many traditional grids are aging and struggling to accommodate the surging demand, leading to long interconnection wait times and higher costs. According to industry reports, grid upgrades can take five or more years to complete, if they are completed at all.

e2Companies’ Virtual Utility® directly addresses these issues by offering decentralized, localized microgrid solutions that provide reliable, scalable, and cost-effective power generation. These systems can serve as immediate alternatives for industries that require resilient energy sources to sustain operations and meet sustainability goals.

Furthermore, e2Companies is uniquely positioned to capitalize on the AI data center boom. As AI-driven technologies become increasingly integral to business operations, the demand for high-performance data centers is skyrocketing. However, AI chips require dynamic power stability, which conventional grids often fail to provide. Virtual Utility® offers an effective solution by stabilizing and optimizing energy supply to meet the hyper-dynamic processing requirements of AI data centers.

Deployment and Market Presence

To date, e2Companies’ products and solutions have been deployed or are contracted to be deployed at more than 165 locations worldwide. Prominent customers include Nabors, Liberty Mutual, FedEx, ESPN, GEICO, Cleveland Clinic, Case Western Reserve University, Erie County Public Works, Frontier Communications, and GlaxoSmithKline.

The Grove365® monitoring platform oversees 490 energy assets across these locations, collectively accumulating over 90 million grid monitoring hours. The company has experienced a remarkable compound annual growth rate (CAGR) of 110% since 2021, with unaudited full-year revenues for 2024 reaching $28.7 million. The upcoming business combination will enable e2Companies to further capitalize on a robust customer pipeline exceeding $1 billion in qualified opportunities.

e2Companies’ Flexible Business Model

e2Companies offers a diverse range of business models tailored to meet the unique energy needs of its customers:

  1. OEM Sales Model: Customers purchase R3Di® system hardware to manage their power provision, whether through grid interconnection or distributed generation assets. Under this model, e2 provides long-term monitoring, maintenance, and compliance services, with contracts typically lasting 15 years.
  2. Energy Service Agreement (ESA) Model: In this full-service approach, e2 handles the installation, operation, and maintenance of R3Di® systems at customer sites. The company retains ownership of the equipment, offering comprehensive energy solutions managed through the Grove365® platform. ESA contracts also span 15 years.
  3. Fee-Based Monitoring Services: The Grove365® AI-driven platform provides grid monitoring and compliance services, reinforcing its predictive analytics capabilities to further optimize energy management solutions.

Strategic Partnership with Nabors Industries

In December 2024, e2Companies and Nabors announced a strategic collaboration aimed at enhancing integrated power solutions in the oilfield and energy markets. This partnership seeks to leverage Nabors’ industry expertise and global reach to introduce R3Di® power units to a broader network of oilfield customers and strategic partners.

The oil and gas sector accounts for 15% of global energy-related emissions, with the electrification market projected to grow at a 31% CAGR, reaching $23 billion by 2030. Transitioning from diesel-powered operations to reliable microgrid solutions has become a top priority for companies seeking to reduce costs and environmental impact. Additionally, the global microgrid market is expected to reach $87.8 billion by 2029, growing at an 18.5% CAGR.

Executive Insights

James Richmond, Executive Chairman and CEO of e2Companies, commented:

“Electric power demand is reaching historic highs across multiple industries, driven by the rapid growth of AI data centers, industrial expansion, and oil & gas electrification. As businesses shift towards decarbonization, the need for resilient, adaptable power solutions has never been more critical. Our partnership with NETD and Nabors will accelerate the deployment of our innovative energy solutions, ensuring reliable and scalable power for industries facing mounting grid instability.”

Anthony Petrello, President and CEO of NETD and Nabors Industries, added:

“We see significant value in e2Companies’ technology and its ability to transform the energy landscape. The integration of R3Di® systems into oilfield operations presents a compelling opportunity for market expansion. Furthermore, with AI and industrial electrification driving unprecedented power demands, e2Companies is well-positioned to thrive. This transaction marks a pivotal step in delivering advanced energy solutions that align with Nabors’ mission of ‘Energy Without Compromise.’”

Transaction Details

The business combination is expected to generate approximately $400 million in gross proceeds, including $331 million in cash held in NETD’s trust account (prior to redemptions) and anticipated private placements. e2Companies is valued at a pre-money equity value of $500 million, resulting in a pro forma enterprise value of approximately $770 million and a pro forma equity value of around $1 billion.

The existing management team will continue to lead e2Companies post-transaction, with all shareholders rolling 100% of their equity holdings into the new public company. The boards of directors of both e2Companies and NETD have unanimously approved the transaction, which is expected to close in Q3 2025, subject to customary closing conditions.

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