UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2024
Power & Digital Infrastructure Acquisition II Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41151 | 86-2962208 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
321 North Clark Street, Suite 2440
Chicago, IL 60654
312-262-5462
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant | XPDBU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | XPDB | The Nasdaq Stock Market LLC | ||
| Warrants included as part of the units, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | XPDBW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
An illustrative as adjusted unaudited pro forma condensed combined consolidated balance sheet of Power & Digital Infrastructure Acquisition II Corp. (the “Company’) as of September 30, 2023 (the “As Adjusted Pro Forma Balance Sheet”) is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The illustrative As Adjusted Pro Forma Balance Sheet is adjusted to exclude certain non-cash charges to equity associated with the earnout contemplated in the Company’s business combination agreement with Montana Technologies LLC (“Montana”) and certain equity awards, proceeds from subsequent capital raises by the Company and Montana and the results of stockholders exercising redemption rights associated with the Company’s special meeting to approve the business combination held on March 8, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 99.1 | As Adjusted unaudited pro forma condensed combined consolidated balance sheet of the Company as of September 30, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 13, 2024
| POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. | ||
| By: | /s/ Patrick C. Eilers | |
| Name: | Patrick C. Eilers | |
| Title: | Chief Executive Officer | |
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