XPDB Details Unit Structure: Stock & Warrants at $11.50 Exercise Price

TL;DR

**XPDB clarified its unit structure, including warrants exercisable at $11.50.**

AI Summary

Power & Digital Infrastructure Acquisition II Corp. (XPDB) filed an 8-K on January 12, 2024, reporting a material definitive agreement from January 7, 2024, related to its units, which consist of one share of Class A Common Stock and one-half of one redeemable warrant. Each whole warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50. This matters to investors because it clarifies the structure and exercise terms of the company's securities, which can impact valuation and potential dilution.

Why It Matters

This filing provides clarity on the components of XPDB's units, specifically the exercise price of $11.50 for warrants, which is crucial for investors to understand potential future share dilution and the value of their holdings.

Risk Assessment

Risk Level: low — This filing is informational, clarifying existing security terms rather than announcing a new, uncertain event.

Analyst Insight

An investor should review their holdings of XPDB units or warrants to understand the implications of the $11.50 exercise price on potential future value and dilution, especially if considering exercising warrants.

Key Numbers

• $11.50 — Warrant Exercise Price (The price at which each whole warrant can be exercised for one share of Class A Common Stock.)

Key Players & Entities

• Power & Digital Infrastructure Acquisition II Corp. (company) — the registrant filing the 8-K
• $11.50 (dollar_amount) — the exercise price for each whole warrant
• January 7, 2024 (date) — date of the earliest event reported
• January 12, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• The clarity on warrant exercise terms will lead to more informed trading decisions for XPDB warrants. (XPDB warrants) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — t LLC Class A common stock, par value $0.0001 per share XPDB The Nasdaq Stock Mar
• $11.50 — A Common Stock at an exercise price of $11.50 XPDBW The Nasdaq Stock Market LLC

Filing Documents

• ea191407-8k425_power2.htm (8-K) — 35KB
• 0001213900-24-003049.txt ( ) — 259KB
• xpdb-20240107_def.xml (EX-101.DEF) — 27KB
• xpdb-20240107_lab.xml (EX-101.LAB) — 37KB
• xpdb-20240107_pre.xml (EX-101.PRE) — 25KB
• xpdb-20240107.xsd (EX-101.SCH) — 4KB
• ea191407-8k425_power2_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 7, 2024, Power & Digital Infrastructure Acquisition II Corp. (the "Company") entered into a letter agreement (the "Letter Agreement") with Montana Technologies LLC, a Delaware limited liability company ("Montana Technologies") and Carrier Corporation, an affiliate of Carrier Global Corporation (NYSE: CARR), a global leader in intelligent climate and energy solutions (collectively with its affiliates, "Carrier"), pursuant to which Carrier, Montana Technologies and the Company agreed, among other things, to provide Carrier the right to nominate one (1) designee, subject to the approval of the Company, for election to the board of directors for so long as Carrier satisfies certain investment conditions, following the business combination between the Company and Montana Technologies. The foregoing summary of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events On January 7, 2024, Montana Technologies entered into a common unit subscription agreement (the "Subscription Agreement") with Carrier pursuant to which, subject to the conditions set forth therein, Carrier agreed to purchase from Montana Technologies, and Montana Technologies agreed to issue and sell to Carrier, a number of Montana Class B Common Units as will convert into 1,176,471 shares of Class A Common Stock (such shares, the "Conversion Shares") upon the closing of the previously announced business combination between Montana Technologies and the Company (the "Subscription"). The Subscription, if consummated, will take place prior to the closing of the business combination and the Conversion Shares, if and when issued upon the closing of the business combination, will be issued as part of the consideration relating thereto. On January 10, 2024, pursuant to Paragraph TWENTY FOURTH of the Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") of the Company, the Company's board of directors approved an extension of the Deadline Date (as defined in the Amended and Restated Certificate of Incorporation) from January 14, 2024 to February 14, 2024. 1 Exhibit Number Description 10.1 Letter Agreement (Incorporated by reference to Exhibit 10.18 to the Company's proxy statement/prospectus on Form S-4, filed with the SEC on January 10, 2024). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) 2

SIGNATURES

SIGNATURES 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. Date: January 11, 2024 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. By: /s/ Patrick C. Eilers Name: Patrick C. Eilers Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR