XPDB Files Rule 425 Communication, Signaling Deal Progress

TL;DR

**XPDB is making moves, likely communicating about a potential merger.**

AI Summary

Power & Digital Infrastructure Acquisition II Corp. (XPDB) filed an 8-K on February 2, 2024, reporting an event on January 25, 2024, related to written communications under Rule 425 of the Securities Act. This indicates the company is actively engaged in communications regarding a potential business combination or other significant transaction, which is crucial for investors as it signals progress towards a definitive deal for this SPAC. For shareholders, this means the company is moving forward, potentially leading to a de-SPAC transaction and a new operating company.

Why It Matters

This filing indicates Power & Digital Infrastructure Acquisition II Corp. is actively communicating about a potential business combination, which is the primary goal of a SPAC and could lead to a new operating company for investors.

Risk Assessment

Risk Level: medium — While progress is indicated, the specific details of the transaction are not disclosed, leaving uncertainty about the target and terms.

Analyst Insight

Investors should monitor for subsequent filings (e.g., DEFM14A, S-4) that will provide details on the target company and terms of the business combination, as this 8-K suggests active progress towards a deal.

Key Players & Entities

• Power & Digital Infrastructure Acquisition II Corp. (company) — the registrant filing the 8-K
• January 25, 2024 (date) — date of the earliest event reported
• February 2, 2024 (date) — date the 8-K was filed
• Rule 425 (other) — SEC rule for written communications under the Securities Act
• 321 North Clark Street, Suite 2440, Chicago, IL 60654 (other) — business address of the registrant
• 001-441151 (other) — Commission File Number

Forward-Looking Statements

• Power & Digital Infrastructure Acquisition II Corp. will announce a definitive business combination agreement. (Power & Digital Infrastructure Acquisition II Corp.) — medium confidence, target: 2024-06-30

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
• $10 million — t, Montana Technologies will contribute $10 million to the AirJoule JV at the Closing (the
• $90 million — ected to contribute up to an additional $90 million to the AirJoule JV following the Closin
• $5.0 m — tors for an aggregate purchase price of $5.0 million, an aggregate number of Montana C

Filing Documents

• ea192692-8k425_power2.htm (8-K) — 35KB
• 0001213900-24-009313.txt ( ) — 261KB
• xpdb-20240125.xsd (EX-101.SCH) — 4KB
• xpdb-20240125_def.xml (EX-101.DEF) — 27KB
• xpdb-20240125_lab.xml (EX-101.LAB) — 37KB
• xpdb-20240125_pre.xml (EX-101.PRE) — 25KB
• ea192692-8k425_power2_htm.xml (XML) — 7KB

01 Other Events

Item 8.01 Other Events Joint Venture Formation Framework Agreement On January 25, 2024, Montana Technologies LLC, a Delaware limited liability company ("Montana Technologies"), entered into a joint venture formation framework agreement (the "Framework Agreement") with GE Ventures LLC, a Delaware limited liability company ("GE Vernova"), and, solely for the purposes specified therein, GE Vernova LLC, a Delaware limited liability company ("GE Vernova Parent"), pursuant to which Montana Technologies and GE Vernova have agreed, subject to the terms and conditions of the Framework Agreement, including certain closing conditions specified therein, to form a joint venture (the "AirJoule JV") in which each of Montana Technologies and GE Vernova will hold a 50% interest. The purpose of the AirJoule JV is to incorporate GE Vernova's proprietary sorbent materials into systems that utilize Montana Technologies' AirJoule water capture technology and to manufacture and bring products incorporating the combined technologies to market in the Americas, Africa, and Australia. Upon the closing of the transactions contemplated by the Framework Agreement (the "Closing"), each of Montana Technologies and GE Verona (or an affiliate of GE Vernova) will enter into (i) an amended and restated limited liability company agreement of the AirJoule JV (the "A&R Joint Venture Agreement"), pursuant to which, among other things, the AirJoule JV will have the exclusive right to manufacture and supply products incorporating the combined technologies to leading original equipment manufacturers and customers in the Americas, Africa and Australia, (ii) master services agreements, pursuant to which, among other things, each of Montana Technologies and GE Verona will agree to provide certain agreed services to the AirJoule JV for a period of at least two years following the Closing (unless earlier terminated by the parties thereto) and (iii) an intellectual property agreement, pursuant to which, among

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: February 2, 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