XPDB Files 8-K: Material Agreement Signals Potential Deal

TL;DR

**XPDB just filed an 8-K for a material agreement, likely a merger or acquisition.**

AI Summary

Power & Digital Infrastructure Acquisition II Corp. (XPDB) filed an 8-K on February 5, 2024, indicating an entry into a material definitive agreement. This filing also includes written communications pursuant to Rule 425 under the Securities Act, which typically relates to business combinations. For investors, this suggests XPDB is moving forward with a potential merger or acquisition, which could significantly change the company's future prospects and stock valuation.

Why It Matters

This filing signals that Power & Digital Infrastructure Acquisition II Corp. is likely progressing towards a significant business combination, which could lead to a new operating company and a re-evaluation of the stock's value.

Risk Assessment

Risk Level: medium — The 'material definitive agreement' could be a merger or acquisition, which always carries execution risk and uncertainty about the target company's future performance.

Analyst Insight

A smart investor would monitor for the specific details of the 'material definitive agreement' to evaluate the target company and the terms of the potential business combination before making investment decisions.

Key Players & Entities

• Power & Digital Infrastructure Acquisition II Corp. (company) — the registrant filing the 8-K
• February 5, 2024 (date) — date of earliest event reported
• Rule 425 (other) — SEC rule for written communications regarding business combinations

Forward-Looking Statements

• Power & Digital Infrastructure Acquisition II Corp. will announce the specific details of its business combination target. (Power & Digital Infrastructure Acquisition II Corp.) — high confidence, target: 2024-05-05

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
• $85 million — ate Transaction Proceeds condition from $85 million to $50 million. The foregoing summary
• $50 million — Proceeds condition from $85 million to $50 million. The foregoing summary of the Amendmen

Filing Documents

• ea192799-8k425_power2.htm (8-K) — 48KB
• ea192799ex10-1_power2.htm (EX-10.1) — 16KB
• ea192799ex99-1_power2.htm (EX-99.1) — 69KB
• ex99-1_001.jpg (GRAPHIC) — 147KB
• ex99-1_002.jpg (GRAPHIC) — 690KB
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• ex99-1_010.jpg (GRAPHIC) — 336KB
• ex99-1_011.jpg (GRAPHIC) — 175KB
• ex99-1_012.jpg (GRAPHIC) — 162KB
• ex99-1_013.jpg (GRAPHIC) — 316KB
• ex99-1_014.jpg (GRAPHIC) — 282KB
• ex99-1_015.jpg (GRAPHIC) — 286KB
• ex99-1_016.jpg (GRAPHIC) — 466KB
• ex99-1_017.jpg (GRAPHIC) — 124KB
• ex99-1_018.jpg (GRAPHIC) — 208KB
• ex99-1_019.jpg (GRAPHIC) — 20KB
• ex99-1_020.jpg (GRAPHIC) — 697KB
• ex99-1_021.jpg (GRAPHIC) — 674KB
• ex99-1_022.jpg (GRAPHIC) — 665KB
• ex99-1_023.jpg (GRAPHIC) — 595KB
• 0001213900-24-009849.txt ( ) — 13236KB
• xpdb-20240205.xsd (EX-101.SCH) — 4KB
• xpdb-20240205_def.xml (EX-101.DEF) — 27KB
• xpdb-20240205_lab.xml (EX-101.LAB) — 37KB
• xpdb-20240205_pre.xml (EX-101.PRE) — 25KB
• ea192799-8k425_power2_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 5, 2024, Power & Digital Infrastructure Acquisition II Corp. ("XPDB"), XPDB Merger Sub, LLC, a Delaware limited liability company ("Merger Sub") and Montana Technologies, LLC, a Delaware limited liability company ("Montana") entered into that certain First Amendment to Agreement and Plan of Merger (the "Amendment"), amending that certain Agreement and Plan of Merger, dated June 5, 2023, by and among XPDB, Merger Sub and Montana (the "Business Combination Agreement"), to, among other things, (i) amend the definition of Aggregate Transaction Proceeds and (ii) reduce the Aggregate Transaction Proceeds condition from $85 million to $50 million. The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment filed as Exhibit 10.1 hereto and incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the investor presentation to be presented to certain potential investors in connection with the Business Combination. The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the United States Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-looking Statements

Forward-looking Statements Certain statements in this communication (" Communication ") may be considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 and within the meaning of the federal securities laws with respect to the proposed business combination between XPDB and Montana, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, the likelihood and ability of the parties to successfully consummate the proposed business combination, the amount of funds available in the trust account as a result of shareholder redemptions or otherwise, the impact, cost and performance of the AirJoule tm technology once commercialized, the services offered by Montana and the markets in which Montana operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations. These forward-looking statements generally are identified by the words "believe," "predict," "project," "potential," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "should," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or expressions). 1

Forward-looking statements are predictions, projections

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of XPDB securities; (ii) the risk that the proposed business combination may not be completed by XPDB's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by XPDB; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed business combination by XPDB's stockholders, the satisfaction of the minimum aggregate transaction proceeds amount following redemptions by XPDB's public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the failure to obtain financing to complete the proposed business combination and to support the future working capital needs of Montana; (v) the effect of the announcement or pendency of the proposed business combination on Montana's business relationships, performance, and business generally; (vi) risks that the proposed business combination disrupts current plans of Montana and potential difficulties in Montana's employee retention as a result of the proposed business combination; (vii) the outcome of any legal proceedings that may be instituted against XPDB or Montana related to the agreement and the proposed business combination; (viii) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (ix) th

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit Description 10.1 First Amendment to Agreement and Plan of Merger, dated as of February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., XPDB Merger Sub, LLC and Montana Technologies, LLC. 99.1 Investor Presentation, dated February 5, 2024. 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 3 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: February 5, 2024 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. By: /s/ Patrick C. Eilers Name: Patrick C. Eilers Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR