XPDB Power and Digital Infrastructure Acquisition II Corporation

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the Company’s stockholders approved the following proposals:

(i)          To amend the Certificate (such amendment the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to extend the date by which the Company must consummate an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “business combination”), from June 14, 2023 (which is 18 months from the closing date of the IPO (the “Current Outside Date”)) to December 14, 2023 (such date, the “Extended Date”), and to allow the Company, without another stockholder vote, by resolution of the Company’s board of directors (our “board”), to elect to further extend the Extended Date in one-month increments up to three additional times, or a total of up to nine months after the Current Outside Date, until March 14, 2024, unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by our board to be in the best interests of the Company (the “Extension”), and that if the Company has not consummated a business combination by the applicable Extended Date, the Company will (i) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (ii) redeem all shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), included as part of the units sold in the Company’s initial public offering (such shares of Class A common stock, the “public shares”) that was consummated on December 14, 2021 (the “IPO”);

(ii)           to amend the Certificate to eliminate from the Certificate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment”);

(iii)           to re-elect Paul Gaynor as a Class I director of our board, to serve for a term of three years until 2026 or until his successor is elected and qualified (the “Director Election Proposal”);

(iv)           to approve and ratify the appointment of Marcum LLP as the Company’s independent accountants for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”); and

(v)           to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposals (the “Adjournment Proposal” and, together with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Director Election Proposal and the Auditor Ratification Proposal, the “Proposals”).

A total of 30,907,948 (or 86%) of the Company’s issued and outstanding shares of Class A common stock and Class B common stock, par value $0.0001 per share (“Class B common stock”), held of record as of May 12, 2023, the record date for the Special Meeting, were present either in person, virtually or by proxy, which constituted a quorum. The Company’s stockholders voted on the following Proposals at the Special Meeting, each of which were approved. The final vote tabulation for each Proposal is set forth below.

Although the Adjournment Proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.