UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 14A
______________________
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ |
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| Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
(Name of Registrant as Specified In Its Charter)
______________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14A(i)(1) and 0-11. |
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):
February 5, 2024
Power & Digital Infrastructure Acquisition
II Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
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001-441151 |
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86-2962208 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
321 North Clark Street, Suite 2440
Chicago, IL 60654
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Registrant’s telephone number, including
area code: (312) 262-5642
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 |
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Trading Symbols |
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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 |
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XPDBU |
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The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
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XPDB |
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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 |
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XPDBW |
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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 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.
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
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 AirJouletm 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).
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) the ability to maintain the listing of XPDB’s securities on the NASDAQ; (x) the price
of XPDB’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which Montana
plans to operate, variations in performance across competitors, changes in laws and regulations affecting Montana’s business and
changes in the combined capital structure; (xi) the ability to implement business plans, forecasts, and other expectations after the completion
of the proposed business combination, including the possibility of cost overruns or unanticipated expenses in development programs, and
the ability to identify and realize additional opportunities; (xii) the enforceability of Montana’s intellectual property, including
its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches
of data security; and (xiii) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in XPDB’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K that are available on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov
and other documents filed, or to be filed with the SEC by XPDB, including the Registration Statement. The foregoing list of factors is
not exhaustive. There may be additional risks that neither XPDB or Montana presently know or that XPDB or Montana currently believe are
immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully
consider the foregoing factors and the other risks and uncertainties that will be described in XPDB’s definitive proxy statement
contained in the Registration Statement (as defined below), including those under “Risk Factors” therein, and other documents
filed by XPDB from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and XPDB and Montana
assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither XPDB nor Montana gives any assurance that either XPDB or Montana will
achieve its expectations.
Additional Information about the Proposed Transaction
and Where to Find It
In connection with the proposed business combination,
XPDB has filed a registration statement on Form S-4 (the “Registration Statement”) that includes a proxy statement/prospectus
of XPDB. The Form S-4 is now effective, having been declared effective by the SEC on January 17, 2024. The definitive proxy statement/final
prospectus and other relevant documents were mailed to all XPDB stockholders on January 18, 2024 and will be mailed to all XPDB stockholders
as of February 8, 2024, the record date established for voting on the proposed business combination and the other matters to be voted
upon at a meeting of XPDB’s stockholders to be held to approve the proposed business combination and other matters (the “Special
Meeting”). XPDB may also file other documents regarding the proposed business combination with the SEC. The definitive proxy
statement/final prospectus contains important information about the proposed business combination and the other matters to be voted upon
at the Special Meeting and may contain information that an investor will consider important in making a decision regarding an investment
in XPDB’s securities. Before making any voting decision, investors and security holders of XPDB and other interested parties
are urged to read the Registration Statement and the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed business combination as they become available because they will contain important information
about the proposed business combination.
Investors and security holders are able
to obtain free copies of the definitive proxy statement/final prospectus and all other relevant documents filed or that will be filed
with the SEC by XPDB through the website maintained by the SEC at www.sec.gov, or by directing a request to XPDB, 321 North Clark Street,
Suite 2440, Chicago, IL 60654 or by contacting Morrow Sodali LLC, XPDB’s proxy solicitor, for help, toll-free at (800) 662-5200
(banks and brokers can call collect at (203) 658-9400).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
XPDB, Montana and certain of their respective
directors, executive officers may be deemed participants in the solicitation of proxies from XPDB’s stockholders with respect to
the proposed business combination. A list of the names of those directors and executive officers of XPDB and a description of their interests
in XPDB is set forth in XPDB’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional
information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination
may be obtained by reading the Registration Statement. The documents described in this paragraph are available free of charge at the SEC’s
website at www.sec.gov, or by directing a request to XPDB, 321 North Clark Street, Suite 2440, Chicago, IL 60654. Additional information
regarding the names and interests of such participants will be contained in the Registration Statement for the proposed business combination
when available.
No Offer and Non-Solicitation
This Communication is not
a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of XPDB, Montana or the combined company,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d)
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
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POWER & DIGITAL INFRASTRUCTURE
ACQUISITION II CORP. |
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By: |
/s/ Patrick C. Eilers |
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Name: |
Patrick C. Eilers |
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Title: |
Chief Executive Officer |
4
Power and Digital Infras... (NASDAQ:XPDBU)
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Power and Digital Infras... (NASDAQ:XPDBU)
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