Form 425 - Prospectuses and communications, business combinations
2024年2月9日 - 6:02AM
Edgar (US Regulatory)
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 8, 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 No.) |
321 North Clark Street, Suite 2440
Chicago, IL 60654
(Address of principal executive offices)
(312) 262-5642
Registrant’s telephone number, including
area code
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 Symbol: |
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 8.01 Other Events
On February 8, 2024, pursuant to Paragraph TWENTY
FOURTH of the Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”)
of Power & Digital Infrastructure Acquisition II Corp. (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 February 14, 2024 to March
14, 2024.
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 8, 2024 |
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 |
Power and Digital Infras... (NASDAQ:XPDBU)
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Power and Digital Infras... (NASDAQ:XPDBU)
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