Additional Proxy Soliciting Materials (definitive) (defa14a)
08 Giugno 2023 - 12:14PM
Edgar (US Regulatory)
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 |
|
☒ |
Filed by a Party other than the Registrant |
|
☐ |
Check the appropriate box:
☐ | Preliminary
Proxy Statement |
☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive
Proxy Statement |
☒ | Definitive
Additional Materials |
☐ | Soliciting
Material Pursuant to §240.14a-12 |
POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ |
No fee required. |
☐ |
Fee paid previously with preliminary materials. |
☐ |
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): June 7, 2023
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) |
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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 of the registrant under any of the following provisions:
☐ |
Written communication 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-commencements 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 Securities Exchange
Act of 1934:
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 (§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 7.01 Regulation FD Disclosure.
Preliminary Redemption Results
Power & Digital Infrastructure Acquisition
II Corp. (the “Company”) encourages stockholders to vote in favor of the proposals set forth in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2023 (the “Definitive Proxy
Statement”), at the special meeting in lieu of annual meeting of stockholders (the “Special Meeting”) scheduled to be
held on June 9, 2023 at 10:00 a.m., Central Time.
As of 5:00 p.m., Eastern Time, on June 7,
2023, the redemption deadline in connection with the vote on the Extension (as defined below), holders of 18,141,822 shares of Class A common stock, par value $0.0001 per share (the
“Class A common stock”), have elected to redeem their shares in connection with the proposal to extend
the time by which the Company has to consummate an initial business combination (the “Extension”), which would result in
10,608,178 shares of Class A common stock remaining outstanding after giving effect to such redemptions.
Forward Looking Statements
Certain statements in this
Current Report on Form 8-K (this “Report”) 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 the Company and Montana Technologies, LLC (“Montana Technologies”), including statements
regarding the likelihood and ability of the Company and Montana Technologies to successfully consummate the proposed business
combination, the amount of funds available in the Trust Account as a result of shareholder redemptions or otherwise, and statements
relating to our ability to obtain approval for the proposals presented at the Special Meeting. 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 such as those set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the Company’s Definitive Proxy Statement, Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q. Current Reports on Form 8-K that are available on the website of the SEC at
www.sec.gov and other documents filed, or to be filed with the SEC by the Company. The foregoing list of factors is not exhaustive.
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 the Company assumes no obligation and, except as required by law, does not intend to update or
revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
THE COMPANY URGES SHAREHOLDERS TO READ THE DEFINITIVE
PROXY STATEMENT AS WELL AS OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC, BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY AND THE EXTENSION. Shareholders may obtain copies of these documents (when available), without charge, at the SEC’s
website at www.sec.gov or by directing a request to: Power & Digital Infrastructure Acquisition II Corp, 321 North Clark Street, Suite
2440, Chicago, IL, 60654, Attn: Secretary.
Participants in Solicitation
The Company and its directors and executive officers
may be deemed to be participants in the solicitation of proxies of the Company shareholders. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement
which may be obtained free of charge from the sources indicated above.
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: June 8, 2023
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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 |
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