Business Context and Reporting Period
This Form 8-K is filed by Power & Digital Infrastructure Acquisition II Corp. (not Airjoule Technologies Corp.) on March 27, 2023. The registrant is a Delaware corporation and an emerging growth company. The filing addresses a restatement of previously issued financial statements for the quarters ended June 30, 2022, and September 30, 2022.
Key Financial Metrics
The filing does not provide current revenue, profit, cash flow, or margin data. It specifically addresses a correction to prior period financial statements:
- Legal Expenses: Previously overstated by $87,187 for the periods ended June 30, 2022, and September 30, 2022.
- Accounts Payable: Previously overstated by $87,187 for the same periods.
- Cash Position: The error had no impact on the Company's cash position or cash held in its trust account.
Material Changes Versus Prior Period
The material change involves the non-reliance on the Form 10-Q reports filed on August 12, 2022, and November 9, 2022. Management identified an inadvertent error resulting in the overstatement of legal expenses and accounts payable. The Company plans to file amended Form 10-Q reports to reflect the corrected figures.
Guidance, Outlook, and Risks
Management Commentary: The error was identified during the preparation of year-end financial results. Management and the Audit Committee have discussed the matter with the independent registered public accounting firm, Marcum LLP.
Contingencies: The Company intends to file amended quarterly reports for the affected periods. No other risks or unusual items are disclosed in this specific filing.
Investor Verification Checklist
- Verify the filing entity is Power & Digital Infrastructure Acquisition II Corp. (ticker: XPDB), not Airjoule Technologies Corp.
- Confirm the upcoming filing of amended Form 10-Q reports for the quarters ended June 30, 2022, and September 30, 2022.
- Note that the restatement affects only legal expenses and accounts payable, with no impact on cash or trust account balances.
- Review the corrected financial statements once the amended 10-Qs are filed to assess the impact on net income for those periods.