Business context and reporting period
Filing identity: The supplied filing is for Power & Digital Infrastructure Acquisition II Corp. (XPDB), not Airjoule Technologies Corp. It is a Form 10-Q for the quarter ended June 30, 2022, filed August 12, 2022. Verify the issuer before relying on this summary for Airjoule.
The registrant is a blank-check company formed to pursue a business combination. It reported no operating activities or operating revenue as of June 30, 2022; its activity related to formation, its December 2021 IPO, and searching for a target.
Financial results and position
| Metric | Three months ended June 30, 2022 | Six months ended June 30, 2022 |
|---|---|---|
| Operating revenue | None | None |
| Operating expenses | $401,014 | $854,410 |
| Trust investment income | $384,885 | $412,492 |
| Net loss | $46,754 | $472,543 |
| Net loss per share, basic and diluted | $0.00, rounded | $0.01 |
- Comparison: The three months ended June 30, 2021 had no activity. The comparable six-month 2021 period runs from inception through June 30 and reported a $973 net loss.
- Cash flow: Net cash used in operating activities was $1.314 million for the six months ended June 30, 2022. Cash declined from $2.845 million at year-end 2021 to $1.530 million.
- Liquidity: Management reported approximately $1.1 million in working capital, excluding about $268,000 in tax obligations that may be paid from trust investment income. Investments held in the Trust Account were $290.788 million and are not ordinary operating cash.
- Liabilities and equity: Total liabilities were $11.201 million, including $10.063 million of deferred underwriting commissions payable only if a business combination is completed. The company reported no working-capital-loan borrowings and a stockholders’ deficit of $8.801 million. Class A shares subject to redemption were presented separately as temporary equity at $290.390 million.
- Profit margins are not meaningful because the company had no operating revenue.
Outlook, risks, and unusual items
- The company had until June 14, 2023 to complete a business combination, with the option to extend by two three-month periods, subject to sponsor deposits of approximately $2.9 million per extension. Failure to complete a transaction would lead to liquidation and redemption of public shares under the stated terms.
- Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing limited liquidity and the mandatory liquidation deadline. It intended to complete a business combination before that deadline and noted that additional financing was not assured.
- Management reported that COVID-19 and the Russia-Belarus/Ukraine conflict could affect its financial position or target search, but their specific impacts were not determinable.
- Related-party administrative and support fees were $60,000 for the quarter and $120,000 for the six-month period. The company also disclosed approximately $140,000 payable under the administrative services arrangement at quarter-end.
- Management concluded disclosure controls were effective and reported no material change in internal control over financial reporting. It reported no legal proceedings and no material changes to previously disclosed risk factors.
Most important facts to verify
- Whether this filing is relevant to the requested company: its registrant is Power & Digital Infrastructure Acquisition II Corp., not Airjoule Technologies Corp.
- The status of any proposed business combination, target search, and the June 14, 2023 deadline or any extension.
- Cash available outside the Trust Account, the treatment of tax obligations, and funding needs through a transaction or liquidation.
- The conditions and potential dilution associated with redeemable public shares, founder shares, warrants, and deferred underwriting commissions.