Business Context and Reporting Period
This Form 8-K reports on events occurring on December 14, 2021, for Power & Digital Infrastructure Acquisition II Corp. (XPDB), a Special Purpose Acquisition Company (SPAC). The filing details the consummation of the Company's Initial Public Offering (IPO) and a concurrent private placement. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
- IPO Proceeds: The Company sold 28,750,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option for 3,750,000 additional Units.
- Private Placement: The Company sold 11,125,000 private placement warrants at $1.00 per warrant to the Sponsor and BlackRock-affiliated funds.
- Trust Account Funding: Aggregate net proceeds of $290,375,000 from the IPO and Private Placement were deposited into a trust account.
- Debt and Liquidity: The filing does not disclose specific debt obligations or operating cash flows, as the Company is a pre-business combination SPAC. Liquidity is primarily represented by the funds held in the trust account.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company following the IPO closing. The Company now holds $290,375,000 in a trust account, which was not present prior to this date. An audited balance sheet reflecting these proceeds is included as Exhibit 99.1.
Outlook, Risks, and Contingencies
- Business Combination Timeline: The Company must complete an initial business combination within 18 months from the IPO closing (December 14, 2021). This period may be extended to 21 or 24 months at the Company's discretion.
- Redemption Rights: If the Company fails to complete a business combination within the specified timeframe, the trust account funds will be used to redeem 100% of the Class A common stock issued in the IPO.
- Trust Account Restrictions: Funds in the trust account are generally locked until the completion of a business combination or a full redemption. Withdrawals are permitted only for franchise and income taxes payable or for redemptions related to specific charter amendments.
- Warrant Exercise Price: Public warrants are exercisable for one share of Class A common stock at an exercise price of $11.50.
Investor Verification Checklist
- Verify the exact date of the IPO closing (December 14, 2021) against the 18-month deadline for a business combination.
- Confirm the total amount held in the trust account ($290,375,000) and the identity of the trustee (Continental Stock Transfer & Trust Company).
- Review the terms of the over-allotment option, noting it was fully exercised for 3,750,000 Units.
- Examine Exhibit 99.1 for the audited balance sheet to confirm the capitalization structure post-IPO.
- Check for any subsequent filings regarding extensions of the business combination deadline.