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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   001-441151   86-2962208
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (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:   Trading Symbol:   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   XPDBU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   XPDB   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   XPDBW   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.

 

1

 

 

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.
   
  By: /s/ Patrick C. Eilers 
  Name:  Patrick C. Eilers
  Title: Chief Executive Officer

 

2

 

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Cover
Feb. 08, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 08, 2024
Entity File Number 001-441151
Entity Registrant Name Power & Digital Infrastructure Acquisition II Corp.
Entity Central Index Key 0001855474
Entity Tax Identification Number 86-2962208
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 321 North Clark Street
Entity Address, Address Line Two Suite 2440
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60654
City Area Code 312
Local Phone Number 262-5642
Written Communications true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant  
Title of 12(b) Security Units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant
Trading Symbol XPDBU
Security Exchange Name NASDAQ
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol XPDB
Security Exchange Name NASDAQ
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  
Title of 12(b) Security 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
Trading Symbol XPDBW
Security Exchange Name NASDAQ
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