Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to:
| ● | “amended and restated certificate of incorporation” are to the amended and restated certificate of incorporation of the company, which was adopted in connection with the closing of our initial public offering; |
| ● | “anchor investors” are to certain funds and accounts managed by subsidiaries of BlackRock, Inc.; |
| ● | “Class A common stock” are to our Class A common stock, par value $0.0001 per share; |
| ● | “Class B common stock” are to our Class B common stock, par value $0.0001 per share; |
| ● | “common stock” are to our Class A common stock and our Class B common stock; |
| ● | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including, but not limited to, a private placement of equity or debt; |
| ● | “founder shares” are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to our initial public offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be “public shares”); |
| ● | “IPO” are to the initial public offering of the company completed on December 14, 2021; |
| ● | “initial stockholders” are to holders of our founder shares prior to our initial public offering and include our sponsor and independent directors; |
| ● | “management” or our “management team” are to our executive officers and directors, and “directors” are to our current directors; |
| ● | “Nasdaq” are to the Nasdaq Stock Market LLC; |
| ● | “private placement warrants” are to the warrants of the company to purchase one share of common stock, which warrants were initially purchased by the sponsor and the anchor investors in a private placement that closed simultaneously with the IPO and upon conversion of working capital loans, if any; |
| ● | “public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
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| ● | “public stockholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public stockholder” will only exist with respect to such public shares; |
| ● | “public warrants” are to the publicly traded warrants of the company to purchase one share of common stock issued as part of each unit in our initial public offering and which began trading separately on January 31, 2022; |
| ● | “sponsor” are to XPDI Sponsor II LLC, a Delaware limited liability company formed by individuals affiliated with TEP and XMS. References to the experience of our sponsor include the experience of TEP, XMS and their respective affiliated investment professionals; |
| ● | “TEP” are to Transition Equity Partners, LLC, a private equity fund focused on renewable and transition energy infrastructure in North America; |
| ● | “trust account” are to the trust account set up following our initial public offering with Continental Stock Transfer & Trust Company acting as trustee; |
| ● | “unit” are to our units issued in our initial public offering, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant; |
| ● | “warrants” are to the private placement warrants, public warrants and any warrants we issue to our sponsor upon conversion of loans; |
| ● | “we,” “us,” “our,” “company” or “our company” are to Power & Digital Acquisition II Corp., a Delaware corporation; and |
| ● | “XMS” are to XMS XPDI Sponsor Holdings II LLC, an entity owned by professionals of XMS Capital Partners, LLC, a global independent financial services firm, primarily providing strategic and financial advisory services. |
| ● | “XMS Capital” are to XMS Capital Partners, LLC, an entity experienced in providing strategic and financial advisory services, inducing advising clients on mergers and acquisitions, capital structure, financings, takeover and activist preparation, and restructurings. |
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