Power Digital Infrastructure Acquisition II Corp
For the period ended Dec 31, 2023. Filed Mar 11, 2024.
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FY2023 · Filed Mar 11, 2024
AIRJ$2.38-7.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules**
| (1) | Consolidated Financial Statements: |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Financial Statements: | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Changes in Stockholders’ Deficit | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 to F-25 |
| (2) | Financial Statement Schedules: |
| (3) | Exhibits |
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
| Exhibit No. | Description |
| 2.1 | Agreement and Plan of Merger, dated as of June 5, 2023, by and among Power & Digital Infrastructure Acquisition II Corp., XPDB Merger Sub, LLC and Montana Technologies LLC. (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K (File No. 001-441151), filed with the SEC on June 5, 2023). |
| 3.1 | Amended and Restated Certificate of Incorporation. (1) |
| 3.2 | Amendment to Amended and Restated Certificate of Incorporation. (2) |
| 3.3 | Amended and Restated Bylaws.* |
| 4.1 | Public Warrant Agreement between Continental Stock Transfer & Trust Company and the company. (1) |
| 4.2 | Private Warrant Agreement between Continental Stock Transfer & Trust Company and the company. (1) |
| 4.3 | Specimen Unit Certificate. (3) |
| 4.4 | Specimen Class A Common Stock Certificate. (3) |
| 4.5 | Specimen Public Warrant Certificate. (3) |
| 4.6 | Specimen Private Warrant Certificate. (3) |
| 4.7 | Description of Registrant’s Securities.* |
| 10.1 | Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the company. (1) |
| 10.2 | Amendment No. 1 to Investment Management Trust Agreement, dated as of December 14, 2023, between Power & Digital Infrastructure Acquisition II Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-441151), filed with the SEC on December 14, 2023). |
| 10.3 | Registration and Stockholder Rights Agreement among the company, our sponsor and certain equityholders party thereto. (1) |
| 10.4 | Private Placement Warrants Purchase Agreement between the company and our sponsor. (1) |
| 10.5 | Administrative Support Agreement between the company and our sponsor. (1) |
| 10.6 | Letter Agreement among the company, our sponsor and each of the officers and directors of the company named therein. (1) |
| 10.7 | Securities Subscription Agreement, dated March 30, 2021, between the company and our sponsor. (3) |
| 10.8 | Form of Securities Subscription Agreement, between the company and our anchor investors. (4) |
| 10.9 | Sponsor Support Agreement, dated as of June 5, 2023, by and among Power & Digital Infrastructure Acquisition II Corp., XPDB Merger Sub, LLC and Montana Technologies LLC. (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K (File No. 001-441151), filed with the SEC on June 5, 2023. |
| 10.10 | Investment Agreement, dated as of September 29, 2023, by and among Montana Technologies LLC, Power & Digital Infrastructure Acquisition II Corp., Contemporary Amperex Technology Co., Limited, CATL US INC. and Contemporary Amperex Technology USA Inc. (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4/A (Registration No. 333-273821), filed with the SEC on October 2, 2023). |
| 10.11 | Letter Agreement (incorporated by reference to Exhibit 10.18 to the Company’s proxy statement/prospectus on Form S-4, filed with the SEC on January 10, 2024). |
| 10.12 | First Amendment to Agreement and Plan of Merger, dated as of February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., XPDB Merger Sub, LLC and Montana Technologies, LLC. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-441151), filed with the SEC on February 5, 2024). |
| 14.1 | Code of Ethics.* |
| 31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).* |
| 31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).* |
| 32.1 | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** |
| 32.2 | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
| ** | Furnished herewith |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on December 14, 2021 and incorporated by reference herein. |
| (2) | Previously filed as an exhibit to our Current Report on Form 8-K filed on June 13, 2023 and incorporated by reference herein. |
| (3) | Previously filed as an exhibit to our Registration Statement on Form S-1 filed on November 18, 2021 and incorporated by reference herein. |
| (4) | Previously filed as an exhibit to Amendment No. 1 to our Registration Statement on Form S-1 filed on December 6, 2021 and incorporated by reference herein. |
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