AirJoule Technologies Corp 8-K, filed Jan 28, 2022
AirJoule Technologies Corp. (AIRJ)
About this 8-K
AirJoule Technologies Corp filed this 8-K on January 28, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): January 28, 2022
Power &
Digital Infrastructure Acquisition II Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41151 | 84-2962208 |
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 321 North Clark Street, Suite 2440 Chicago, IL 60654 |
60654 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 262-5642
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(s) |
Name of each exchange on which registered |
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | XPDBU | The Nasdaq Stock Market LLC |
| Shares of Class A common stock included as part of the units | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 January 28, 2022, Power & Digital Infrastructure Acquisition II Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants (the “Warrants”) included in the Units commencing on January 31, 2022. Each Unit consists of one share of Class A common stock and one-half of one Warrant to purchase one share of Class A common stock. Any Units not separated will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “XPDBU.” Any underlying shares of Class A common stock and Warrants that are separated will trade on the Nasdaq under the symbols “XPDB” and “XPDBW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A common stock and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
| 99.1 | Press Release, dated January 28, 2022. |
SIGNATURE
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.
Dated: January 28, 2022
| Power & Digital Infrastructure Acquisition II Corp. | ||
| By: | /s/ John P. McGarrity | |
| Name: | John P. McGarrity | |
| Title: | General Counsel and Secretary | |
Exhibit 99.1
Power & Digital Infrastructure Acquisition II Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing January 31, 2022
CHICAGO, Illinois, January 28, 2022 – Power & Digital Infrastructure Acquisition II Corp. (NASDAQ: XPDBU) (the “Company”) announced that, commencing January 31, 2022, holders of the units sold in the Company’s initial public offering of 28,750,000 units, completed on December 14, 2021, may elect to separately trade the shares of Class A common stock and warrants included in the units. Any units not separated will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “XPDBU” and the shares of Class A common stock and warrants that are separated will trade on the Nasdaq under the symbols “XPDB” and “XPDBW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Unitholders will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
The units were initially offered by the Company in an underwritten offering. Barclays Capital Inc. and BofA Securities acted as joint book running managers for the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on December 9, 2021.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Power & Digital Infrastructure Acquisition II Corp.
The Company is a newly organized blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company has not yet selected any specific business combination target.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the anticipated separation of the units into shares of Class A common stock and warrants. No assurance can be given that the units will be separated as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and final prospectus relating to the Company's initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
For more information:
Patrick C. Eilers
Chief Executive Officer
peilers@transitionequity.com
(312) 961-6605
Theodore J. Brombach
Chairman of the Board of Directors
ted@xmscapital.com
(312) 806-4440
James P. Nygaard, Jr.
Chief Financial Officer
jim@xmscapital.com
(847) 770-5235