Filed by Power & Digital Infrastructure Acquisition
II Corp. pursuant to
Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Power & Digital Infrastructure
Acquisition II Corp.
Commission File No. 001-41151
The
following are excerpts from an article published by BloombergNEF at https://www.bnef.com/insights/31941/view (available
on Bloomberg Terminal) that included remarks made by Matt Jore, Chief Executive Officer of Montana Technologies LLC (the “Company”)
in an interview between Mr. Jore and BloombergNEF discussing the Company and its proposed business combination with Power & Digital
Infrastructure Acquisition II Corp. (“XPDB”).
Bloomberg NEF
Montana Startup Sees More Efficient Home Cooling
in Reach: Q&A
August 4, 2023
….
I’m a motor specialist. What we learned
when we were doing some electric bus modifications was that air conditioning drains more energy than the drivetrain. Further, buildings’
electricity use is 50% for air conditioning and hot water. Therefore, we sought a solution to make air conditioning and hot water more
efficient and lower a building’s carbon footprint.
….
When the AirJoule is in front of an evaporative
cooling system it allows for a remarkable decrease in energy consumption because evaporative cooling is known to require less energy.
AirJoule allows evaporative cooling systems to be used in humid environments, where 80% of the population lives. If you can do evaporative
cooling coupled with AirJoule, you eliminate refrigerants, significantly reduce the energy budget, and greatly expand the market for evaporative
cooling.
….
We have a transformational system for managing
what’s called the regeneration of the water vapor absorbing material. Therefore, AirJoule’s outputs are dehumidified and cooled
air, and potable, PFAS-free water.
….
The water vapor temperature goes up inside our
proprietary condenser and turns the vapor to liquid water, so we get pure water – pure, PFAS-free, distilled water.
….
There is 10 times more water in the form of water
vapor in the atmosphere at any given time, where transportation of the water is free, than all of humanity consumes every year. The ability
to harvest that water vapor out of the atmosphere has yet to achieve breakeven, until the AirJoule. There are about 630 watt-hours of
thermal energy in every liter of water vapor and it takes us less than 100 watt-hours to harvest that. Therefore, we have about 500 watt-hours
of thermal energy remaining when we pour out the liquid water and dehumidify and cool the air. That’s why we’re saying AirJoule
is a paradigm shift. It’s the ability to access what is literally the world’s largest water storage, coupled with free transportation
and the world’s largest energy storage – the energy stored in the form of thermal energy.
….
We want to put distributed water generators everywhere.
We envision deploying these in the millions all over the world and putting up solar panels so the AirJoule can be powered by solar energy,
wherever you don’t have the grid. We have a great battery partner to assist that endeavor as well. So you can have a distributed
water opportunity. Wherever you have an AirJoule system, you’re going to have dehumidified, cooled air, so it will also help preserve
food longer.
….
We have partnerships; an established global MOF
supply relationship with BASF and a commercial relationship with CATL in Asia, Europe, and the Middle East. Lastly, we are close to finalizing
a commercial relationship with a large multinational company that would cover the Americas, Africa and Australia.
Q: Why the SPAC model? SPACs were wildly popular
last year but not so much now.
A: We knew we had to capitalize the company to
efficiently scale and deploy the AirJoule on a global basis. We selected a partner with a company that we are merging with — XPDB
— that is full of terrific high-character people. They have money, our trust, and bring global relationships that will help us scale.
I’ve taken companies public before. It’s rigorous. They (XPDB) have already done it, so it makes perfect sense. It fits perfectly
for us because it expedites the time to the public liquid markets, the credibility that comes with being public, the access to the capital
that’s already in the trust and all of the network that XPDB brings.
….
Forward-looking Statements
Certain statements in this
communication (“Communication”) may be considered “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995 and within the meaning of the federal securities laws with respect to the proposed business combination
between XPDB and the Company, including statements regarding the benefits of the proposed business combination, the anticipated timing
of the proposed business combination, the likelihood and ability of the parties to successfully consummate the proposed business combination,
the impact, cost and performance of the AirJouletm technology once commercialized, the likelihood of finalizing certain commercial
relationships, the services offered by the Company and the markets in which the Company operates or expects to operate, business strategies,
industry environment, potential growth opportunities and the effects of regulations. These forward-looking statements generally are identified
by the words “believe,” “predict,” “project,” “potential,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “should,” “will
be,” “will continue,” “will likely result,” and similar expressions (including the negative versions of
such words or expressions).
Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the risk that the proposed business combination may not be completed in
a timely manner or at all, which may adversely affect the price of XPDB securities; (ii) the risk that the proposed business combination
may not be completed by XPDB’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by XPDB; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination, including
the approval of the proposed business combination by XPDB’s stockholders, the satisfaction of the minimum aggregate transaction
proceeds amount following redemptions by XPDB’s public stockholders and the receipt of certain governmental and regulatory approvals;
(iv) the failure to obtain financing to complete the proposed business combination and to support the future working capital needs of
the Company; (v) the effect of the announcement or pendency of the proposed business combination on the Company’s business relationships,
performance, and business generally; (vi) risks that the proposed business combination disrupts current plans of the Company and potential
difficulties in the Company’s employee retention as a result of the proposed business combination; (vii) the outcome of any legal
proceedings that may be instituted against XPDB or the Company related to the agreement and the proposed business combination; (viii)
changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the business combination; (ix) the ability to maintain the listing of the XPDB’s
securities on the NASDAQ; (x) the price of XPDB’s securities, including volatility resulting from changes in the competitive and
highly regulated industries in which the Company plans to operate, variations in performance across competitors, changes in laws and regulations
affecting the Company’s business and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed business combination, including the possibility of cost overruns or unanticipated
expenses in development programs, and the ability to identify and realize additional opportunities; (xii) the enforceability of the Company’s
intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security
risks or potential breaches of data security; and (xiii) other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in XPDB’s Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K that are available on the website of the Securities and Exchange Commission (the “SEC”)
at www.sec.gov and other documents filed, or to be filed with the SEC by XPDB, including the Registration Statement. The foregoing list
of factors is not exhaustive. There may be additional risks that neither XPDB or the Company presently know or that XPDB or the Company
currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in XPDB’s definitive
proxy statement contained in the Registration Statement (as defined below), including those under “Risk Factors” therein,
and other documents filed by XPDB from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
XPDB and the Company assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. Neither XPDB nor the Company gives any assurance that either XPDB
or the Company will achieve its expectations.
Additional Information about the Proposed Transaction
and Where to Find It
In connection with the proposed
business combination, XPDB has filed a registration statement on Form S-4 (the “Registration Statement”) that includes
a preliminary prospectus and preliminary proxy statement of XPDB. The proxy statement/prospectus is not yet effective. The definitive
proxy statement/prospectus, when it is declared effective by the SEC, will be sent to all XPDB stockholders as of a record date to be
established for voting on the proposed business combination and the other matters to be voted upon at a meeting of XPDB’s stockholders
to be held to approve the proposed business combination and other matters (the “Special Meeting”). XPDB may also
file other documents regarding the proposed business combination with the SEC. The definitive proxy statement/final prospectus will contain
important information about the proposed business combination and the other matters to be voted upon at the Special Meeting and may contain
information that an investor will consider important in making a decision regarding an investment in XPDB’s securities. Before
making any voting decision, investors and security holders of XPDB and other interested parties are urged to read the Registration Statement
and the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed
business combination as they become available because they will contain important information about the proposed business combination.
Investors and security holders
will also be able to obtain free copies of the definitive proxy statement/final prospectus and all other relevant documents filed or that
will be filed with the SEC by XPDB through the website maintained by the SEC at www.sec.gov, or by directing a request to XPDB, 321 North
Clark Street, Suite 2440, Chicago, IL 60654 or by contacting Morrow Sodali LLC, XPDB’s proxy solicitor, for help, toll-free at (800)
662-5200 (banks and brokers can call collect at (203) 658-9400).
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Participants in the Solicitation
XPDB, the Company and certain
of their respective directors, executive officers may be deemed participants in the solicitation of proxies from XPDB’s stockholders
with respect to the proposed business combination. A list of the names of those directors and executive officers of XPDB and a description
of their interests in XPDB is set forth in XPDB’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed
business combination may be obtained by reading the Registration Statement. The documents described in this paragraph are available free
of charge at the SEC’s website at www.sec.gov, or by directing a request to XPDB, 321 North Clark Street, Suite 2440, Chicago, IL
60654. Additional information regarding the names and interests of such participants will be contained in the Registration Statement for
the proposed business combination when available.
No Offer and Non-Solicitation
This Communication is not
a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of XPDB, the Company or the combined company,
nor shall there be any sale of any such 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 such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
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