XPDBU Power and Digital Infrastructure Acquisition II Corporation

CHICAGO, June 5, 2023 /PRNewswire/ -- Power & Digital Infrastructure Acquisition II Corp. ("XPDB") (NASDAQ: XPDB, XPDBW, XPDBU) – a special purpose acquisition company, focused on the renewable and transition energy sectors – today announced that, in connection with XPDB's special meeting in lieu of an annual meeting of stockholders (the "Special Meeting") to seek stockholder approval to, among other things, extend the time by which XPDB has to consummate an initial business combination (the "Extension") from June 14, 2023 to December 14, 2023, XPDB or its sponsor, XPDI Sponsor II LLC, will deposit, beginning on June 15, 2023, and thereafter on the 10^th day of each month (or if such day is not a business day, on the business day immediately preceding such 10th day), additional funds into the trust account established in connection with XPDB's initial public offering in an amount equal to the lesser of (i) $0.03 multiplied by the number of shares of XPDB Class A common stock then outstanding and not redeemed in connection with the Special Meeting and (ii) $300,000 (each such deposit, a "Contribution"). The maximum aggregate amount of all Contributions will not exceed $1,800,000.

The Special Meeting will be held in person at 10:00 a.m., Central Time, on June 9, 2023, at the offices of Kirkland & Ellis LLP, located at 609 Main Street, Suite 4700, Houston, Texas 77002 and virtually via live webcast at http://www.cstproxy.com/xpdispacii/2023. XPDB encourages its stockholders to vote in favor of the Extension and each other proposal described in the definitive proxy statement relating to the Special Meeting.

XPDB's stockholders of record at the close of business on the record date, May 12, 2023, are entitled to vote the shares of common stock owned by them at the Special Meeting. Stockholders may vote online at http://www.cstproxy.com/xpdispacii/2023 by following the instructions on their provided proxy card. If the shares are held in an account at a brokerage firm or bank, stockholders must instruct their respective broker or bank how to vote the shares, or the stockholders may cast their vote online by obtaining a proxy from the respective brokerage firm or bank.

XPDB and Montana Technologies LLC (the "Company"), developer of AirJoule^tm, a transformational renewable energy and cooling technology, also announced today that they have entered into a business combination (the "Transaction") to commercialize Montana Technologies LLC's unique solution to revolutionize the HVAC sector, reduce emissions, and solve water issues.  A press release describing the Transaction can be accessed at the following link: Transaction Press Release

Power & Digital Infrastructure Acquisition II Corp. is a 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.

Contact Jim Nygaard
jim@xmscapital.com

Certain statements in this press release 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 Montana Technologies, including statements regarding the performance of the AirJoule^tm technology. 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 potential failure to obtain the Extension(ii) the ability to maintain the listing of the XPDB's securities on the NASDAQ; (iii) the price of XPDB's securities; 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.  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. The foregoing list of factors is not exhaustive. There may be additional risks that XPDB presently knows or that XPDB currently believes are immaterial that could also cause actual results to differ 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. XPDB gives no assurance that XPDB will achieve its expectations.

XPDB and certain of its directors and executive officers may be deemed participants in the solicitation of proxies from XPDB's stockholders with respect to the Extension. 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 definitive proxy statement regarding the Extension. 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.

This press release 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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