Financial Performance - For the three months ended March 31, 2024, Montana Technologies Corporation reported a net loss of $11,552,823, compared to a net loss of $834,627 for the same period in 2023, representing an increase in loss of approximately 1,287%[23]. - Total operating expenses for the first quarter of 2024 were $2,762,059, up from $834,627 in the same quarter of 2023, indicating a significant increase in operational costs[23]. - The company experienced a net cash used in operating activities of $5,439,983 for the three months ended March 31, 2024, compared to $803,635 in the prior year, reflecting a substantial increase in cash outflow[25]. - The basic and diluted net loss attributable to common stockholders for Class A and Class B was $(0.28) in Q1 2024, compared to $(0.02) in Q1 2023, indicating a deterioration in per-share performance[23]. Cash and Liquidity - The company ended the quarter with $37.4 million in cash on the balance sheet, a significant increase from $375,796 at the end of the previous quarter[5][21]. - Cash provided by financing activities was $42,494,907 for the first quarter of 2024, a significant increase from $255,861 in the same period of 2023, highlighting strong financing efforts[25]. - The company ended the period with cash of $37,429,270, compared to $4,663,712 at the end of the same quarter in 2023, marking a substantial increase in liquidity[25]. Assets and Liabilities - The company reported total assets of $650.6 million as of March 31, 2024, up from $556,135 at the end of 2023[21]. - Current liabilities increased to $11.8 million from $6.4 million in the previous quarter, primarily due to accrued transaction fees and other expenses[21]. - Montana Technologies' accumulated deficit grew to $43.7 million as of March 31, 2024, compared to $17.2 million at the end of 2023[21]. - Montana Technologies Corporation reported a change in fair value of Earnout Shares liability of $(7,672,000) in Q1 2024, reflecting significant adjustments in financial liabilities[23]. Strategic Initiatives - Montana Technologies completed its Business Combination with Legacy Montana, exceeding the $50 million minimum cash condition through private investments, including $10 million from Carrier Global Corporation[5][7]. - Montana Technologies formed a joint venture with GE Vernova to commercialize AirJoule technology, enhancing HVAC and atmospheric water harvesting products[5][8]. - The joint venture with GE Vernova closed on March 4, 2024, with GE Vernova providing support for R&D and making an equity investment in Montana Technologies[10]. - The company has entered into a joint commercialization agreement with Carrier for the AirJoule technology in HVAC solutions across multiple regions, including the Americas and Europe[6][5]. - The AirJoule technology aims to address energy efficiency and water scarcity, positioning the company in two significant target markets[4][5]. - The company recognized non-cash investing and financing activities, including the acquisition of business from GE Vernova valued at $612,533,000, indicating strategic growth initiatives[25]. Management and Operations - The management team has been expanded with new appointments following the Business Combination, including Pat Eilers as Executive Chairman[14]. - Research and development expenses rose to $896,613 in Q1 2024, compared to $604,944 in Q1 2023, indicating a focus on innovation and product development[23]. - The weighted average Class A common stock outstanding increased to 36,916,955 in Q1 2024 from 32,599,213 in Q1 2023, reflecting an increase in shares outstanding[23].

IPO and Financial Overview - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at an offering price of $10.00 per unit[28]. - Stockholders redeemed 18,141,822 shares of Class A Common Stock at a redemption price of approximately $10.37 per share, totaling an aggregate redemption amount of approximately $188.1 million[31]. - The balance in the trust account as of December 31, 2023, was approximately $114.6 million after the June redemptions[31]. - The company deposited $300,000 in the trust account on multiple occasions in 2023 to support the extension of the initial business combination deadline[32]. - As of December 31, 2023, the balance in the trust account was approximately $114,641,527 after the satisfaction of the June Redemptions[54]. - Approximately $6 million of deferred underwriting fees will be paid, providing various options for target businesses such as liquidity events or capital for growth[54]. - The amount in the trust account as of December 31, 2023, was approximately $10.80 per public share[84]. - A total of 1,710,340 public shares, or 16.1% of the 10,608,178 remaining public shares, need to be voted in favor of the initial business combination for approval[87]. Business Combination Plans - The Board approved extensions for the initial business combination deadline multiple times, with the latest extension to March 14, 2024[33][34]. - The company aims to identify and complete an initial business combination that creates substantial long-term value for stockholders, focusing on North American targets in power and digital infrastructure[36]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account[42]. - The company intends to effectuate its initial business combination using cash from the IPO proceeds, private placements, equity, debt, or a combination of these[55]. - The company may pursue business combinations with financially unstable companies, which could expose it to inherent risks[67]. - The company may need to obtain additional financing if the transaction requires more cash than available from the trust account[58]. - The management team will conduct thorough due diligence, including meetings with management and reviews of financial information, before proceeding with a target business[68]. - The company may face challenges in completing a desirable business combination due to potential stockholder redemptions affecting its financial condition[126]. - The requirement to complete a business combination by March 14, 2024, may limit the time available for due diligence and negotiation with target businesses[131]. Redemption and Stockholder Rights - The company plans to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirements[85]. - If stockholder approval is required, the company will conduct redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act[88]. - The company will provide public stockholders with the opportunity to redeem shares at a per-share price equal to the aggregate amount in the trust account[84]. - Redemption rights require public stockholders to tender their shares prior to the vote on the business combination, ensuring irrevocability once approved[95]. - If public stockholders tender more shares than the company is permitted to redeem, the tender offer will be withdrawn[90]. - The company will not complete the initial business combination if the cash consideration required exceeds the available cash[91]. - The company has until March 14, 2024, to complete an initial business combination, with the possibility of extensions approved by stockholders or the Board[97]. - If the initial business combination is not completed, public stockholders will receive a redemption price of approximately $10.80 per share based on the trust account balance as of December 29, 2023[99]. - The company will cease operations and redeem public shares if no business combination is completed by the deadline, with a cash payment equal to the amount in the trust account[99]. Risks and Challenges - An investment in the company's securities involves a high degree of risk, which could materially affect business and financial conditions[120]. - The company has no operating history and no revenues, making it difficult for investors to evaluate its ability to achieve business objectives[121]. - The lack of diversification may pose risks as the company's success may depend entirely on the performance of a single business post-combination[71]. - The company may face significant competition from other special purpose acquisition companies (SPACs) and private investors, which may hinder its ability to complete an initial business combination[139]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction[173]. - The company may encounter adverse tax consequences if it effects a business combination with a target company organized in another jurisdiction[193]. - The complexity of tax obligations in multiple jurisdictions could negatively affect the company's after-tax profitability and financial condition[194]. - The ongoing geopolitical tensions, including the invasion of Ukraine by Russia and the Israel-Hamas war, have created global security concerns that could significantly impact regional and global economies[191]. - The company may face challenges in completing a business combination due to potential market disruptions and volatility in capital markets resulting from geopolitical events[192]. Internal Controls and Compliance - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2023, as mandated by the Sarbanes-Oxley Act[116]. - As of December 31, 2023, the company has identified a material weakness in its internal control over financial reporting, particularly related to accrued general and administrative expenses and the tax provision[163]. - The company continues to evaluate steps to remediate the identified material weakness in internal controls, which could impact investor confidence and stock price[164]. - The company is not required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting as long as it remains an emerging growth company[161]. - Compliance with laws and regulations may be difficult and costly, potentially affecting the ability to complete initial business combinations[222]. Management and Governance - The company has four executive officers who will devote necessary time to affairs until the initial business combination is completed[114]. - Conflicts of interest may arise as executive officers and directors allocate their time between the company's affairs and other business endeavors[207]. - Directors and officers may have financial interests that conflict with those of public stockholders, particularly regarding the selection of target businesses[215]. - The company may not maintain control of a target business post-combination, potentially affecting operational success[217]. - The company may pursue acquisition opportunities outside of its management's expertise, which could lead to inadequate risk assessment and potential value reduction for stockholders[154]. Financial Projections and Future Outlook - The company has incurred and expects to continue incurring costs related to its financing and acquisition plans, which may affect its liquidity[165]. - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern[165]. - If the company fails to complete its initial business combination within 24 months, it may be forced to liquidate, impacting investor returns[220]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and stockholder value[179].

Financial Performance - The Company had a net income of approximately $48,000 for the three months ended September 30, 2023, with $1.5 million from investments held in the Trust Account, offset by $1.1 million in operating expenses and $0.3 million in income tax expenses [136]. - For the nine months ended September 30, 2023, the Company reported a net income of approximately $1.2 million, consisting of $7.7 million from investments and a reversal of transaction costs of $0.2 million, offset by $5.3 million in operating expenses and $1.4 million in income tax expenses [137]. - The Company incurred approximately $5.0 million in general and administrative expenses for the nine months ended September 30, 2023 [137]. - The Company has not generated any operating revenues since inception and relies on non-operating income from the Trust Account [135]. Trust Account and Liquidity - As of September 30, 2023, the balance in the Trust Account was approximately $113,045,191 after the redemption of 18,141,822 shares of Class A common stock at a redemption price of approximately $10.37 per share, totaling approximately $188,132,132 [127]. - The Company’s liquidity needs have been met through a capital contribution of $25,000 from the Sponsor and a related party loan of approximately $115,000, which has been repaid [129]. - The Company faces substantial doubt about its ability to continue as a going concern due to liquidity needs and the mandatory liquidation requirement [131]. Business Combination and Agreements - The Company intends to complete a Business Combination before the mandatory liquidation date of December 14, 2023, which may be extended [130]. - The Company has deposited $300,000 into the Trust Account on multiple occasions since June 15, 2023, as part of the agreement to extend the deadline for completing a Business Combination [128]. - The merger agreement with Montana Technologies LLC involves an aggregate consideration of approximately $421.9 million, payable in newly issued shares of the Combined Company [146][147]. - The Proposed Transactions are expected to close in the fourth quarter of 2023, pending stockholder approval and customary closing conditions [151]. - The Sponsor Support Agreement includes provisions for voting in favor of the Proposed Transactions and waiving certain redemption rights [152]. Compensation and Shareholder Agreements - Equity holders of Montana may receive additional Earnout Shares valued at up to $200 million, contingent upon achieving an Annualized EBITDA exceeding $150 million from new production capacity [148][149]. - The maximum value of Earnout Shares is capped at $200 million, with the ability to receive them expiring five years after the Closing [149]. - The Company will provide competitive compensation and equity awards to key personnel post-merger to ensure continued involvement in technology development [150]. - The Company has agreed to pay affiliates of its Sponsor $20,000 per month for administrative support services until the completion of the initial Business Combination [145]. Accounting and Reporting - The Company accounts for Class A common stock subject to possible redemption as temporary equity, reflecting changes in redemption value immediately [162]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [168]. - Diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022 [165]. - The company does not anticipate any material effects from recently issued accounting pronouncements if adopted [166]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [169]. - The company has two classes of shares, Class A and Class B, with income and losses shared pro rata [164]. - The exercise of Public Warrants and Private Placement Warrants is contingent upon future events and is considered anti-dilutive [165]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [170]. Deferred Fees - BofA waived its entitlement to a portion of the Deferred Discount, resulting in a reduction of deferred underwriting fees by $4,025,000, with the outstanding deferred fee payable now approximately $6.0 million [143]. Investment Restrictions - The Investment Agreement with CATL Parties restricts them from acquiring more than 9.8% of the Post-Combination Company and requires divestment if this limit is exceeded [154].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41151 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 86-2962208 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Former name or former address, if changed since last report) Chicago, IL 60654 (Address of principal executive offices) (Zip Code) (312) 262-5642 (Registr ...

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41151 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 86-29 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41151 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 86-2962208 ...

PART I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The blank check company reported a net loss of approximately $426,000 for Q1 2022, with total assets slightly decreasing to $292.6 million, primarily in its Trust Account [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets slightly decreased to $292.6 million as of March 31, 2022, with $290.4 million in the Trust Account, while total liabilities decreased to $11.0 million Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,627,069 | $2,844,602 | | Investments held in Trust Account | $290,403,502 | $290,375,895 | | **Total Assets** | **$292,601,445** | **$293,834,469** | | **Liabilities** | | | | Total current liabilities | $903,425 | $1,710,660 | | Deferred underwriting commissions | $10,062,500 | $10,062,500 | | **Total Liabilities** | **$10,965,925** | **$11,773,160** | | Class A common stock subject to possible redemption | $290,375,000 | $290,375,000 | | **Total stockholders' deficit** | **($8,739,480)** | **($8,313,691)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported a net loss of $425,789 for Q1 2022, primarily due to operating expenses, partially offset by Trust Account income Statement of Operations (Unaudited) | Item | Three Months Ended March 31, 2022 | | :--- | :--- | | General and administrative expenses | $343,396 | | General and administrative expenses - related party | $60,000 | | Franchise tax expenses | $50,000 | | **Loss from operations** | **($453,396)** | | Income from investments held in Trust Account | $27,607 | | **Net loss** | **($425,789)** | | Basic and diluted net loss per share, Class A | ($0.01) | | Basic and diluted net loss per share, Class B | ($0.01) | [Unaudited Condensed Statements of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficit%29) The total stockholders' deficit increased to $(8,739,480) as of March 31, 2022, solely due to the net loss incurred during the quarter - The total stockholders' deficit increased by **$425,789** during the three months ended March 31, 2022, moving from **$(8,313,691)** to **$(8,739,480)**. This increase was solely due to the net loss incurred during the quarter[15](index=15&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was approximately **$1.22 million** for Q1 2022, decreasing the cash balance to **$1.63 million** Cash Flow Summary (Unaudited) | Item | Three Months Ended March 31, 2022 | | :--- | :--- | | Net loss | ($425,789) | | **Net cash used in operating activities** | **($1,217,533)** | | Cash - beginning of the period | $2,844,602 | | **Cash - end of the period** | **$1,627,069** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's blank check status, December 2021 IPO raising **$287.5 million**, **$290.4 million** placed in Trust Account, and the June 14, 2023 deadline for a business combination - The company is a blank check company formed for the purpose of effecting a business combination. It has not commenced any operations and all activity relates to its formation and IPO[22](index=22&type=chunk)[23](index=23&type=chunk) - On December 14, 2021, the company consummated its IPO of **28,750,000 units** at **$10.00 per unit**, generating gross proceeds of **$287.5 million**[24](index=24&type=chunk) - Approximately **$290.4 million** of net proceeds from the IPO and private placement were placed in a Trust Account[26](index=26&type=chunk) - The company has until **June 14, 2023** (18 months from the IPO closing) to complete an initial Business Combination, with an option to extend for up to two additional three-month periods[31](index=31&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, Q1 2022 net loss of **$426,000**, and substantial doubt about its going concern ability without a business combination by June 14, 2023 - The company is a blank check company formed to effect a business combination and has not generated any operating revenues since inception[97](index=97&type=chunk)[107](index=107&type=chunk) - The company has until **June 14, 2023** (18 months from IPO) to complete a business combination, with an option for two three-month extensions[102](index=102&type=chunk) - Management has concluded that there is substantial doubt about the company's ability to continue as a going concern due to its liquidity needs and reliance on completing a business combination[105](index=105&type=chunk) Q1 2022 Results of Operations | Item | Three Months Ended March 31, 2022 | | :--- | :--- | | Operating Expenses | $453,000 | | Income from Trust Account | $28,000 | | **Net Loss** | **$426,000** | [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[128](index=128&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of **March 31, 2022**[130](index=130&type=chunk) - No changes occurred in the company's internal control over financial reporting during the first quarter of 2022 that have materially affected, or are reasonably likely to materially affect, its internal controls[131](index=131&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - There are no legal proceedings[133](index=133&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred from the risk factors previously disclosed in the Annual Report on Form 10-K - No material changes have occurred from the risk factors disclosed in the company's Annual Report on Form 10-K[133](index=133&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Details the issuance of founder shares, IPO of **28,750,000 units** generating **$287.5 million**, and private placement of **11,125,000 warrants** generating **$11.125 million** - In **March 2021**, the sponsor paid **$25,000** for **7,187,500 shares** of Class B common stock (founder shares), after accounting for a stock dividend[134](index=134&type=chunk) - The IPO of **28,750,000 units** at **$10.00 per unit** generated gross proceeds of **$287,500,000**[136](index=136&type=chunk) - A private placement of **11,125,000 warrants** at **$1.00 per warrant** generated total proceeds of **$11,125,000**, which were added to the trust account[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - None[139](index=139&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[140](index=140&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - None[141](index=141&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) The report includes required CEO and CFO certifications under Sarbanes-Oxley Act and Inline XBRL data files - Exhibits filed include CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act[142](index=142&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation) were also filed as part of the report[142](index=142&type=chunk) Signatures [Signatures](index=30&type=section&id=Signatures) The report was signed on **May 9, 2022**, by Patrick C. Eilers, CEO and Director of Power & Digital Infrastructure Acquisition II Corp - The report is signed by Patrick C. Eilers, Chief Executive Officer and Director, on behalf of the registrant[145](index=145&type=chunk)[146](index=146&type=chunk) - The date of the signature is **May 9, 2022**[146](index=146&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 Identification No.) (State or other jurisdiction ...