Power & Digital Infrastructure Acquisition II (XPDB) - 2022 Q1 - Quarterly Report

PART I Financial Statements 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 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 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) 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] Unaudited Condensed Statements of Cash Flows 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 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][23] - 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] - Approximately $290.4 million of net proceeds from the IPO and private placement were placed in a Trust Account[26] - 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] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][107] - 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] - 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] 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 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] Controls and Procedures 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] - 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] PART II. OTHER INFORMATION Legal Proceedings The company has no legal proceedings to report - There are no legal proceedings[133] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - The IPO of 28,750,000 units at $10.00 per unit generated gross proceeds of $287,500,000[136] - 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] Defaults Upon Senior Securities The company has no defaults upon senior securities to report - None[139] Mine Safety Disclosures This item is not applicable to the company - Not applicable[140] Other Information The company has no other information to report - None[141] Exhibits 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] - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation) were also filed as part of the report[142] Signatures 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][146] - The date of the signature is May 9, 2022[146]