Financial Performance - For the three months ended June 30, 2023, the Company reported a net loss of approximately $0.2 million, with operating expenses of approximately $2.8 million and income from investments held in the Trust Account of approximately $3.1 million[128]. - For the six months ended June 30, 2023, the Company achieved a net income of approximately $1.1 million, driven by approximately $6.3 million in income from investments held in the Trust Account[129]. - The Company has incurred approximately $4.2 million in operating expenses for the six months ended June 30, 2023, which included approximately $4.0 million in general and administrative expenses[129]. - The Company has not generated any operating revenues to date and relies on investment income from the Trust Account[127]. IPO and Trust Account - 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 $10.00 per unit[114]. - As of June 30, 2023, the balance in the Trust Account was approximately $110,058,882 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 $188.1 million[119]. - The Company has raised additional funds of $300,000 per month into the Trust Account starting June 15, 2023, to support ongoing operations[120]. Business Combination - The Company intends to complete a Business Combination before the mandatory liquidation date of December 14, 2023, with the possibility of extending this date[118]. - The Proposed Transactions involve a merger with Montana Technologies LLC, with equity holders of Montana receiving approximately $421.9 million in aggregate consideration, including newly issued shares of Class A common stock valued at $10.00 per share[138]. - Following the merger, the Company will be renamed "Montana Technologies Corporation" and is expected to close in the fourth quarter of 2023, pending stockholder approval[139]. - The Sponsor Support Agreement includes provisions for the Sponsor to vote in favor of the Proposed Transactions and waive certain redemption rights, with 1,380,736 shares subject to an earnout based on performance[140][141]. - The maximum value of Earnout Shares for Montana's equity holders is capped at $200 million, contingent upon achieving specific production capacity and EBITDA milestones[138]. Going Concern and Liquidity - The Company has substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements due to liquidity needs[122][123]. - The Company has agreed to pay affiliates of its Sponsor a total of $20,000 per month for office space and administrative support services, ceasing these payments upon the completion of its initial Business Combination or liquidation[136]. Accounting and Reporting - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[152]. - The Company has identified critical accounting policies that may materially affect reported amounts, including the classification of derivative instruments and common stock subject to possible redemption[143][146]. - The calculation of diluted net (loss) income per share does not include the effect of warrants, resulting in diluted net (loss) income per share being the same as basic net (loss) income per share for the periods ended June 30, 2023, and 2022[149]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years following its IPO[153]. Underwriting and Fees - The underwriter received an underwriting discount of approximately $5.3 million and an additional deferred fee of approximately $10.1 million, which will be payable only upon the completion of an initial Business Combination[133][134]. - The Company does not have any off-balance sheet arrangements or contractual obligations as of June 30, 2023[151].
Power & Digital Infrastructure Acquisition II (XPDB) - 2023 Q2 - Quarterly Report