0000902664-23-001688.txt : 20230214 0000902664-23-001688.hdr.sgml : 20230214 20230214094019 ACCESSION NUMBER: 0000902664-23-001688 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Power & Digital Infrastructure Acquisition II Corp. CENTRAL INDEX KEY: 0001855474 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93201 FILM NUMBER: 23623544 BUSINESS ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-374-6932 MAIL ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL WACE, LLP CENTRAL INDEX KEY: 0001318757 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: GEORGE HOUSE STREET 2: 131 SLOANE STREET CITY: LONDON STATE: X0 ZIP: SW1X 9AT BUSINESS PHONE: 44-207-316-2251 MAIL ADDRESS: STREET 1: GEORGE HOUSE STREET 2: 131 SLOANE STREET CITY: LONDON STATE: X0 ZIP: SW1X 9AT FORMER COMPANY: FORMER CONFORMED NAME: Marshall Wace LLP DATE OF NAME CHANGE: 20050223 SC 13G 1 p23-0172sc13g.htm POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

Power & Digital Infrastructure Acquisition II Corp.

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

73919C100

(CUSIP Number)
 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 73919C10013GPage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Marshall Wace LLP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,485,458

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,485,458

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,485,458

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.17%

12

TYPE OF REPORTING PERSON

IA, PN

         

 

 

 

 

CUSIP No. 73919C10013GPage 3 of 6 Pages

 

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 321 North Clark Street, Suite 2440, Chicago, IL 60654.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:

 

  Marshall Wace LLP, a limited liability partnership formed in England (the "Investment Manager" or, the "Reporting Person"), with respect to the shares of Class A Common Stock (defined in Item 2(d) below) directly held by certain funds and accounts (the "MW Funds") to which it acts as investment manager.
   
  The Investment Manager acts as investment manager to the MW Funds.  The Investment Manager has delegated certain authority for US operations and trading to Marshall Wace North America L.P., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.  
   
  The filing of this statement should not be construed as an admission that any of the foregoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the business office of the Investment Manager is George House, 131 Sloane Street, London, SW1X 9AT, UK.

 

Item 2(c). CITIZENSHIP:
   
  The Investment Manager is a limited liability partnership formed in England.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A common stock, par value $0.0001 per share (the "Class A Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  73919C100

 

CUSIP No. 73919C10013GPage 4 of 6 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) x Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: The Investment Manager is an investment manager, authorized and regulated by the Financial Conduct Authority in the United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above.

 

Item 4. OWNERSHIP:
   
  The percentages set forth herein are calculated based upon 28,750,000 shares of Class A Common Stock outstanding as of November 9, 2022, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2022 filed with the Securities and Exchange Commission on November 9, 2022.
   
  The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page hereto and is incorporated herein by reference for the Reporting Person.

 

CUSIP No. 73919C10013GPage 5 of 6 Pages

  

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
   
  See Item 2(a).

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP:
   
  Not applicable.

 

Item 10. CERTIFICATION:
   
  The Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect and (ii) the foreign regulatory scheme applicable to the Reporting Person is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. The Reporting Person also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

 

 

CUSIP No. 73919C10013GPage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2023

 

MARSHALL WACE LLP  
   
   
By: /s/ Jon May  
Name: Jon May  
Title: General Counsel