XPDI $14.75 Million Securities Class Action Settlement

Investors who held Power & Digital Infrastructure Acquisition Corp. Class A common stock as of Jan. 14, 2022, at 5 p.m. Eastern time and did not redeem their shares in connection with the merger with Core Scientific Inc. may be eligible to receive a cash payment from a class action settlement.

XPDI and named defendants agreed to pay $14.75 million to settle a class action lawsuit. The suit alleged that XPDI’s leaders breached their fiduciary duties regarding the merger with Core Scientific.

Who are the class members?

The settlement class includes investors who meet all of the following criteria:

• They held XPDI Class A common stock as of Jan. 14, 2022, at 5 p.m. Eastern time.
• They continued holding those shares through Jan. 20, 2022.
• They did not submit their shares for redemption in connection with the merger.

The class also includes:

• Individuals or entities who held XPDI Class A common stock through a broker, bank or other nominee provided the shares were not redeemed
• Successors-in-interest who obtained shares by operation of law (such as inheritance or divorce)

How much is the XPDI payout?

The total settlement fund is $14,750,000. Class members will receive payments based on several factors:

• The number of eligible shares held immediately after the redemption deadline (Jan. 14, 2022, at 5 p.m. Eastern time) that they did not submit for redemption
• The total number of eligible shares held by all class members
• Court-approved deductions for fees, expenses, taxes and settlement administration costs

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation.

• Only shares held immediately after the redemption deadline and not redeemed are eligible to receive a payment.
• Shares redeemed in connection with the merger or acquired after the redemption deadline are not eligible for a distribution.
• The settlement administrator will reduce payments on a pro rata basis if the total amount payable to all eligible shares exceeds the fund.

How to claim a settlement payment

Class members do not need to submit a claim form to receive a payment. The settlement administrator will distribute funds to class members. Individuals whose shares were held in a brokerage account will receive settlement payment into the same account.

For shares held in brokerage or nominee accounts, the settlement administrator will make payments through the Depository Trust Co. to the applicable broker or nominee.

$14.75 million settlement fund

The $14,750,000 settlement fund includes:

• Settlement administration costs: Amount not specified
• Attorneys’ fees and expenses: Up to $2,950,000
• Service award to named plaintiff: Up to $2,500
• Payments to eligible class members: Remainder of the fund

Important date

• Fairness hearing: March 17, 2026

When is the XPDI class action settlement payout date?

The settlement administrator will issue payments to eligible class members after the court resolves any appeals and grants final approval to the settlement. 

Why is there a class action settlement?

The lawsuit alleged that XPDI’s directors, officers and controllers breached their fiduciary duties during the merger with Core Scientific Inc. The complaint claimed the proxy statement contained material misstatements and omissions about business prospects and stakeholder interests, depriving stockholders of the ability to make a fully informed decision.

XPDI and the named defendants deny all allegations of wrongdoing and liability but agreed to settle to avoid the risks, costs and delays of further litigation.

Sources

1. Class notice
2. Stipulation and agreement of settlement