Filing Details

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

  Names of Reporting Persons

  XPDI Sponsor LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

      Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  11,965,834⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,965,834⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,965,834⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  3.7%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents (i) 6,952,500 shares of common stock (Common Shares) and (ii) Common Shares issuable in respect of 5,013,334 private placement warrants to purchase Common Shares on a one-for-one basis (Private Placement Warrants).

Calculated based on (i) 317,279,900 Common Shares issued and outstanding as reported on the Issuers Form S-1, filed on February 9, 2022, and (ii) 5,013,334 Common Shares issuable in respect of the Private Placement Warrants held by the Reporting Person.

Name of Issuer

Address of the Issuers Principal Executive Offices

Names of Persons Filing

Address of the Principal Business Office, or if none, Residence:

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Ownership

Amount beneficially owned: See response to Item 9 on cover page.

Percent of Class: See response to Item 11 on cover page.

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group