UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of Each Class Trading Symbol Name of Each Exchange On Which Registered Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant XPDBU The Nasdaq Stock Market LLC Class A common stock included as part of the units XPDB The Nasdaq Stock Market LLC Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an e ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41151 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) | --- | --- | |--- ...

Part I [Business](index=7&type=section&id=Item%201.%20Business.) Power & Digital Infrastructure Acquisition II Corp. is a SPAC formed to acquire businesses in North American power and digital infrastructure sectors within a set timeframe - The company is a **blank check company (SPAC)** formed to effect a merger or similar business combination[11](index=11&type=chunk) Initial Public Offering (IPO) and Private Placement Details | Item | Details | | :--- | :--- | | **IPO Date** | December 14, 2021 | | **Units Offered** | 28,750,000 units (including over-allotment) | | **Unit Price** | $10.00 | | **Gross Proceeds (IPO)** | $287,500,000 | | **Private Placement Warrants** | 11,125,000 warrants | | **Warrant Price** | $1.00 | | **Gross Proceeds (Warrants)** | $11,125,000 | - The business strategy focuses on merging with North American power and digital infrastructure companies, including renewable energy and data centers[18](index=18&type=chunk) - The company has 18 months from IPO to complete a business combination, extendable by two three-month periods with sponsor funding[84](index=84&type=chunk) - Failure to complete a business combination within the timeframe will result in cessation of operations and liquidation[85](index=85&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) Significant risks include lack of operating history, deadline pressure, conflicts of interest, liquidation risk, and internal control weaknesses - As a recently incorporated company with no operating history, there is no basis for investors to evaluate its business objective[109](index=109&type=chunk)[110](index=110&type=chunk) - The 18-24 month deadline for a business combination may grant targets leverage and limit due diligence[123](index=123&type=chunk) - A material weakness in internal control over financial reporting was identified as of December 31, 2022, regarding accrued expenses[184](index=184&type=chunk)[185](index=185&type=chunk) - The independent auditor's report expresses substantial doubt about the company's ability to continue as a **going concern** due to liquidity and liquidation deadlines[187](index=187&type=chunk) - The Inflation Reduction Act of 2022's 1% excise tax on stock repurchases may reduce cash available for redemptions[273](index=273&type=chunk) - Conflicts of interest may arise as sponsor and management could profit from a business combination despite public stockholder losses[263](index=263&type=chunk)[265](index=265&type=chunk) [Unresolved Staff Comments](index=71&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[335](index=335&type=chunk) [Properties](index=71&type=section&id=Item%202.%20Properties) The company does not own real estate, with executive offices leased from a sponsor affiliate - The company's executive offices are located in Chicago, with a **$20,000 per month** fee paid to a sponsor affiliate for space and services[100](index=100&type=chunk)[336](index=336&type=chunk) [Legal Proceedings](index=71&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not presently party to any material legal proceedings[337](index=337&type=chunk) [Mine Safety Disclosures](index=71&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[338](index=338&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=72&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Details the company's Nasdaq-listed securities, dividend policy, and initial founder share and private placement transactions - The company's units, Class A common stock, and warrants trade on Nasdaq under the symbols **'XPDBU'**, **'XPDB'**, and **'XPDBW'** respectively[340](index=340&type=chunk) - The company has not paid and does not intend to pay dividends in the foreseeable future[342](index=342&type=chunk) - In March 2021, the sponsor acquired **7,187,500** Class B founder shares for **$25,000**[344](index=344&type=chunk) [[Reserved]](index=73&type=section&id=Item%206.%20%5BReserved.%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=73&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) MD&A discusses the company's pre-combination SPAC status, financial results, liquidity challenges, and going concern qualification Results of Operations | Period | Net Income / (Loss) | Key Driver | | :--- | :--- | :--- | | **Year Ended Dec 31, 2022** | $2.0 million | $4.2 million in income from investments held in Trust Account. | | **Inception to Dec 31, 2021** | ($544,000) | Operating and franchise tax expenses. | - Management determined liquidity needs and liquidation deadline raise substantial doubt about the company's ability to continue as a **going concern**[362](index=362&type=chunk)[530](index=530&type=chunk) - Critical accounting policies include classifying Class A common stock subject to redemption as temporary equity[378](index=378&type=chunk) - The company pays a sponsor affiliate **$20,000 per month** for office space and administrative support[373](index=373&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=79&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, the company is exempt from providing market risk disclosures - The company is a smaller reporting company and is not required to provide this information[386](index=386&type=chunk) [Financial Statements and Supplementary Data](index=79&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section incorporates the company's audited financial statements and supplementary data by reference - This section refers to the financial statements appearing after Item 15 of the Annual Report[386](index=386&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=79&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports no changes or disagreements with its accountants on financial disclosure - None reported[387](index=387&type=chunk) [Controls and Procedures](index=80&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded disclosure controls were ineffective due to a material weakness in internal control, leading to financial statement restatements - Disclosure controls and procedures were concluded to be **not effective** as of December 31, 2022[390](index=390&type=chunk) - Ineffectiveness stemmed from a material weakness overstating legal expenses and accounts payable by **$87,187**, leading to Q2 and Q3 2022 interim financial statement restatements[390](index=390&type=chunk) - Management plans to remediate the weakness by enhancing review processes and improving communication[395](index=395&type=chunk) [Other Information](index=81&type=section&id=Item%209B.%20Other%20Information.) This item is not applicable - Not applicable[396](index=396&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=81&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable - Not applicable[396](index=396&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=81&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) Provides biographies of directors and officers, details board structure, committee composition, and discloses potential conflicts of interest - The board of directors is classified into three classes, with directors serving three-year terms[411](index=411&type=chunk) - Messrs. Dabbar, Gaynor, and Widham are determined to be independent directors[415](index=415&type=chunk) - The company established Audit, Compensation, and Corporate Governance committees, all composed of independent directors[420](index=420&type=chunk)[421](index=421&type=chunk)[426](index=426&type=chunk)[432](index=432&type=chunk) - A Code of Ethics applicable to directors, officers, and employees has been adopted[437](index=437&type=chunk) - Potential conflicts of interest are disclosed due to officers' and directors' obligations to other entities, including other SPACs[439](index=439&type=chunk)[441](index=441&type=chunk) [Executive Compensation](index=91&type=section&id=Item%2011.%20Executive%20Compensation.) No cash compensation paid to executive officers or directors; sponsor affiliate reimbursed for office and administrative support - No cash compensation has been paid to executive officers or directors for services rendered[454](index=454&type=chunk) - The company pays **$20,000 per month** to a sponsor affiliate for office space and administrative support[454](index=454&type=chunk) - The sponsor, executive officers, and directors are reimbursed for out-of-pocket expenses related to identifying target businesses[454](index=454&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=92&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) Details beneficial ownership of common stock, including sponsor control of founder shares and significant institutional investors Beneficial Ownership of Common Stock (as of Dec 31, 2022) | Holder | Class B Shares Owned | % of Outstanding Common Stock | | :--- | :--- | :--- | | **XPDI Sponsor II LLC** | 7,097,500 | 19.7% | | **All officers and directors as a group** | 7,187,500 | 20.0% | | **Aristeia Capital, L.L.C.** | 2,160,000 (Class A) | 6.01% | | **Blackrock, Inc.** | 2,462,280 (Class A) | 8.5% | [Certain Relationships and Related Transactions, and Director Independence](index=94&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) Describes related party transactions, including sponsor's founder share and warrant purchases, administrative fees, and a repaid IPO loan - The sponsor purchased **7,187,500** Class B founder shares for **$25,000**[465](index=465&type=chunk) - The sponsor and anchor investors purchased **11,125,000** private placement warrants for **$11,125,000**[467](index=467&type=chunk) - The company pays a sponsor affiliate **$20,000 per month** for office space and administrative support[471](index=471&type=chunk) - The sponsor provided a loan of up to **$300,000** for IPO expenses, fully repaid in December 2021[476](index=476&type=chunk) - The sponsor may provide up to **$1.5 million** in working capital loans, convertible into warrants[477](index=477&type=chunk) [Principal Accounting Fees and Services](index=97&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) Details accounting fees paid to Marcum LLP, primarily audit fees for fiscal year 2022 and the inception period Accounting Fees Paid to Marcum LLP | Fee Category | FY 2022 | Inception to FY 2021 | | :--- | :--- | :--- | | **Audit Fees** | $80,000 | $62,000 | | **Audit-Related Fees** | $0 | $0 | | **Tax Fees** | $0 | $0 | | **All Other Fees** | $0 | $0 | Part IV [Exhibits and Financial Statement Schedules](index=98&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) Lists documents filed as part of the Annual Report, including financial statement index and various exhibits - Provides an index to the financial statements, beginning on page F-1 of the report[487](index=487&type=chunk) - Lists all exhibits filed with the report, including corporate governance and related-party agreements[488](index=488&type=chunk) [Form 10-K Summary](index=99&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[489](index=489&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=102&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Auditor's report confirms fair presentation but expresses substantial doubt about the company's **going concern** ability - The auditor's report expresses substantial doubt about the Company's ability to continue as a **going concern**[496](index=496&type=chunk) - Financial statements are management's responsibility, with the auditor's role to express an opinion based on the audit[497](index=497&type=chunk) [Financial Statements](index=103&type=section&id=Financial%20Statements) Details the company's financial position, including **$296.0 million** in total assets, a **$9.2 million** stockholders' deficit, and **$2.0 million** net income Balance Sheet Summary (as of Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | **Total Assets** | **$295,968,237** | | *Investments held in Trust Account* | $294,395,846 | | **Total Liabilities** | **$11,864,944** | | *Deferred underwriting commissions* | $10,062,500 | | **Class A Common Stock Subject to Possible Redemption** | $293,293,429 | | **Total Stockholders' Deficit** | **($9,190,136)** | Statement of Operations Summary (Year Ended Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | Loss from operations | ($1,343,153) | | Income from investments held in Trust Account | $4,187,504 | | Income tax expense | ($802,367) | | **Net income** | **$2,041,984** | - The company has until **June 14, 2023**, to complete a business combination, with options to extend up to **24 months**[521](index=521&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41151 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (312) 262-5642 (Registrant's telephone number, including area code) Not Ap ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41151 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 86-296220 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 Identification No.) (State or other jurisdiction ...