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, 2023 ☐ 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) | --- | --- | --- | |-----------------------------------------|----------------------------- ...

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 September 30, 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) Delaware 86-29 ...

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 ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's unaudited financial statements, management's analysis, market risk disclosures, and internal controls [Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents the company's unaudited financial position, operations, equity changes, and cash flows as of March 31, 2023 [Condensed Balance Sheets](index=4&type=section&id=CONDENSED%20BALANCE%20SHEETS) This section provides a summary of the company's financial position, detailing assets, liabilities, and equity as of March 31, 2023 Condensed Balance Sheet Summary (in USD) | Metric | March 31, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,122,452 | $1,287,986 | | Investments held in Trust Account | $297,519,738 | $294,395,846 | | **Total Assets** | **$298,920,094** | **$295,968,237** | | **Liabilities & Equity** | | | | Total Liabilities | $13,515,352 | $11,864,944 | | Class A common stock subject to possible redemption | $295,942,581 | $293,293,429 | | Total stockholders' deficit | ($10,537,839) | ($9,190,136) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=UNAUDITED%20CONDENSED%20STATEMENTS%20OF%20OPERATIONS) This section presents the company's unaudited financial performance, including net income and loss from operations for the three months ended March 31 Condensed Statement of Operations (in USD, for the three months ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Loss from operations | ($1,397,704) | ($453,396) | | Income from investments held in Trust Account | $3,123,892 | $27,607 | | **Net income (loss)** | **$1,301,449** | **($425,789)** | | Basic and diluted net income (loss) per share, Class A | $0.04 | ($0.01) | [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=UNAUDITED%20CONDENSED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20DEFICIT) This section details the changes in the company's stockholders' deficit, highlighting the impact of redemption value and net income - The total stockholders' deficit increased from **$(9.2) million** at the end of 2022 to **$(10.5) million** as of March 31, 2023. This change was primarily driven by a **$2.6 million** increase in the redemption value of Class A common stock, partially offset by a **net income of $1.3 million**[11](index=11&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=UNAUDITED%20CONDENSED%20STATEMENTS%20OF%20CASH%20FLOWS) This section outlines the company's cash inflows and outflows, focusing on operating activities for the three months ended March 31 Condensed Statement of Cash Flows (in USD, for the three months ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($165,534) | ($1,217,533) | | Net decrease in cash | ($165,534) | ($1,217,533) | | Cash - beginning of the period | $1,287,986 | $2,844,602 | | **Cash - end of the period** | **$1,122,452** | **$1,627,069** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20FINANCIAL%20STATEMENTS) This section provides critical context on the company's nature as a blank check entity, its IPO, business combination deadlines, going concern uncertainty, and tax implications - The company is a blank check company formed to effect a business combination and has not commenced any operations. Its initial public offering in December 2021 raised gross proceeds of **$287.5 million**[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) - The company has until **June 14, 2023** (the Combination Period) to complete an initial business combination, with an option to extend this period. On May 5, 2023, the company filed a preliminary proxy statement to extend the deadline to **December 14, 2023**, and potentially further to **March 14, 2024**[24](index=24&type=chunk)[25](index=25&type=chunk) - Management has determined that the company's liquidity needs and the mandatory liquidation requirement raise **substantial doubt about its ability to continue as a going concern**. The financial statements do not include any adjustments related to this uncertainty[33](index=33&type=chunk)[34](index=34&type=chunk) - The company is subject to a new **1% U.S. federal excise tax on stock repurchases** effective January 1, 2023, which may apply to share redemptions in connection with a business combination or extension vote, potentially reducing cash available[36](index=36&type=chunk) - Deferred underwriting commissions of approximately **$10.1 million** are payable to underwriters from the Trust Account only upon the completion of a Business Combination[75](index=75&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, liquidity, and critical accounting policies, highlighting its blank check nature and going concern uncertainty - The company is a blank check company formed to effect a business combination, having consummated its IPO of **28,750,000 units** in December 2021, generating gross proceeds of **$287.5 million**[97](index=97&type=chunk)[98](index=98&type=chunk) Results of Operations Comparison (For the three months ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net income (loss) | ~$1.3 million | ~($426,000) | | Income from investments in trust account | ~$3.1 million | ~$28,000 | | Operating expenses | ~$1.4 million | ~$453,000 | - Management has concluded there is **substantial doubt about the company's ability to continue as a going concern** due to liquidity needs and the mandatory liquidation requirement if a business combination is not completed by the deadline (currently **June 14, 2023**)[105](index=105&type=chunk) - The company has agreed to pay affiliates of its sponsor **$20,000 per month** for office space and administrative support services until a business combination or liquidation occurs[116](index=116&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures regarding market risk - The company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[128](index=128&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2023, due to a material weakness in accounting for expenses and tax provision - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2023[130](index=130&type=chunk) - A **material weakness** was identified in internal control over financial reporting related to accounting for accrued general and administrative expenses and the company's tax provision[130](index=130&type=chunk) - No changes were made to the company's internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[131](index=131&type=chunk) [PART II - OTHER INFORMATION](index=33&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and other disclosures relevant to the company's operations [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are **no legal proceedings** to report[133](index=133&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) This section outlines key risks, including regulatory changes affecting SPACs, new excise taxes on stock repurchases, and identified material weaknesses in internal controls - Proposed SEC rules for SPACs, if adopted, may materially increase the **costs and time required to complete an initial Business Combination**[136](index=136&type=chunk) - The Inflation Reduction Act of 2022 imposes a **1% excise tax on stock repurchases**, which may apply to redemptions in connection with a Business Combination and could reduce available cash[137](index=137&type=chunk) - A **material weakness in internal control over financial reporting** was identified as of March 31, 2023, relating to the accounting for accrued general and administrative expenses[138](index=138&type=chunk)[139](index=139&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the issuance of unregistered equity securities and the allocation of proceeds from the IPO and private placement - The sponsor acquired **7,187,500 shares of Class B common stock** for **$25,000** to cover certain offering costs[140](index=140&type=chunk) - Simultaneously with the IPO, the company sold **11,125,000 private placement warrants** at **$1.00 per warrant**, generating total proceeds of **$11,125,000**[143](index=143&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None**[144](index=144&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not applicable**[144](index=144&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None**[144](index=144&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents - The exhibits include **certifications from the Chief Executive Officer and Chief Financial Officer** as required by Sections 302 and 906 of the Sarbanes-Oxley Act[146](index=146&type=chunk) - Inline XBRL files are included as exhibits for **interactive data purposes**[146](index=146&type=chunk)

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 ...