IPO and Financial Overview - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[120]. - As of March 31, 2023, the company reported a net income of approximately $1.3 million, driven by $3.1 million in investment income, offset by $1.4 million in operating expenses[133]. - The company incurred operating expenses of approximately $1.4 million for the three months ended March 31, 2023, which included $1.3 million in general and administrative expenses[133]. - The company had a net loss of approximately $426,000 for the three months ended March 31, 2022, with operating expenses of $453,000[134]. Business Combination and Liquidity - The company has until June 14, 2023, to complete its initial Business Combination, with the possibility of extending this period by up to nine months[124]. - The company has raised substantial doubt about its ability to continue as a going concern, with liquidity needs and mandatory liquidation considerations[127][128]. - The company has deposited approximately $290.4 million into a segregated trust account, which is invested in U.S. government securities[122]. - The company is subject to a new 1% excise tax on stock repurchases effective January 1, 2023, which may impact cash available for Business Combinations[131]. Share Structure and Accounting - The company has two classes of shares: Class A common stock and Class B common stock, with net loss per common share calculated by dividing the net loss by the weighted average shares outstanding[145]. - The company has issued a total of 25,500,000 warrants for Class A common stock, which are not included in the diluted net income (loss) per share calculation due to their anti-dilutive nature[146]. - All outstanding shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders' equity section[143]. - The company recognizes changes in the redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of the reporting period[144]. Administrative and Reporting Matters - The company has agreed to pay $20,000 per month for administrative support services starting December 9, 2021[139]. - The underwriter received an underwriting discount of approximately $5.3 million on the IPO, with an additional deferred fee of approximately $10.1 million payable upon completion of an initial Business Combination[136][137]. - As of March 31, 2023, the company reported no off-balance sheet arrangements or contractual obligations[149]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[150]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks[141]. - The classification of derivative instruments is reassessed at the end of each reporting period[142]. - The company does not believe that any recently issued accounting pronouncements will have a material effect on its condensed balance sheets[148]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[151].

IPO and Financing - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at an offering price of $10.00 per unit[23]. - The private placement of 11,125,000 warrants generated total proceeds of $11.125 million, sold at $1.00 per warrant[24]. - The company has approximately $290.4 million available for business combinations after paying $10.1 million in deferred underwriting fees[42]. - The company intends to use cash from the IPO proceeds, private placements, equity, or debt for the initial business combination[44]. - The company has $290,375,000 available from its IPO and private placement warrants to complete its business combination and cover related fees and expenses[186]. Business Combination Strategy - The company aims to identify and complete an initial business combination that creates substantial long-term value for stockholders, focusing on North American targets in power and digital infrastructure[26]. - The management team has over 20 years of experience in energy and power investing, providing a significant pipeline of opportunities for initial business combinations[25]. - The acquisition strategy includes targeting businesses with sound financial performance and unique business attributes that ensure long-term profitability[32]. - The company seeks to bridge the gap between renewable energy and high-density energy consumers in the digital infrastructure industry[29]. - The company intends to acquire businesses with a fair market value of at least 80% of the assets held in the trust account at the time of signing a definitive agreement[32]. Due Diligence and Risk Management - The management team will conduct thorough due diligence on prospective target businesses to evaluate inherent risks[33]. - The management team will conduct thorough due diligence on prospective target businesses, including meetings with management and reviews of financial information[58]. - The company may need additional financing to complete the initial business combination if the transaction requires more cash than available or if a significant number of public shares are redeemed[47]. - The company may pursue business combination targets affiliated with its sponsor, officers, or directors, provided an independent opinion on fairness is obtained[51]. - The company does not intend to purchase multiple businesses in unrelated industries in conjunction with the initial business combination[54]. Redemption Rights and Shareholder Approval - A total of 10,781,251 public shares, or 37.5% of the 28,750,000 shares sold in the IPO, must be voted in favor of the initial business combination for approval[78]. - If anchor investors acquire 2,300,000 public shares and vote in favor, only 8,481,251 shares, or 29.5%, are needed for approval[78]. - Public stockholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the vote on the business combination[84]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC "penny stock" rules[74]. - Redemption rights will not apply to warrants upon completion of the initial business combination[72]. Timeframe and Extensions - The company has 18 months from the IPO closing to complete an initial business combination, with the possibility of extending this period by two additional three-month periods[90]. - If the initial business combination is not completed, public stockholders will receive a redemption price of approximately $10.20 per share if extended once, or $10.30 if extended twice, excluding interest[91]. - The company has the right to extend the period to complete its initial business combination up to 24 months without stockholder vote or redemption rights[144]. - If the company does not complete the initial business combination within the specified time frame, it will redeem public shares at a price based on the trust account balance, potentially affecting stockholder rights[100]. Competition and Market Conditions - The company may face intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[105]. - Increased competition from other special purpose acquisition companies may hinder the company's ability to complete its initial business combination[140]. - Geopolitical tensions, particularly from the invasion of Ukraine by Russia, have created volatility in global markets that could adversely affect the company's search for business combinations[196]. - The COVID-19 pandemic could materially adversely affect the company's search for a business combination and the operations of any target business[128]. Conflicts of Interest - The company may engage in business combinations with affiliated entities, which could raise potential conflicts of interest[217]. - The sponsor and executive officers may profit from business combinations even if public stockholders incur losses, creating a conflict of interest[218]. - The personal and financial interests of directors and officers may misalign with public stockholders' interests during the business combination process[219]. - Key personnel may negotiate employment agreements with a target business, potentially creating conflicts of interest[183]. Financial Reporting and Compliance - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2022, as mandated by the Sarbanes-Oxley Act[110]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2022, which could affect its ability to accurately report financial results[171]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs of completing an acquisition[169]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[111]. Operational Challenges - The company has no operating history and did not commence operations until obtaining funding through its IPO, which may affect its ability to achieve its business objectives[116]. - The company may not be able to find a suitable target business within the required timeframe, which could negatively impact its operations and financial condition[130]. - The complexity of potential business combinations may require significant operational improvements, which could delay achieving desired results[204]. - The company may face challenges in acquiring target businesses due to limited financial resources compared to competitors[141]. Shareholder Rights and Governance - Holders of Class A common stock will not have voting rights on director appointments prior to the initial business combination, limiting their influence on management decisions[201]. - The company is not required to hold an annual meeting of stockholders until one year after the first fiscal year end following its Nasdaq listing[159]. - The company may amend its charter and governing instruments to facilitate the completion of an initial business combination, requiring approval from 65% of common stockholders[176]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a majority of stockholders do not agree[174].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of approximately $781,000, driven by approximately $1.3 million in income from investments held in the trust account[127]. - For the nine months ended September 30, 2022, the company achieved a net income of approximately $309,000, with about $1.7 million from investments, offset by approximately $1.1 million in operating expenses[129]. - The company incurred approximately $1.1 million in operating expenses for the nine months ended September 30, 2022, which included general and administrative expenses and franchise tax expenses[129]. - Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period[140]. - Diluted net loss per share is the same as basic net loss per share due to the anti-dilutive effect of warrants[141]. IPO and Proceeds - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units, including over-allotment units[115]. - Approximately $290.4 million of the net proceeds from the IPO and private placement warrants were placed in a trust account, invested in U.S. government securities[117]. - The company has broad discretion in applying the net proceeds from the IPO and private placement, primarily intended for an initial Business Combination[118]. - The underwriter received an underwriting discount of approximately $5.3 million and deferred underwriting commissions of approximately $10.1 million, contingent on the completion of an initial Business Combination[132][133]. Business Combination and Timeline - The company has until June 14, 2023, to complete its initial Business Combination, with the option to extend this period by up to six months[119]. - The company is subject to a new 1% excise tax on stock repurchases effective January 1, 2023, which may impact cash available for Business Combination[125]. Equity and Stock Classification - The company has issued public warrants and private placement warrants that are classified as equity, with subsequent changes in fair value not recognized as long as they remain classified in equity[137]. - Class A common stock subject to possible redemption is classified as temporary equity, with all outstanding shares presented at redemption value[138]. - The company recognizes changes in the redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of the reporting period[139]. Regulatory and Reporting Status - The company does not have any off-balance sheet arrangements as of September 30, 2022[143]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[144]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[145]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[146].

Financial Performance - The company reported a net loss of approximately $47,000 for the three months ended June 30, 2022, with operating expenses of approximately $401,000 and income from investments held in the trust account of approximately $385,000 [131]. - For the six months ended June 30, 2022, the company had a net loss of approximately $473,000, consisting of approximately $854,000 in operating expenses and approximately $412,000 of income from investments held in the trust account [133]. - The diluted net loss per share for the three and six months ended June 30, 2022, is the same as the basic net loss per share, indicating no anti-dilution effect from warrants [146]. IPO and Fundraising - The company completed its IPO on December 14, 2021, raising gross proceeds of $287.5 million from the sale of 28,750,000 units, including over-allotment units [120]. - Approximately $290.4 million of the net proceeds from the IPO and private placement were placed in a trust account, invested in U.S. government securities [122]. - The company incurred approximately $20.7 million in offering costs related to the IPO, including approximately $10.1 million for deferred underwriting fees [120]. Business Operations and Strategy - The company has broad discretion in applying the net proceeds from the IPO and private placement, primarily intended for consummating an initial Business Combination [123]. - The company has until June 14, 2023, to complete its initial Business Combination, with the possibility of extending this period by up to 24 months [124]. - The company has not generated any operating revenues since inception and will not do so until the completion of its initial Business Combination [130]. Liquidity and Financial Health - As of June 30, 2022, the company had no amounts outstanding under any working capital loans, indicating a focus on maintaining liquidity [125]. - The company has identified significant risks related to its ability to continue as a going concern, with substantial doubt raised about its liquidity needs [126]. - As of June 30, 2022, the company did not have any off-balance sheet arrangements, ensuring transparency in financial reporting [149]. Regulatory and Reporting Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards, which may affect comparability with other public companies [150]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which could exempt it from certain disclosures for five years post-IPO [151]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [152].

PART I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The blank check company reported a net loss of approximately $426,000 for Q1 2022, with total assets slightly decreasing to $292.6 million, primarily in its Trust Account [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets slightly decreased to $292.6 million as of March 31, 2022, with $290.4 million in the Trust Account, while total liabilities decreased to $11.0 million Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,627,069 | $2,844,602 | | Investments held in Trust Account | $290,403,502 | $290,375,895 | | **Total Assets** | **$292,601,445** | **$293,834,469** | | **Liabilities** | | | | Total current liabilities | $903,425 | $1,710,660 | | Deferred underwriting commissions | $10,062,500 | $10,062,500 | | **Total Liabilities** | **$10,965,925** | **$11,773,160** | | Class A common stock subject to possible redemption | $290,375,000 | $290,375,000 | | **Total stockholders' deficit** | **($8,739,480)** | **($8,313,691)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported a net loss of $425,789 for Q1 2022, primarily due to operating expenses, partially offset by Trust Account income Statement of Operations (Unaudited) | Item | Three Months Ended March 31, 2022 | | :--- | :--- | | General and administrative expenses | $343,396 | | General and administrative expenses - related party | $60,000 | | Franchise tax expenses | $50,000 | | **Loss from operations** | **($453,396)** | | Income from investments held in Trust Account | $27,607 | | **Net loss** | **($425,789)** | | Basic and diluted net loss per share, Class A | ($0.01) | | Basic and diluted net loss per share, Class B | ($0.01) | [Unaudited Condensed Statements of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficit%29) The total stockholders' deficit increased to $(8,739,480) as of March 31, 2022, solely due to the net loss incurred during the quarter - The total stockholders' deficit increased by **$425,789** during the three months ended March 31, 2022, moving from **$(8,313,691)** to **$(8,739,480)**. This increase was solely due to the net loss incurred during the quarter[15](index=15&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was approximately **$1.22 million** for Q1 2022, decreasing the cash balance to **$1.63 million** Cash Flow Summary (Unaudited) | Item | Three Months Ended March 31, 2022 | | :--- | :--- | | Net loss | ($425,789) | | **Net cash used in operating activities** | **($1,217,533)** | | Cash - beginning of the period | $2,844,602 | | **Cash - end of the period** | **$1,627,069** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's blank check status, December 2021 IPO raising **$287.5 million**, **$290.4 million** placed in Trust Account, and the June 14, 2023 deadline for a business combination - The company is a blank check company formed for the purpose of effecting a business combination. It has not commenced any operations and all activity relates to its formation and IPO[22](index=22&type=chunk)[23](index=23&type=chunk) - On December 14, 2021, the company consummated its IPO of **28,750,000 units** at **$10.00 per unit**, generating gross proceeds of **$287.5 million**[24](index=24&type=chunk) - Approximately **$290.4 million** of net proceeds from the IPO and private placement were placed in a Trust Account[26](index=26&type=chunk) - The company has until **June 14, 2023** (18 months from the IPO closing) to complete an initial Business Combination, with an option to extend for up to two additional three-month periods[31](index=31&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, Q1 2022 net loss of **$426,000**, and substantial doubt about its going concern ability without a business combination by June 14, 2023 - The company is a blank check company formed to effect a business combination and has not generated any operating revenues since inception[97](index=97&type=chunk)[107](index=107&type=chunk) - The company has until **June 14, 2023** (18 months from IPO) to complete a business combination, with an option for two three-month extensions[102](index=102&type=chunk) - Management has concluded that there is substantial doubt about the company's ability to continue as a going concern due to its liquidity needs and reliance on completing a business combination[105](index=105&type=chunk) Q1 2022 Results of Operations | Item | Three Months Ended March 31, 2022 | | :--- | :--- | | Operating Expenses | $453,000 | | Income from Trust Account | $28,000 | | **Net Loss** | **$426,000** | [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[128](index=128&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of **March 31, 2022**[130](index=130&type=chunk) - No changes occurred in the company's internal control over financial reporting during the first quarter of 2022 that have materially affected, or are reasonably likely to materially affect, its internal controls[131](index=131&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - There are no legal proceedings[133](index=133&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred from the risk factors previously disclosed in the Annual Report on Form 10-K - No material changes have occurred from the risk factors disclosed in the company's Annual Report on Form 10-K[133](index=133&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Details the issuance of founder shares, IPO of **28,750,000 units** generating **$287.5 million**, and private placement of **11,125,000 warrants** generating **$11.125 million** - In **March 2021**, the sponsor paid **$25,000** for **7,187,500 shares** of Class B common stock (founder shares), after accounting for a stock dividend[134](index=134&type=chunk) - The IPO of **28,750,000 units** at **$10.00 per unit** generated gross proceeds of **$287,500,000**[136](index=136&type=chunk) - A private placement of **11,125,000 warrants** at **$1.00 per warrant** generated total proceeds of **$11,125,000**, which were added to the trust account[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - None[139](index=139&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[140](index=140&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - None[141](index=141&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) The report includes required CEO and CFO certifications under Sarbanes-Oxley Act and Inline XBRL data files - Exhibits filed include CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act[142](index=142&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation) were also filed as part of the report[142](index=142&type=chunk) Signatures [Signatures](index=30&type=section&id=Signatures) The report was signed on **May 9, 2022**, by Patrick C. Eilers, CEO and Director of Power & Digital Infrastructure Acquisition II Corp - The report is signed by Patrick C. Eilers, Chief Executive Officer and Director, on behalf of the registrant[145](index=145&type=chunk)[146](index=146&type=chunk) - The date of the signature is **May 9, 2022**[146](index=146&type=chunk)

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 ...