Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On March 27, 2023, in connection with the preparation of year-end financial results, management of Power & Digital Infrastructure Acquisition II Corp. (the "Company") determined that that the Company's quarterly reports on Form 10-Q for the periods ended June 30, 2022 and September 30, 2022, as filed with the Securities and Exchange Commission (the "SEC") on August 12, 2022 and November 9, 2022, respectively, and the Company's quarterly unaudited financial statements and related footnotes as of and for the quarterly periods ended June 30, 2022 and September 30, 2022 provided therewith should no longer be relied upon and should be restated due to an overstatement of the Company's legal expenses for such quarters by $87,187. This inadvertent error also caused an overstatement of the Company's accounts payable for the periods ended June 30, 2022 and September 30, 2022 by the same amount of $87,187. The error did not impact the Company's cash position, and it did not have any impact on cash held in its trust account.

The Company plans to reflect the appropriate changes as of and for the quarterly periods ended June 30, 2022 and September 30, 2022 in its upcoming Amended Quarterly Reports on Form 10-Q for the quarterly period ended June 30, 2022 and September 30, 2022, respectively, to be filed with the SEC.

The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company's independent registered public accounting firm.


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