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- S-1 IPO registration
- 3.1 Certificate of Incorporation
- 3.2 Form of Amended and Restated Certificate of Incorporation
- 3.3 Bylaws
- 3.4 Form of Amended and Restated Bylaws
- 4.1 Specimen Unit Certificate
- 4.2 Specimen Class a Common Stock Certificate
- 4.3 Specimen Warrant Certificate
- 5.1 Opinion of Kirkland & Ellis LLP, Counsel to the Registrant
- 10.1 Form of Investment Management Trust Agreement Between Continental Stock Transfer & Trust Company and the Registrant
- 10.4 Form of Indemnity Agreement
- 10.5 Form of Administrative Services Agreement
- 10.6 Promissory Note, Dated December 31, 2020, Issued to the Sponsor
- 10.7 Securities Subscription Agreement, Dated December 31, 2020, Between the Registrant and the Sponsor
- 10.9 Form of Letter Agreement Between the Registrant, the Sponsor and Each Director and Executive Officer of the Registrant
- 23.1 Consent of Marcum LLP
- 99.2 Consent of Director Nominee (Paul Gaynor)
- 99.3 Consent of Director Nominee (Scott Widham)
- 99.4 Consent of Director Nominee (Colleen Sullivan)
- 99.5 Consent of Director Nominee (Paul Dabbar)
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Power & Digital Infrastructure Acquisition Corp. (the “Company”) on Form S-1 of our report dated January 8, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as going concern, with respect to our audit of the financial statements of Power & Digital Infrastructure Acquisition Corp. as of December 31, 2020 and for the period from December 29, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
January 22, 2021