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- S-1/A IPO registration
- 1.1 Form of Underwriting Agreement
- 3.2 Form of Amended and Restated Certificate of Incorporation
- 4.1 Specimen Unit Certificate
- 4.4 Form of Warrant Agreement Between Continental Stock Transfer & Trust Company and the Registrant
- 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
- 10.2 Form of Registration and Stockholder Rights Agreement Among the Registrant, the Sponsor and the Holders Signatory Thereto
- 10.3 Form of Private Placement Warrants Purchase Agreement Between the Registrant and the Sponsor
- 10.5 Form of Administrative Services Agreement
- 10.8 Form of Securities Subscription Agreement Between the Registrant and the Anchor Investors
- 10.9 Form of Letter Agreement Between the Registrant, the Sponsor and Each Director and Executive Officer of the Registrant
- 14 Form of Code of Ethics
- 23.1 Consent of Marcum LLP
- 99.1 Form of Audit Committee Charter
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 Amendment No. 1 to Form S-1, File No. 333-252355, 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
February 2, 2021