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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 Public Warrant Certificate
- 4.4 Specimen Private Warrant Certificate
- 4.5 Form of Public Warrant Agreement Between Continental Stock Transfer & Trust Company and the Registrant
- 4.6 Form of Private Warrant Agreement Between Continental Stock Transfer & Trust Company and 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
- 10.4 Form of Indemnity Agreement
- 10.5 Form of Administrative Services Agreement
- 10.6 Amended and Restated Promissory Note, Dated July 1, 2021, Issued to the Sponsor
- 10.7 Securities Subscription Agreement, Dated March 30, 2021, 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
- 14 Form of Code of Ethics
- 23.1 Consent of Marcum LLP.
- 99.1 Form of Audit Committee Charter
- 99.2 Consent of Director Nominee (Paul Gaynor)
- 99.3 Consent of Director Nominee (Scott Widham)
- 99.4 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 II Corp. on Form S-1 of our report dated July 9, 2021, except for second paragraph of Note 7 as to which the date is November 18, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Power & Digital Infrastructure Acquisition II Corp. as of March 31, 2021 and for the period from March 23, 2021 (inception) through March 31, 2021, 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
November 18, 2021