Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street, Suite 2440
Chicago, IL 60654
January 16, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Laura Veator; Stephen Krikorian; Austin Pattan; Jan Woo
| Re: | Power & Digital Infrastructure Acquisition II Corp. |
| Registration Statement on Form S-4 (the “Registration Statement”) | |
| File No. 333-273821 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Power & Digital Infrastructure Acquisition II Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on January 17, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.
Please contact Lance Hancock, of Kirkland & Ellis LLP, special counsel to the Company, at (801) 877-8120, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Sincerely, | |
/s/ Patrick C. Eilers | |
Patrick C. Eilers Chief Executive Officer |
