February 8, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Power & Digital Infrastructure Acquisition Corp. |
Withdrawal of Underwriter Acceleration Request Letter dated February 5, 2021 |
Ladies and Gentlemen:
On February 5, 2021, the undersigned submitted an underwriter acceleration request letter (the “Underwriter Acceleration Request Letter”) with respect to the Registration Statement on Form S-1, as amended (Registration No. 333-252355) (the “Registration Statement”) of Power & Digital Infrastructure Acquisition Corp. that requested the effective date of the Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 8, 2021, or as soon thereafter as practicable.
We hereby withdraw, with immediate effect, the Underwriter Acceleration Request Letter.
* * *
[Signature page follows]
Very truly yours, | |||
BARCLAYS CAPITAL INC. | |||
BOFA SECURITIES, INC. | |||
as Representatives of the Several Underwriters | |||
BARCLAYS CAPITAL INC. | |||
By: | /S/ VICTORIA HALE | ||
Name: | Victoria Hale | ||
Title: | Authorized Signatory | ||
BOFA SECURITIES, INC. | |||
By: | /S/ MICHAEL LILOIA | ||
Name: | Michael Liloia | ||
Title: | Director |
[Signature Page – Acceleration Request Withdrawal]