Power & Digital Infrastructure Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering

Power & Digital Infrastructure Acquisition Corp. (the “Company”), a blank check company sponsored by XPDI Sponsor LLC and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, today announced the pricing of its upsized initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital Market and trade under the ticker symbol “XPDIU” beginning February 10, 2021. Each unit consists of one share of Class A common stock of the Company and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock of the Company at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. Once the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on The Nasdaq Capital Market under the symbols “XPDI” and “XPDIW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

The offering is expected to close on February 12, 2021, subject to customary closing conditions.

Barclays and BofA Securities are acting as joint book-running managers for the offering. The Company has granted the underwriters a 45-day option to purchase on a pro rata basis up to 4,500,000 additional units at the initial public offering price, less the underwriting discounts and commissions. The options may be exercised only to cover any over-allotments of units.

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847 or email: barclaysprospectus@broadridge.com, or BofA Securities, Inc., Attn: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, telephone: (800) 299-1322 or email: dg.prospectus_requests@bofa.com.

A registration statement relating to the securities became effective on February 9, 2021 in accordance with Section 8(a) of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and preliminary prospectus for the Company's offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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