Power & Digital Infrastructure Acquisition Corp. Closes Upsized $345 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 that it closed its upsized initial public offering of 34,500,000 units at a price of $10.00 per unit, which includes the exercise in full by the underwriters of their over-allotment option to purchase an additional 4,500,000 units. Total gross proceeds from the offering were $345,000,000, before deducting underwriting discounts and commissions and other offering expenses. The units are listed on The Nasdaq Capital Market and trade under the ticker symbol “XPDIU.” 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.

Barclays and BofA Securities acted as joint book-running managers for the offering. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847 or email: barclaysprospectus@broadridge.com, or BofA Securities, 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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