Power & Digital Infrastructure Acquisition Corp. - FORM S-1/A - EX-23.1 - CONSENT OF MARCUM LLP - February 2, 2021

Attached files

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EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex99-1_poweranddig.htm
EX-14 - FORM OF CODE OF ETHICS - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex14_poweranddig.htm
EX-10.9 - FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT, THE SPONSOR AND EACH DIRECTOR A - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex10-9_poweranddig.htm
EX-10.8 - FORM OF SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE ANCHOR - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex10-8_poweranddig.htm
EX-10.5 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex10-5_poweranddig.htm
EX-10.3 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex10-3_poweranddig.htm
EX-10.2 - FORM OF REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT AMONG THE REGISTRANT, THE - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex10-2_poweranddig.htm
EX-10.1 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex10-1_poweranddig.htm
EX-5.1 - OPINION OF KIRKLAND & ELLIS LLP, COUNSEL TO THE REGISTRANT - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex5-1_poweranddig.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex4-4_poweranddig.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex4-1_poweranddig.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex3-2_poweranddig.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Power & Digital Infrastructure Acquisition Corp.fs12021a1ex1-1_poweranddig.htm
S-1/A - S-1/A - Power & Digital Infrastructure Acquisition Corp.fs12021a1_poweranddigital.htm

Exhibit 23.1

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the inclusion in this Registration Statement of Power & Digital Infrastructure Acquisition Corp. (the “Company”) on Amendment No. 1 to Form S-1, File No. 333-252355, of our report dated January 8, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as going concern, with respect to our audit of the financial statements of Power & Digital Infrastructure Acquisition Corp. as of December 31, 2020 and for the period from December 29, 2020 (inception) through December 31, 2020, 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

February 2, 2021