0001213900-21-007883.txt : 20210209 0001213900-21-007883.hdr.sgml : 20210209 20210209211217 ACCESSION NUMBER: 0001213900-21-007883 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210209 FILED AS OF DATE: 20210209 DATE AS OF CHANGE: 20210209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brombach Theodore J CENTRAL INDEX KEY: 0001718218 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40046 FILM NUMBER: 21608847 MAIL ADDRESS: STREET 1: 321 N. CLARK STREET CITY: CHICAGO STATE: IL ZIP: 60054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Power & Digital Infrastructure Acquisition Corp. CENTRAL INDEX KEY: 0001839341 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-374-6932 MAIL ADDRESS: STREET 1: 321 NORTH CLARK STREET, SUITE 2440 CITY: CHICAGO STATE: IL ZIP: 60654 3 1 ownership.xml X0206 3 2021-02-09 0 0001839341 Power & Digital Infrastructure Acquisition Corp. XPDI 0001718218 Brombach Theodore J C/O XPDI 321 NORTH CLARK STREET, SUITE 2440 CHICAGO IL 60654 1 0 1 0 Class B common stock Class A common stock 8505000 I By XPDI Sponsor LLC As described in the issuer's registration statement on Form S-1 (File No. 333-252355) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The shares of Class B common stock beneficially owned by the reporting person include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. The securities reported herein are held by XPDI Sponsor LLC (the "Sponsor"). XMS XPDI Sponsor Holdings LLC ("XPDI Holdings") is a managing member of the Sponsor. The reporting person controls XPDI Holdings, and as such has voting and investment discretion with respect to the securities held by the the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Exhibit List: Exhibit 24 - Power of Attorney /s/ Patrick C. Eilers, as Attorney-in-fact 2021-02-09 EX-24 2 ea134914ex24_poweranddigi.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Patrick C. Eilers, acting singly and with full power of substitution or revocation, the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(i)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, director nominee, officer or beneficial owner of shares of common stock of Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

(ii)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such schedules or forms and timely file such forms with the United States Securities and Exchange Commission and any applicable stock exchange; and

(iii)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, Section 13 and/or Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

* * * * *

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of February, 2021.

	By:	/s/ Theodore J. Brombach
	Name:	Theodore J. Brombach
	Title:	Director