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                             December 2, 2021

       Patrick C. Eilers
       Chief Executive Officer
       Power & Digital Infrastructure Acquisition Corp.
       321 North Clark Street, Suite 2440
       Chicago, IL 60654

                                                        Re: Power & Digital
Infrastructure Acquisition Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed November 19,
2021
                                                            File No. 333-258720

       Dear Mr. Eilers:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 3 to Registration Statement on Form S-4 filed November 19,
2021

       Consolidated Financial Statements of Core Scientific Holding Co. and
Subsidiaries
       Consolidated Statements of Operations and Comprehensive Income (Loss),
page F-83

   1.                                                   Separately disclose on
the face of the consolidated Statements of Operations the cost of
                                                        tangible goods sold and
cost of services pursuant to Rule 5-03.2 of Regulation S-X
       Notes to Unaudited Consolidated Financial Statements
       2. Summary of Significant Accounting Policies
       Fair Value Measurements, page F-87

   2.                                                   Regarding the portion
of the convertible notes transferred from Level 2 to Level 3, please
                                                        explain why observable
market prices for similar securities are no longer available. In
 Patrick C. Eilers
Power & Digital Infrastructure Acquisition Corp.
December 2, 2021
Page 2
      addition, provide a narrative description of the uncertainties from the
use of disclosed
      unobservable inputs and how interrelationships and resultant changes in
such inputs can
      impact fair value measurements. Refer to ASC 820-10-50-2(c)(3) and (g).
4. Notes Payable
Convertible Notes, page F-97

3.    As stipulated in a related risk factor on page 36, please disclose, if
so, that at maturity,
      notes not converted will be owed two times the face value of the note
plus accrued
      interest. Make clear whether the accrued interest is based on your
expectation of the
      unconverted portion of such notes. Further disclose how such settlement
provision
      impacts the fair value of the notes.
Exhibits

4.    Please refile Exhibits 10.3, 10.5, 10.6 and 10.7 to include a prominent
statement on the
      first page of each exhibits that certain identified information has been
excluded from the
      exhibit because it is both not material and is the type that the company
treats as private or
      confidential. Refer to Regulation S-K Item 601(b)(10)(iv).
       You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at Edwin Kim, Staff or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.



                                                              Sincerely,
FirstName LastNamePatrick C. Eilers
                                                       Division of Corporation
Finance
Comapany NamePower & Digital Infrastructure Acquisition Corp.
                                                       Office of Technology
December 2, 2021 Page 2
cc:       Debbie Yee, Esq.
FirstName LastName