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POWER & DIGITAL INFRASTRUCTURE ACQUISITION
II CORP.

321 North Clark Street, Suite 2440

Chicago, IL 60654

December 20, 2022

VIA EDGAR

 Attention: William Demarest

Shannon Menjivar

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

 Re: Power & Digital Infrastructure Acquisition II Corp.

Form 10-K for the Year Ended December 31, 2021

Filed April 13, 2022

File No. 001-41151

Ladies and Gentlemen:

This letter sets forth the
response of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) to the comment of the staff
of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your
letter dated December 9, 2022, with respect to the above referenced Annual Report on Form 10-K for the year ended December 31, 2021. Set
forth below is the Company’s response to the Staff’s comment. For the Staff’s convenience, we have incorporated your
comment into this response letter in italics.

Form 10-K for the Year Ended December 31, 2021

General

 1. Staff’s Comment:

With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise
your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial
business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination
with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment
in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction
or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure
in your response.

RESPONSE:

The Company acknowledges the
Staff’s comment and confirms that our sponsor is not, is not controlled by, and does not have, substantial ties with a non-U.S.
person. Notwithstanding the foregoing, the Company will revise its disclosure in future filings (beginning with its Annual Report on Form
10-K for the period ended December 31, 2022) to include disclosure reading substantially as follows:

Any Business Combination
may be subject to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of a Business Combination.
Such conditions or limitations could also potentially make the Company’s common stock less attractive to investors or cause our
future investments to be subject to U.S. foreign investment regulations.

Investments that involve the
acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments
in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section
721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations
at 31 C.F.R. Parts 800 and 802, as amended, administered by the Committee on Foreign Investment in the United States (“CFIUS”).

Whether CFIUS has jurisdiction
to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including
the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that
result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined
in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through
regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control
of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business
that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive
personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).

All of our
Sponsor’s managers and officers are U.S. citizens, and our Sponsor is not controlled by, and does not have substantial ties
to, any “foreign person” such that a Business Combination would automatically be subject to CFIUS review. However,
depending on the beneficial ownership of any prospective target company and the composition and governance rights of any investors
in a private investment in public equity in connection with a Business Combination, a Business Combination could result in
investments that would be considered by CFIUS to be covered investments or a covered control transaction that CFIUS would have
authority to review.

To the extent that this occurs,
CFIUS or another U.S. governmental agency could choose to review a Business Combination or past or proposed transactions involving new
or existing foreign investors in the prospective target company, even if a filing with CFIUS is or was not required at the time of such
transaction. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing,
feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and in the event that CFIUS reviews
a Business Combination or one or more proposed or existing investments by foreign investors in a prospective target company, there can
be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to
a Business Combination or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit,
a Business Combination or investments by such investors. CFIUS could also order us to divest all or a portion of a target company if we
had proceeded without first obtaining CFIUS clearance.

If a U.S. government entity,
such as CFIUS, elects to review a Business Combination, the time necessary to complete such review of the Business Combination or a decision
by such U.S. government entity to prohibit the Business Combination could prevent us from completing a Business Combination prior to June
14, 2023 (or September 14, 2023 or December 14, 2023, as applicable, if we elect to extend the period of time we have to complete an initial
Business Combination as provided in our Amended and Restated Certificate of Incorporation). If we are not able to consummate a Business
Combination by June 14, 2023 (or September 14, 2023 or December 14, 2023, as applicable), we will: (1) cease all operations except for
the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up
to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board, liquidate and dissolve, subject in each case to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to our warrants, which will expire worthless in the event of our winding up. Finally, the Company’s public
stockholders will not receive the benefit of any price appreciation of our public shares that might result from a Business Combination
with a target company and lose the investment opportunity in such target company.

*****

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The Company believes the foregoing
fairly responds to the Staff’s comments in its letter dated December 9, 2022 and is prepared to provide the Staff with additional
information. Thank you in advance for your assistance in this matter. If you have any questions or additional comments, please do not
hesitate to contact Debbie Yee, P.C., counsel to the Company, at (713) 836-3630.

    Sincerely,

    POWER & DIGITAL INFRASTRUCTURE

ACQUISITION II CORP.

    By:
    /s/
    James P. Nygaard, Jr.

    Name:
    James P. Nygaard, Jr.

    Title:
    Chief Financial Officer

Enclosures

  cc:
  Debbie Yee, P.C. (Kirkland & Ellis
LLP)

  Lance Hancock (Kirkland &
Ellis LLP)

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