Correspondence 0001213900-24-003751 from AirJoule Technologies Corp. (AIRJ)

AirJoule Technologies Corp.
Date: Jan. 16, 2024 · CIK: 0001855474 · Accession: 0001213900-24-003751

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File numbers found in text: 333-273821

Date

Jan. 16, 2024

Author

/s/

Form

CORRESP

Company

AirJoule Technologies Corp.

Letter

Power & Digital Infrastructure Acquisition II Corp.

North Clark Street, Suite 2440

Chicago, IL 60654

January 16, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Laura Veator; Stephen Krikorian; Austin Pattan; Jan Woo

Re: Power & Digital Infrastructure Acquisition II Corp.

Registration Statement on Form S-4 (the “Registration Statement”)

File No. 333-273821

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Power & Digital Infrastructure Acquisition II Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on January 17, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Lance Hancock, of Kirkland & Ellis LLP, special counsel to the Company, at (801) 877-8120, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,
/s/
Patrick C. Eilers

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CORRESP
1
filename1.htm

Power
& Digital Infrastructure Acquisition II Corp.

321
North Clark Street, Suite 2440

Chicago,
IL 60654

January
16, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation
Finance

Office of Technology

100 F Street, N.E.

Washington, D.C.
20549-3561

Attention: Laura Veator; Stephen
Krikorian; Austin Pattan; Jan Woo

    Re:
    Power & Digital Infrastructure Acquisition II Corp.

    Registration Statement on Form S-4 (the “Registration
    Statement”)

    File No. 333-273821

Ladies and
Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Power & Digital Infrastructure Acquisition II Corp. (the “Company”)
hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on January
17, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis
LLP, request by telephone that such Registration Statement be declared effective.

Please
contact Lance Hancock, of Kirkland & Ellis LLP, special counsel to the Company, at (801) 877-8120, as soon as the registration
statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/
    Patrick C. Eilers

    Patrick C. Eilers

                                                  Chief Executive Officer

SecProbe.io