SecProbe.io

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 AirJoule Technologies Corporation

 34361 Innovation Drive
Ronan, Montana 59864

 November 19, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 AirJoule Technologies Corporation

 Registration Statement on Form S-3

 Filed November 14, 2025

 File No. 333-291527

 To whom it may concern:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended,
AirJoule Technologies Corporation (the " Company ") hereby respectfully requests that the effective date of the
Company's Registration Statement on Form S-3 (File No. 333-291527) be accelerated by the Securities and Exchange Commission
to 4:05 p.m., Eastern Time, on November 21, 2025 or as soon as practicable thereafter.

 The Company requests that it be notified of such effectiveness by
a telephone call to Ryan Maierson of Latham & Watkins LLP at (713) 546-7420 or to John Greer of Latham & Watkins LLP
at (713) 546-7472 and that such effectiveness also be confirmed in writing.

 Sincerely,

 /s/ Chad
W. MacDonald

 Name:
 Chad W. MacDonald

 Title:
 Chief Legal Officer

 cc:
 Matthew B. Jore, Chief Executive Officer, AirJoule Technologies Corporation

 Ryan Maierson, Latham & Watkins LLP

 John Greer, Latham & Watkins LLP

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 AirJoule Technologies Corporation

 34361 Innovation Drive
Ronan, Montana 59864

 May 28, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 AirJoule Technologies Corporation

 Post-Effective Amendment No. 3 to Registration Statement on Form S-1

 Filed May 27, 2025

 File No. 333-278633

 To whom it may concern:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended,
AirJoule Technologies Corporation (the " Company ") hereby respectfully requests that the effective date of the
Company's Post Effective Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-278633) be accelerated by the
Securities and Exchange Commission to 4:05 p.m., Eastern Time, on May 30, 2025 or as soon as practicable thereafter.

 The Company requests that it be notified of such effectiveness by a telephone
call to Ryan Maierson of Latham & Watkins LLP at (713) 546-7420 or to John Greer of Latham & Watkins LLP at (713) 546-7472
and that such effectiveness also be confirmed in writing.

 Sincerely,

 /s/ Chad MacDonald

 Name:
 Chad MacDonald

 Title:
 Chief Legal Officer

 cc:
 Matthew B. Jore, Chief Executive Officer, AirJoule Technologies Corporation

 Ryan Maierson, Latham & Watkins LLP

 John Greer, Latham & Watkins LLP

CORRESP
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 AirJoule Technologies Corporation

 34361 Innovation Drive
Ronan, Montana 59864

 April 30, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 AirJoule Technologies Corporation

 Registration Statement on Form S-1

 Filed March 27, 2025

 File No. 333-286145

 To whom it may concern:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended,
AirJoule Technologies Corporation (the " Company ") hereby respectfully requests that the effective date of the
Company's Registration Statement on Form S-1 (File No. 333-286145) be accelerated by the Securities and Exchange Commission
to 4:05 p.m., Eastern Time, on May 2, 2025 or as soon as practicable thereafter.

 The Company requests that it be notified of such effectiveness by a telephone
call to Ryan Maierson of Latham & Watkins LLP at (713) 546-7420 or to John Greer of Latham & Watkins LLP at (713) 546-7472
and that such effectiveness also be confirmed in writing.

 Sincerely,

 /s/
Chad MacDonald

 Name: Chad MacDonald

 Title:
 Chief Legal Officer

 cc:
 Matthew B. Jore, Chief Executive Officer, AirJoule Technologies Corporation

 Ryan Maierson, Latham & Watkins LLP

 John Greer, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

Stephen Pang
Chief Financial Officer
AirJoule Technologies Corp.
34361 Innovation Drive
Ronan, MT 59864

 Re: AirJoule Technologies Corp.
 Registration Statement on Form S-1
 Filed March 27, 2025
 File No. 333-286145
Dear Stephen Pang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: John M. Greer
</TEXT>
</DOCUMENT>

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July 9, 2024

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mitchell Austin and Kathleen Krebs

 Re: Montana Technologies Corporation

Registration Statement on Form S-1

Originally Filed April 12, 2024

Registration No. 333-278633

To whom it may concern:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on Thursday, July 11, 2024, at 4:00
p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Montana Technologies Corporation (the “Company”)
or its counsel may request via telephone call to the staff. Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the
Company, at (713) 546-7420, or in his absence, John M. Greer of Latham & Watkins LLP at (713) 546-7472, to provide notice of effectiveness,
or if you have any other questions or concerns regarding this matter.

 Sincerely yours,

  Montana Technologies Corporation

  By: /s/ Chad MacDonald

    Chad MacDonald

    Chief Legal Officer

 cc: Matthew Jore, Montana Technologies Corporation

Ryan J. Maierson, Latham & Watkins LLP

John M. Greer, Latham & Watkins LLP

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June 27, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549-3628

    Attention:
    Mitchell Austin

Kathleen Krebs

    Re:
    Montana Technologies Corp.

Amendment No. 1 to Registration Statement on
Form S-1

Filed June 6, 2024

File No. 333-278633

Ladies and Gentlemen:

On behalf of Montana Technologies Corporation
(the “Company”), set forth below are the Company’s responses to the comments included in the letter, dated
June 24, 2024, of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) relating to the Company’s Amendment No. 1 to Registration Statement on Form
S-1 (the “Form S-1”), filed on June 6, 2024. Concurrently with its submission of this letter to the Staff, the
Company has filed an Amendment No. 2 to Registration Statement on Form S-1 (the “Amended Form S-1”) with
the Commission through its EDGAR system.

For convenience of reference, the text of the
comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has provided its response immediately
after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended
Form S-1.

Amendment No. 1 to Registration Statement on
Form S-1

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 55

    1.
    We note the revisions made in response to prior comment 4 and re-issue that comment in part. While we note your statement that you believe your existing cash and cash equivalents will be sufficient to fund operations for the next year from the date the financial statements were issued for the three months ended March 31, 2024, please also disclose whether you have sufficient capital resources to meet your cash requirements beyond the next twelve months. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 57 of the Amended Form S-1.

Executive and Director Compensation

Executive Compensation Arrangements, page 82

    2.
    We note that Stephen Pang became your Chief Financial Officer on May 7, 2024. Please revise your executive compensation arrangements discussion to discuss your employment arrangements with Stephen Pang. Additionally, please ensure you file as exhibits any employment agreements with named executive officers.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 82 of the Amended Form S-1. Additionally, the Company confirms that
it has not entered into a definitive employment agreement with Mr. Pang.

Exhibits

    3.
    We note that you revised the registration statement to now cover up to 54,872,735 shares of Class A common stock. Please file a revised legality opinion.

Response: In response to the
Staff’s comment, the Company has filed a revised legality opinion as exhibit 5.1 to the Amended Form S-1.

*********

Any comments or questions regarding the foregoing should be directed
to the undersigned at 713.546.7420 or ryan.maierson@lw.com. Thank you in advance for your cooperation in connection with this matter.

    Very truly yours,

    /s/ Ryan J. Maierson

    Ryan J. Maierson

    of LATHAM & WATKINS LLP

Enclosures

    cc:
    Matthew Jore, Montana Technologies Corporation

Chad MacDonald, Montana Technologies Corporation

John M. Greer, Latham & Watkins LLP

Bryan S. Ryan, Latham & Watkins LLP

United States securities and exchange commission logo
June 24, 2024
Jeff Gutke
Chief Financial Officer
Montana Technologies Corp.
34361 Innovation Drive
Ronan, Montana
Re:Montana Technologies Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 6, 2024
File No. 333-278633
Dear Jeff Gutke:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 3, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 55
1.We note the revisions made in response to prior comment 4 and re-issue that comment in
part. While we note your statement that you believe your existing cash and cash
equivalents will be sufficient to fund operations for the next year from the date the
financial statements were issued for the three months ended March 31, 2024, please also
disclose whether you have sufficient capital resources to meet your cash requirements
beyond the next twelve months. If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.

 FirstName LastNameJeff Gutke
 Comapany NameMontana Technologies Corp.
 June 24, 2024 Page 2
 FirstName LastName
Jeff Gutke
Montana Technologies Corp.
June 24, 2024
Page 2
Executive and Director Compensation
Executive Compensation Arrangements, page 82
2.We note that Stephen Pang became your Chief Financial Officer on May 7, 2024. Please
revise your executive compensation arrangements discussion to discuss your employment
arrangements with Stephen Pang. Additionally, please ensure you file as exhibits any
employment agreements with named executive officers.
Exhibits
3.We note that you revised the registration statement to now cover up to 54,872,735 shares
of Class A common stock. Please file a revised legality opinion.
            Please contact Mitchell Austin at 202-551-3574 or Kathleen Krebs at 202-551-3350 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ryan Maierson

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June 5, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549-3628

 Attention: Mitchell Austin

Kathleen Krebs

 Re: Montana Technologies Corp.

Registration Statement on Form S-1

Filed April 12, 2024

File No. 333-278633

Ladies and Gentlemen:

On behalf of Montana Technologies Corporation
(the “Company”), set forth below are the Company’s responses to the comments included in the letter, dated
January 9, 2024, of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Form
S-1”), filed on April 12, 2024. Concurrently with its submission of this letter to the Staff, the Company has filed an amendment
to the Form S-1 (the “Amended Form S-1”) with the Commission through its EDGAR system.

For convenience of reference, the text of the
comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has provided its response immediately
after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended
Form S-1.

Registration Statement on Form S-1

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Company Overview, page 46

 1. Please expand your discussion here to reflect the fact that this offering involves the potential
sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common
stock. Your discussion should highlight the fact that three selling shareholders who beneficially own over 80% of your outstanding shares
will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available
for use.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 58 of the Amended Form S-1.

June
5, 2024

Page 2

Recent Developments

Business Combination, page 46

 2. Please discuss how the material events that occurred from January 2024 through the consummation
of the business combination facilitated being able to close the business combination and list on Nasdaq. In this discussion, also address
the amendment to the merger agreement to reduce the Aggregate Transaction Proceeds condition from $85 million to $50 million and to change
the definition of Aggregate Transaction Proceeds.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 47 of the Amended Form S-1.

Joint Venture Formation Framework Agreement, page 47

 3. We note that you entered into a joint venture with GE Vernova on March 4, 2024. Please file the
related agreements as exhibits or advise. See Item 601(b)(10) of Regulation S-K.

Response: In response to the
Staff’s comment, the Company has filed the agreements relating to its joint venture with GE Vernova as exhibits 10.13 through 10.16
to the Amended Form S-1.

Liquidity and Capital Resources, page 50

 4. Please expand your discussion of capital resources to address the changes in the company’s
liquidity position since the business combination. For example, disclose the total percentage of public shares redeemed in connection
with the business combination (including in connection with votes to extend the time to complete the business combination) and the resulting
amount of funds you received from the trust account. Disclose the amount of transaction fees paid by the parties. Discuss the amount of
funds you received in connection with the business combination as well as your payment obligations under each joint venture agreement.
Disclose whether you have received the remaining $6.0 million in funds under the subscription agreements. Disclose whether you have sufficient
capital resources to meet your cash requirements beyond the next twelve months. If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 56 and 57 of the Amended Form S-1.

Certain Relationships and Related Party Transactions,
page 76

 5. Please update the disclosure in this section. For example, it appears that you entered into transactions
with related parties of both the company and Legacy Montana in connection with the business combination.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 83 and 84 of the Amended Form S-1.

June
5, 2024

Page 3

Description of Securities of Montana

Class B Common Stock, page 84

 6. Please update the disclosure to indicate the number of votes per share to which a holder of Class
B common stock is entitled. In addition, disclose under "Principal Stockholders" and "Selling Securityholders" the
voting power of and material differences between the Class A and Class B common stock.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 85, 87 and 92  of the Amended Form S-1.

General

 7. Please tell us the components of the resale of "up to 31,164,761 shares of Class A Common Stock
issued in connection with the Business Combination (as defined below) at an assumed value of $10.00 per share by certain of the Selling
Securityholders named in this prospectus". For example, tell us whether any of these shares relate to funding transactions in connection
with the business combination such as:

 ● the January 2024 common unit subscription agreements to purchase from Legacy Montana $5.0 million
Montana Class B common units that would convert into 588,236 shares of the Company’s Class A common stock upon the closing of the
business combination;

 ● additional common unit subscriptions agreements as of 3/4/24 to purchase from Legacy Montana $40
million Class B common units that would convert into 5,807,647 shares of the Company's Class A common stock upon the closing of the business
combination; and

 ● shares that are issuable upon the exercise of Company Options.

If so, please separately disclose
these or any other such transactions, the effective purchase price of the shares, and the potential profit by each selling shareholder.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on the prospectus cover page and pages 5 and 6 of the Amended Form S-1.

*********

June
5, 2024

Page 4

Any comments or questions regarding the foregoing
should be directed to the undersigned at 713.546.7420 or ryan.maierson@lw.com. Thank you in advance for your cooperation in connection
with this matter.

    Very truly yours,

    /s/ Ryan J. Maierson

    Ryan J. Maierson

    of LATHAM & WATKINS LLP

Enclosures

 cc: Matthew Jore, Montana Technologies Corporation

Chad MacDonald, Montana Technologies Corporation

John M. Greer, Latham & Watkins LLP

Bryan S. Ryan, Latham & Watkins LLP

United States securities and exchange commission logo
May 3, 2024
Jeff Gutke
Chief Financial Officer
Montana Technologies Corp.
34361 Innovation Drive
Ronan, Montana
Re:Montana Technologies Corp.
Registration Statement on Form S-1
Filed April 12, 2024
File No. 333-278633
Dear Jeff Gutke:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 46
1.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that three selling shareholders who beneficially own over 80% of your
outstanding shares will be able to sell all of their shares for so long as the registration
statement of which this prospectus forms a part is available for use.

 FirstName LastNameJeff Gutke
 Comapany NameMontana Technologies Corp.
 May 3, 2024 Page 2
 FirstName LastName
Jeff Gutke
Montana Technologies Corp.
May 3, 2024
Page 2
Recent Developments
Business Combination, page 46
2.Please discuss how the material events that occurred from January 2024 through the
consummation of the business combination facilitated being able to close the business
combination and list on Nasdaq. In this discussion, also address the amendment to the
merger agreement to reduce the Aggregate Transaction Proceeds condition from $85
million to $50 million and to change the definition of Aggregate Transaction Proceeds.
Joint Venture Formation Framework Agreement, page 47
3.We note that you entered into a joint venture with GE Vernova on March 4, 2024. Please
file the related agreements as exhibits or advise. See Item 601(b)(10) of Regulation S-K.
Liquidity and Capital Resources, page 50
4.Please expand your discussion of capital resources to address the changes in the
company’s liquidity position since the business combination. For example, disclose the
total percentage of public shares redeemed in connection with the business combination
(including in connection with votes to extend the time to complete the business
combination) and the resulting amount of funds you received from the trust account.
Disclose the amount of transaction fees paid by the parties. Discuss the amount of funds
you received in connection with the business combination as well as your payment
obligations under each joint venture agreement. Disclose whether you have received the
remaining $6.0 million in funds under the subscription agreements. Disclose whether you
have sufficient capital resources to meet your cash requirements beyond the next twelve
months. If the company is likely to have to seek additional capital, discuss the effect of
this offering on the company’s ability to raise additional capital.
Certain Relationships and Related Party Transactions, page 76
5.Please update the disclosure in this section. For example, it appears that you entered into
transactions with related parties of both the company and Legacy Montana in connection
with the business combination.
Description of Securities of Montana
Class B Common Stock, page 84
6.Please update the disclosure to indicate the number of votes per share to which a holder of
Class B common stock is entitled. In addition, disclose under "Principal Stockholders"
and "Selling Securityholders" the voting power of and material differences between the
Class A and Class B common stock.

 FirstName LastNameJeff Gutke
 Comapany NameMontana Technologies Corp.
 May 3, 2024 Page 3
 FirstName LastName
Jeff Gutke
Montana Technologies Corp.
May 3, 2024
Page 3
General
7.Please tell us the components of the resale of "up to 31,164,761 shares of Class A
Common Stock issued in connection with the Business Combination (as defined below) at
an assumed value of $10.00 per share by certain of the Selling Securityholders named in
this prospectus". For example, tell us whether any of these shares relate to funding
transactions in connection with the business combination such as:

•the January 2024 common unit subscription agreements to purchase from Legacy
Montana $5.0 million Montana Class B common units that would convert into
588,236 shares of the Company’s Class A common stock upon the closing of the
business combination;
•additional common unit subscriptions agreements as of 3/4/24 to purchase from
Legacy Montana $40 million Class B common units that would convert
into 5,807,647 shares of the Company's Class A common stock upon the closing of
the business combination; and
•shares that are issuable upon the exercise of Company Options.

If so, please separately disclose these or any other such transactions, the effective
purchase price of the shares, and the potential profit by each selling shareholder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mitchell Austin at 202-551-3574 or Kathleen Krebs at 202-551-3350 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ryan Maierson

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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

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Power & Digital Infrastructure Acquisition
II Corp.

321 North Clark Street, Suite 2440

Chicago, Illinois 60654

December 22, 2023

VIA EDGAR

    Attention:
    Laura Veator

    Stephen Krikorian

    Austin Pattan

    Jan Woo

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

    Re:
    Power & Digital Infrastructure Acquisition II Corp.

    Registration Statement on Form S-4

    Filed August 9, 2023

    File No. 333-273821

Ladies and Gentlemen:

This letter sets forth the
response of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter, dated December 14, 2023, with respect to Amendment No. 3 to the above referenced Registration Statement on Form
S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly
filing Amendment No. 4 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below
is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into
this response letter in italics.

Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial Statements

Description of the Business Combination, page 62

    1.
    Your disclosure in Note J indicates that the estimated fair value of the Earnout Shares is $84 million. Please clarify your disclosure to describe how much of this is related to Earnout Shares that will be recognized as contingent consideration and how much of this is related to Options and Earnout shares that will be recognized as post-combination compensation expense.

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 64 of
the Revised Registration Statement to add a table at the bottom of Note J to reflect the percentage of Earnout Shares that will be treated
as contingent consideration versus post-combination compensation expense.

We respectfully request the
Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P.
Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630 or Lance K. Hancock of Kirkland & Ellis LLP at (801) 877-8120 with any questions
or further comments regarding the responses to the Staff’s comments.

    Sincerely,

    POWER & DIGITAL INFRASTRUCTURE
    ACQUISITION II CORP.

    /s/ Patrick C. Eilers

    Name:
    Patrick C. Eilers

    Title:
    Chief Executive Officer

Enclosures

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

    Lance K. Hancock, Kirkland & Ellis LLP

United States securities and exchange commission logo
December 14, 2023
Patrick Eilers
Chief Executive Officer
Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street, Suite 2440
Chicago, IL 60654
Re:Power & Digital Infrastructure Acquisition II Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed December 4, 2023
File No. 333-273821
Dear Patrick Eilers:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 9, 2023 letter.
Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 62
1.Your disclosure in Note J indicates that the estimated fair value of the Earnout Shares is
$84 million. Please clarify your disclosure to describe how much of this is related to
Earnout Shares that will be recognized as contingent consideration and how much of this
is related to Options and Earnout shares that will be recognized as post-
combination compensation expense.

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 December 14, 2023 Page 2
 FirstName LastName
Patrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
December 14, 2023
Page 2
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Debbie Yee

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Power & Digital Infrastructure Acquisition
II Corp.

321 North Clark Street, Suite 2440

Chicago, Illinois 60654

December 4, 2023

VIA EDGAR

    Attention:
    Laura Veator

    Stephen Krikorian

    Austin Pattan

    Jan Woo

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

    Re:
    Power & Digital Infrastructure Acquisition II Corp.

    Registration Statement on Form S-4

    Filed August 9, 2023

    File No. 333-273821

Ladies and Gentlemen:

This letter sets forth the
response of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter, dated November 9, 2023, with respect to Amendment No. 2 to the above referenced Registration Statement on Form
S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly
filing Amendment No. 3 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below
is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into
this response letter in italics.

Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial Statements

Description of the Business Combination, page 56

    1.
    In your response to prior comment two you state that while you believe the continued service of the applicable holders of Montana Class A Common Units and Montana Class B Common Units as directors, officers or employees of the Post-Combination Company is integral to the achievement of the milestones that will determine whether Earnout Shares are payable, you do not view the requirement that holders of Montana Options Earnout Shares continue providing services to the Post-Combination Company in order to receive Earnout Shares as an in-substance service period. Clarify how you considered whether there is an in substance service period with respect to the Earnout Shares payable to the holders of Montana Common Units and how you considered whether these shares should be accounted for as post combination compensation expense in accordance with ASC 718. Tell us how you considered all the factors in ASC 805 10-55-25. Revise your disclosures to clarify the factors you considered in making this determination.

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that there are three individuals who hold Montana
Class A Common Units and Montana Class B Common Units who currently serve as officers of or service providers to Montana and are expected
to serve as executive officers of or service providers to the Post-Combination Company. These individuals are also holders of Montana
Options. As discussed in our response to comment seven in our letter dated October 2, 2023, the Merger Agreement includes an explicit
service condition requiring holders of Montana Options to remain in continued employment with or provide services to the Post-Combination
Company in order to be eligible to receive Earnout Shares relating to such Montana Options. We have revised our prior conclusion, and
now believe that this explicit requirement with respect to the eligibility to receive Earnout Shares pursuant to the Merger Agreement
creates an in-substance service period with respect to the Earnout Shares that holders of Montana Options are eligible to receive with
respect to their Montana Class A Common Units and Montana Class B Common Units. For these three individuals, we have revised the pro formas
to treat all of their Earnout Shares (that is, the Earnout Shares received for being holders of Montana Options, Montana Class A Common
Units and Montana Class B Common Units) as a post-combination compensation expense since their continued involvement is considered critical
to the success of Montana’s business plan and the achievement of the EBITDA targets required to trigger the payout of the Earnout
Shares.

We then evaluated the remaining
holders of Montana Class A Common Units and Montana Class B Common Units (who are not holders of Montana Options) to determine whether
such Earnout Shares are compensatory. The purpose of providing an earnout to all existing Montana unitholders is to reward these individuals
for their prior investment in the successful development of a prototype AirJoule unit. In concluding that the Earnout Shares for these
remaining unitholders (who are not holders of Montana Options) should be treated as contingent consideration, we analyzed the factors
in ASC 805-10-55-25 as follows:

 a. Continuing employment. There are no elements
in the earnout provisions that require continued employment by an existing Montana unitholder with the Post-Combination Company to be
eligible to receive Earnout Shares in respect of their Montana Class A Common Units and Montana Class B Common Units. Arrangements in
which the contingent payments are not affected by employment termination may indicate that the contingent payments are additional consideration
rather than compensation.

A1. In-substance service period
– As there is no continuing employment requirement for Earnout Shares issued in respect of Montana Class A Common Units and Montana
Class B Common Units, we further considered whether there is an in-substance service period for the remaining unitholders who are not
holders of Montana Options and concluded that there is not, because, for such individuals:

 ● They are not considered integral to the future success of Montana’s business (only one of the unitholders who is not a holder of
Montana Options is a director, officer or service provider to Montana and he is not integral to Montana’s business plan. He received
his units by investing capital in the Company commensurate with other investors around the same time and is receiving the same number
of Earnout Shares as other unitholders on a per share basis, regardless of his role as a director).

 ● They do not have specialized industry knowledge that they are expected to provide to the Post-Combination Company.

 ● The EBITDA earnout targets have the same probability of being met regardless of whether they continue to hold such units (since they
are not providing any services to the Company other than the one director described above).

 ● They do not have any employment or noncompete agreements with the Company.

 b. Duration of continuing employment. For the remaining unitholders who are not holders of
Montana Options, there are no elements that tie the Earnout Shares that they are eligible to receive in respect of Montana Class A Common
Units and Montana Class B Common Units to employment or a defined service period.

    c.
    Level of compensation. None of the remaining unitholders will be employees or provide services to the Post-Combination Company with the exception of one individual
who will be a director of the Post-Combination Company and who will be compensated accordingly. This compensation will be consistent with
the compensation received by other directors for their services as directors of the Post-Combination Company regardless of whether they
are unitholders, which indicates that his Earnout Shares are not compensatory, but that they are being received because of his prior investment
in the Company.

 d. Incremental payments to employees. There are no incremental payments to anyone holding Montana
Class A Common Units or Montana Class B Common Units.

    e.
    Number of shares owned. The total percentage of units attributable to unitholders who will continue on as employees of and service providers to the Post-Combination
Company (and for whom such Earnout Shares are being treated as a post-combination compensation expense) is approximately 28% (representing
Montana Class A Common Units, Montana Class B Common Units and Montana Options). This small percentage indicates that the contingent payment
for the other unitholders is additional consideration rather than a profit-sharing arrangement. In addition, all unitholders receive the
same amount of Earnout Shares on a per-share basis.

    2

 f. Linkage to the valuation. If the initial consideration transferred at the acquisition date
is based on the low end of a range established in the valuation of the acquiree and the contingent formula relates to that valuation approach,
that fact may suggest that the contingent payments are additional consideration. The initial consideration transferred was at the low
end of the range, which suggests the contingent payment is for consideration of the transactions and not compensation. Additionally, there
are no previous profit-sharing arrangements that are consistent with this earnout formula.

 g. Formula for determining consideration. The earnout is based on the achievement of certain
targeted Annualized EBITDA thresholds, which suggests that the earnout is contingent consideration for the Business Combination rather
than compensation, as the consideration will be increased if the Annualized EBITDA is at or greater than expected thresholds, supporting
the incremental consideration.

 h. Other agreements and issues. For the unitholders who are not holders of Montana Options,
there are no other agreements and issues that would suggest the payment of the earnout is for anything other than consideration related
to the Business Combination. There are no other arrangements that would suggest the earnout is for compensation with respect to the rest
of the Earnout Shares.

Based on all of the factors
above, the Company concluded that the Earnout Shares issuable to the holders of Montana Class A Common Units and Montana Class B Common
Units that are not employees of the Company nor holders of Montana Options should be treated as additional consideration as opposed to
a post-combination compensation expense. Earnout Shares issuable to holders of Montana Options and to holders of Montana Class A Common
Units and Montana Class B Common Units that are also option holders will be treated as post-combination compensation expense.

The Business Combination

Recommendation of the XPDB Board and Reasons for the Business
Combination, page 163

    2.
    We note your revised disclosure indicates that although Montana does not have contractual revenue arrangements in place, the XPDB Board believed the illustrative potential Annualized EBITDA contained in the financial analysis was reasonable because the illustrative average sales volume of contactors provided by Montana was based on estimates provided to Montana by global suppliers. Please revise your disclosures to clarify this statement, including the specific suppliers that provided the estimates and how they estimated sales volumes solely attributable to your company. Clarify the specific assumptions they used and how they are objectively determinable.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosures to clarify that the estimates provided by global suppliers
are estimates as to the capital expenditures required to upgrade or build production lines with a certain level of production capacity.
The Company has further clarified its disclosures to state the assumption that all units produced will be sold and the board’s reasoning
for why it believed this was a reasonable assumption.

The Company has revised the
disclosure on pages 165 and 166 of the Revised Registration Statement accordingly.

    3

We respectfully request the
Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P.
Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630 or Lance K. Hancock of Kirkland & Ellis LLP at (801) 877-8120 with any questions
or further comments regarding the responses to the Staff’s comments.

    Sincerely,

    POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.

    /s/ Patrick C. Eilers

    Name:
    Patrick C. Eilers

    Title:
    Chief Executive Officer

Enclosures

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

    Lance K. Hancock, Kirkland & Ellis LLP

    4

United States securities and exchange commission logo
November 9, 2023
Patrick Eilers
Chief Executive Officer
Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street, Suite 2440
Chicago, IL 60654
Re:Power & Digital Infrastructure Acquisition II Corp.
Registration Statement on Form S-4
Filed August 9, 2023
File No. 333-273821
Dear Patrick Eilers:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 17, 2023 letter.
Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements
Description of the Business Combination, page 56
1.In your response to prior comment two you state that while you believe the continued
service of the applicable holders of Montana Class A Common Units and Montana Class
B Common Units as directors, officers or employees of the Post-Combination Company is
integral to the achievement of the milestones that will determine whether Earnout Shares
are payable, you do not view the requirement that holders of Montana Options Earnout
Shares continue providing services to the Post-Combination Company in order to receive
Earnout Shares as an in-substance service period. Clarify how you considered whether
there is an in-substance service period with respect to the Earnout Shares payable to the
holders of Montana Common Units and how you considered whether these shares should
be accounted for as post combination compensation expense in accordance with ASC 718.

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 November 9, 2023 Page 2
 FirstName LastName
Patrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
November 9, 2023
Page 2
Tell us how you considered all the factors in ASC 805-10-55-25. Revise your disclosures
to clarify the factors you considered in making this determination.
The Business Combination
Recommendation of the XPDB Board and Reasons for the Business Combination, page 163
2.We note your revised disclosure indicates that although Montana does not have
contractual revenue arrangements in place, the XPDB Board believed the illustrative
potential Annualized EBITDA contained in the financial analysis was reasonable because
the illustrative average sales volume of contactors provided by Montana was based on
estimates provided to Montana by global suppliers. Please revise your disclosures to
clarify this statement, including the specific suppliers that provided the estimates and how
they estimated sales volumes solely attributable to your company. Clarify the specific
assumptions they used and how they are objectively determinable.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Debbie Yee

CORRESP
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Power & Digital Infrastructure Acquisition II Corp.

321 North Clark Street, Suite 2440

Chicago, Illinois 60654

October 27, 2023

VIA EDGAR

    Attention:
    Laura Veator

    Stephen Krikorian

    Austin Pattan

    Jan Woo

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

    Re:
    Power & Digital Infrastructure Acquisition II Corp.

    Registration Statement on Form S-4

    Filed August 9, 2023

    File No. 333-273821

Ladies and Gentlemen:

This letter sets forth the
response of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter, dated October 17, 2023, with respect to Amendment No. 1 to the above referenced Registration Statement on Form
S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly
filing Amendment No. 2 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below
is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into
this response letter in italics.

Amendment No. 1 to the Registration Statement on Form S-4

Risk Factors

BofA, one of the underwriters in the XPDB IPO, along with Barclays,
was to be compensated...,

page 48

    1.
    Please tell us whether you are aware of any disagreements with BofA regarding the disclosure in your registration statement. Disclose whether BofA provided you with any reasons for the fee waiver. If there was no dialogue and you did not seek out the reasons why BofA was waiving deferred fees, despite already completing their services, please indicate so in your registration statement. Further, revise the risk factor disclosure to explicitly clarify that BofA has performed all their obligations to obtain the fee and therefore is gratuitously waiving the right to be compensated.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the Company is not aware of any disagreements with BofA regarding the disclosure
in the Registration Statement. Further, the Company advises the Staff that XPDB management did not seek out the reasons why BofA was waiving
deferred fees as it was generally aware that BofA was no longer interested in working with special purpose acquisition companies. The
Company has revised the disclosure on pages 49, 72, 119 and 157 of the Revised Registration Statement accordingly.

Description of the Business Combination, page 55

    2.
    We note your response to prior comment 7. Please clarify the percentage of Montana’s total Class A and Class B shares outstanding prior to the business combination that are held by shareholders who will continue as directors, officers or employees of the post combination company. Further, please clarify how you considered whether there is an in-substance service period with respect to the Earnout Shares payable to Montana Equityholders. That is, tell us how you considered whether these Equityholders are integral to the achievement of the applicable milestones which you describe as “the completion of construction and operational viability (including all permitting, regulatory approvals and necessary or useful inspections) of new production capacity of Montana’s key components or assemblies based solely on demand from bona fide customer commitments evidenced by binding contracts with a known price or pricing formula that exceeds a level of production capacity that is expected to generate Annualized EBITDA of more than $150,000,000.” Clarify how these targets are achievable absent the continuing employment of these Equityholders.

RESPONSE:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover page of the proxy statement,
the letter to XPDB Stockholders and pages xi, 2, 57, 120, 156, 175 and F-29 of the Revised Registration Statement. The Company advises
the Staff that, prior to the Business Combination, 100% of the total outstanding Montana Class A Common Units and 72.7% of the total
outstanding Montana Class B Common Units (or an aggregate of approximately 76.6% of the total outstanding Montana Class A Units and Montana
Class B Units in the aggregate) are held by unitholders who are expected to continue as directors, officers or employees of the Post-Combination
Company. However, as disclosed in the Registration Statement, pursuant to the Merger Agreement, only holders of Montana Options that
were outstanding immediately prior to the Effective Time will be required to continue providing services (whether as an employee, director
or individual independent contractor) to the Post-Combination Company in order to be eligible to receive Earnout Shares, and, in each
case, only with respect to the Earnout Shares allocable to the holder based on such Montana Options. While the Company believes that
the continued service of the applicable holders of Montana Class A Common Units and Montana Class B Common Units as directors, officers
or employees of the Post-Combination Company is integral to the achievement of the milestones that will determine whether Earnout Shares
are payable, the Company does not view the requirement that holders of Montana Options Earnout Shares continue providing services (whether
as employees, directors or individual independent contractors) to the Post-Combination Company in order to be eligible to receive Earnout
Shares as an in-substance service period, as the Earnout Shares allocable to such holders based on their respective ownership of Montana
Options prior to the consummation of the Business Combination will form an immaterial portion of the compensation to such persons in
their respective roles. The Company intends to provide competitive compensation, benefits and equity awards (pursuant to the terms of
the Incentive Plan) to these individuals following the Business Combination in order to incentivize these individuals to continue to
provide services to the Post-Combination Company.

Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet Note (L), page 62

Note (L), page 62

    3.
    Please disclose the number of additional shares that would be issued associated with your estimated fair value of the Earnout shares. Please also disclose the additional shares that would be issued associated with the range of possible outcomes that you disclose.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 62 of the Revised Registration Statement.

    2

Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Statements of Operations,
page 63

    4.
    In your response to prior comment 10 you state that the pro forma financial statements do not give effect to the recognition of post-combination compensation cost relating to Earnout Shares payable to the holders of Montana Options since the vesting of such shares is unpredictable at this point in time. Please clarify how your accounting complies with ASC 718-10-25-20 and how you considered the probable outcomes in determining recognition of compensation expense.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the earnout arrangement includes a future contingency component related to the Post-Combination
Company’s expected Annualized EBITDA over certain thresholds during a five-year period. The Earnout Shares will be issued to the
holders of Montana Options only if such holders continue to provide services through the date on which such Earnout Shares are issued.
The achievement of the above conditions is considered a non-market-based performance condition according to ASC 718-10-20, and a non-market-based
performance condition should not be included in the determination of the fair value at the grant date. In accordance with ASC 718-10-25-20,
accruals of compensation cost for an award with a performance condition will be based on the probable outcome of that performance condition
— compensation cost will be accrued if it is probable that the performance condition will be achieved and will not be accrued if
it is not probable that the performance condition will be achieved. At this point in time, the Company does not think that it is probable
that the non-market-based performance condition will be achieved, and thus the pro forma financial statements do not give effect to the
recognition of post-combination compensation cost. It should be noted that under the assumptions used in the valuation to calculate the
Earnout Liability, the EBITDA threshold is met approximately 47% of the time which does not meet the probable criteria under ASC 718.

Montana Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Growth Strategy and Outlook, page 131

    5.
    We note your response to our prior comment 15. It appears that a key assumption underlying the $100 million in annualized EBITDA per line is that every unit created will be sold. As such, please revise your disclosure to reflect that the $100 million in annualized EBITDA represents the maximum potential output per line, rather than asserting that it is the approximate dollar amount each line will generate. Alternatively, provide a basis for the belief that each line will generate $100 million in annualized EBITDA.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 132 of the Revised Registration Statement.

The Business Combination

Recommendation of the XPDB Board and Reasons for the Business
Combination, page 163

    6.
    We note your revised disclosure in response to our prior comment 16 states that “XPDB’s management prepared its valuation of Montana, including a sensitivity analysis with various multiples and numbers of production lines, using the potential Annualized EBITDA assuming full construction of manufacturing lines, and did not prepare an analysis of expected revenues or EBITDA on a year-by-year basis.” However, it’s unclear whether the board considered multiple sets of projections other than those referenced in your disclosure. If so, each should be highlighted in your discussion, including the basis for the board’s belief that the selected projections are reasonable, and the dates of each of the financial analyses conducted by XPDB’s management should be disclosed. Please revise or advise.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the XPDB Board did not consider any projections other than those referenced in the
Company’s disclosure. The Company has revised the disclosure on page 163 of the Revised Registration Statement accordingly.

    3

    7.
    We note your revised disclosure in response to prior comment 19 states that “the XPDB Board believed the illustrative potential Annualized EBITDA was reasonable because the assumptions in sales price and expected production costs of MOF coated contactors underlying the Annualized EBITDA were consistent with components in existing conventional cooling and dehumidification technologies, and the other key components of the AirJoule are used in mature manufacturing processes with costs that are generally known in the HVAC and water harvesting industries.” Please clarify your disclosures to also describe the assumptions used in determining sales volumes in your calculation of Annualized EBITDA and the assumptions used in determining the fraction of the estimated $455 billion TAM of the HVAC and atmospheric water harvesting sectors that you will capture. Explain how you can account for entry of competitors, technology changes, and cost inflation with limited operating history and why you believe you have a reasonable basis to support your projections. Further, clarify your statement that you “did not prepare an analysis of expected revenues or EBITDA on a year-by-year basis.” Please explain how you can state your valuations are reasonable without such a valuation analysis.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 163 of the Revised Registration Statement. The
Company respectfully advises the Staff that the XPDB Board considered cost inflation and potential competitors among other uncertainties
and risks related to the Business Combination discussed on page 165 of the Revised Registration Statement.

    8.
    You disclose that “The XPDB Board believed the combined lower multiple and implied 67% discount appropriately accounted for the risks and time to commercialize and execute on a new technology.” Explain and disclose why you believe these assumptions are reasonable. Explain how you derived these estimates including confirming that they are not solely subjective.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 163 of the Revised Registration Statement.

    9.
    We note your disclosure on page 21 that CATL has informed you that it intends to exit a portion of its equity investment in Montana and that this exit by CATL may have a material and adverse effect on your efforts to raise capital, which in turn could have a material adverse effect on your business and financial condition. Please clarify if you consider this a significant factor that could affect achievement of the potential annualized EBITDA and revise your disclosure accordingly.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 134 of the Revised Registration Statement.

Certain Relationships and Related Party Transactions of XPDB

Advisory, Consulting, and Service Fees, page 205

    10.
    We note your response to our prior comment 22. Please revise to disclose whether XMS Capital Partners has provided any of the listed services as of the date of this prospectus.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 103, 110, 118 and 208 of the Revised Registration
Statement.

    4

We respectfully request the
Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P.
Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630 or Lance K. Hancock of Kirkland & Ellis LLP at (801) 877-8120 with any questions
or further comments regarding the responses to the Staff’s comments.

    Sincerely,

    POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.

    /s/ Patrick C. Eilers

    Name:
    Patrick C. Eilers

    Title:
    Chief Executive Officer

Enclosures

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

    Lance K. Hancock, Kirkland & Ellis LLP

5

United States securities and exchange commission logo
October 17, 2023
Patrick Eilers
Chief Executive Officer
Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street, Suite 2440
Chicago, IL 60654
Re:Power & Digital Infrastructure Acquisition II Corp.
Registration Statement on Form S-4
Filed August 9, 2023
File No. 333-273821
Dear Patrick Eilers:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 6, 2023 letter.
Amendment No.1 to Registration Statement on Form S-4
Risk Factors
BofA, one of the underwriters in the XPDB IPO, along with Barclays, was to be compensated...,
page 48
1.Please tell us whether you are aware of any disagreements with BofA regarding the
disclosure in your registration statement.  Disclose whether BofA provided you with any
reasons for the fee waiver. If there was no dialogue and you did not seek out the reasons
why BofA was waiving deferred fees, despite already completing their services, please
indicate so in your registration statement. Further, revise the risk factor disclosure to
explicitly clarify that BofA has performed all their obligations to obtain the fee and
therefore is gratuitously waiving the right to be compensated.

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 October 17, 2023 Page 2
 FirstName LastName
Patrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
October 17, 2023
Page 2
Description of the Business Combination, page 55
2.We note your response to prior comment 7.  Please clarify the percentage of Montana’s
total Class A and Class B shares outstanding prior to the business combination that are
held by shareholders who will continue as directors, officers or employees of the post
combination company. Further, please clarify how you considered whether there is an in-
substance service period with respect to the Earnout Shares payable to Montana
Equityholders.  That is, tell us how you considered whether these Equityholders are
integral to the achievement of the applicable milestones which you describe as "the
completion of construction and operational viability (including all permitting, regulatory
approvals and necessary or useful inspections) of new production capacity of Montana’s
key components or assemblies based solely on demand from bona fide customer
commitments evidenced by binding contracts with a known price or pricing formula that
exceeds a level of production capacity that is expected to generate Annualized EBITDA of
more than $150,000,000." Clarify how these targets are achievable absent the continuing
employment of these Equityholders.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet Note (L), page 61
Note (L), page 61
3.Please disclose the number of additional shares that would be issued associated with your
estimated fair value of the Earnout shares.  Please also disclose the additional shares that
would be issued associated with the range of possible outcomes that you disclose.
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Statements of Operations, page 64
4.In your response to prior comment 10 you state that the pro forma financial statements do
not give effect to the recognition of post-combination compensation cost relating to
Earnout Shares payable to the holders of Montana Options since the vesting of such shares
is unpredictable at this point in time.  Please clarify how your accounting complies with
ASC 718-10-25-20 and how you considered the probable outcomes in determining
recognition of compensation expense.
Montana Management's Discussion and Analysis of Financial Condition and Results of
Operations
Growth Strategy and Outlook, page 135
5.We note your response to our prior comment 15. It appears that a key assumption
underlying the $100 million in annualized EBITDA per line is that every unit created will
be sold. As such, please revise your disclosure to reflect that the $100 million in
annualized EBITDA represents the maximum potential output per line, rather than
asserting that it is the approximate dollar amount each line will generate. Alternatively,
provide a basis for the belief that each line will generate $100 million in annualized

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 October 17, 2023 Page 3
 FirstName LastNamePatrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
October 17, 2023
Page 3
EBITDA.
The Business Combination
Recommendation of the XPDB Board and Reasons for the Business Combination, page 157
6.We note your revised disclosure in response to our prior comment 16 states that “XPDB’s
management prepared its valuation of Montana, including a sensitivity analysis with
various multiples and numbers of production lines, using the potential Annualized
EBITDA assuming full construction of manufacturing lines, and did not prepare an
analysis of expected revenues or EBITDA on a year-by-year basis.” However, it’s unclear
whether the board considered multiple sets of projections other than those referenced in
your disclosure. If so, each should be highlighted in your discussion, including the basis
for the board’s belief that the selected projections are reasonable, and the dates of each of
the financial analyses conducted by XPDB’s management should be disclosed.  Please
revise or advise.
7.We note your revised disclosure in response to prior comment 19 states that “the XPDB
Board believed the illustrative potential Annualized EBITDA was reasonable because the
assumptions in sales price and expected production costs of MOF coated contactors
underlying the Annualized EBITDA were consistent with components in existing
conventional cooling and dehumidification technologies, and the other key components of
the AirJoule are used in mature manufacturing processes with costs that are generally
known in the HVAC and water harvesting industries.” Please clarify your disclosures to
also describe the assumptions used in determining sales volumes in your calculation of
Annualized EBITDA and the assumptions used in determining the fraction of the
estimated $455 billion TAM of the HVAC and atmospheric water harvesting sectors that
you will capture. Explain how you can account for entry of competitors, technology
changes, and cost inflation with limited operating history and why you believe you have a
reasonable basis to support your projections. Further, clarify your statement that you "did
not prepare an analysis of expected revenues or EBITDA on a year-by-year basis." Please
explain how you can state your valuations are reasonable without such a valuation
analysis.
8.You disclose that "The XPDB Board believed the combined lower multiple and implied
67% discount appropriately accounted for the risks and time to commercialize and execute
on a new technology." Explain and disclose why you believe these assumptions are
reasonable.  Explain how you derived these estimates including confirming that they are
not solely subjective.
9.We note your disclosure on page 21 that CATL has informed you that it intends to exit a
portion of its equity investment in Montana and that this exit by CATL may have a
material and adverse effect on your efforts to raise capital, which in turn could have a
material adverse effect on your business and financial condition. Please clarify if
you consider this a significant factor that could affect achievement of the potential
annualized EBITDA and revise your disclosure accordingly.

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 October 17, 2023 Page 4
 FirstName LastName
Patrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
October 17, 2023
Page 4
Certain Relationships and Related Party Transactions of XPDB
Advisory, Consulting, and Service Fees, page 203
10.We note your response to our prior comment 22. Please revise to disclose whether XMS
Capital Partners has provided any of the listed services as of the date of this prospectus.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Debbie Yee

CORRESP
1
filename1.htm

Power & Digital Infrastructure Acquisition
II Corp.

321 North Clark Street, Suite 2440

Chicago, Illinois 60654

October 2, 2023

VIA EDGAR

    Attention:
    Laura Veator

    Stephen Krikorian

    Austin Pattan

    Jan Woo

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

    Re:
    Power & Digital Infrastructure Acquisition II Corp.

    Registration Statement on Form S-4

    Filed August 9, 2023

    File No. 333-273821

Ladies and Gentlemen:

This letter sets forth the
response of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter, dated September 6, 2023, with respect to the above referenced Registration Statement on Form S-4 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is publicly filing Amendment No. 1 to the Registration
Statement (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed thereto in the Revised Registration Statement. Set forth below is the Company’s response to the Staff’s
comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.

United States Securities and Exchange Commission

October 2, 2023

Page 2

Registration Statement on Form S-4 filed August 9, 2023

Questions and Answers

What vote is required to approve each proposal at the special
meeting?, page xvii

 1. Given that the Initial Stockholders, the Sponsor and XPDB’s directors have agreed to vote in
favor of the proposals, please specify the percentage of votes by public or non-affiliated holders required to approve each of the proposals.

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that it has revised the disclosure on pages xvii, xviii, 3, 47 and 71 of the Revised Registration Statement.

Do any of XPDB’s directors or officers have interests in
the business combination, page xviii

 2. Please revise to include the effective purchase price paid by the Initial Stockholders for the Founders
Shares, both in the aggregate and on a per share basis.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages xix, 4, 72 and 166 of the Revised Registration
Statement.

 3. We note that you reference the reimbursement for out-of-pocket expenses incurred in connection with
activities on your behalf such as identifying potential target businesses and performing due diligence on suitable business combinations,
advisory fees and consulting fees that will be paid to XMS Capital and TEP. Please revise to quantify the aggregate dollar amount of the
fees due to XMS Capital and TEP. Similar revisions should be included in your discussion of related party transactions.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages xix, 4, 103, 106, 110, 118, 167 and 208 of
the Revised Registration Statement.

 4. We note that TEP, an affiliate of the SPAC Sponsor and a minority investor in Montana Technologies,
is controlled by Patrick Eilers, a director of XPDB. Please disclose the aggregate dollar value of the shares that TEP will receive at
the current exchange ratio.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages xix, 5 and 167 of the Revised Registration
Statement.

United States Securities and Exchange Commission

October 2, 2023

Page 3

Risk Factors

Risks Related to Our Business and Our Industry

Our commercialization strategy relies heavily, page 20

 5. We note your statement that you depend on relationships with third parties. In this regard, it appears
you have a development agreement with BASF and a joint venture agreement with CATL. Please describe the material terms of these agreements
and file them as exhibits or tell us why they are not required to be filed. Refer to Item 601(b)(10) of Regulation S-K.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 131, 132, 133 and 134 of the Revised Registration
Statement and has filed the joint development agreement with BASF, the joint venture agreement with CATL, and the investment agreement
with CATL as exhibits 10.13, 10.14, and 10.15, respectively, to the Revised Registration Statement.

Unaudited Pro Forma Condensed Combined Financial Statements

Description of the Business Combination, page 55

 6. You disclose that the grants of the Earnout Shares will be dependent upon board approval to construct
lines of production of coated contactors based upon demand from customer commitments beyond three lines of production in the base plan.
However, your disclosure on page F-40 appears to indicate that the Earnout Shares will be issued upon achievement of certain milestones
related to production capacity and anticipated annualized EBITDA of the Combined Company following Closing. Please revise your disclosures
to describe all the conditions upon which Earnout Shares will be paid, the specific targets that must be met, and the associated shares
that will be paid upon achievement of each target.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page the inside cover and pages xi, 1, 2, 56, 118,
119, 155 and 173 of the Revised Registration Statement.

 7. Tell us how you considered whether Earnout Shares payable to Montana Equityholders represent post combination
compensation expense. In your response, please clarify: 1) whether continuing employment is required to earn the awards for any employees
and, if so, the length of such required continued employment; 2) how compensation for Equityholders who are continuing employees was determined,
including whether it is reasonable compared to other key employees who are not equity holders; and 3) whether all Equityholders will receive
the same additional shares on a per share basis, including those who will continue as employees and those who will not.

RESPONSE:

The Company respectfully advises
the Staff that Latham & Watkins LLP, counsel to Montana, has confirmed that approximately 9.0% of the total Earnout Shares are attributable
to holders of Montana Options; therefore, they will be evaluated separately under Accounting Standards Codification Topic 718—Stock
Compensation (“ASC 718”). According to Section 2.4(i) of the Merger Agreement,

“Notwithstanding anything in this
Agreement to the contrary, any Earnout Stock issuable under this Section 2.4 in respect of a Company Option that was outstanding as of
immediately prior to the Effective Time shall be issued to the holder of such Company Option only if such holder continues to provide
services (whether as an employee, director or individual independent contractor) to Parent or one of its Subsidiaries through the date
on which such Earnout Stock is issued, as determined by the Parent Board, pursuant to this Section 2.4.”

United States Securities and Exchange Commission

October 2, 2023

Page 4

As the above provision requires holders of Montana
Options’ continued employment or service in order to vest in or be eligible for their Earnout Shares, management determined that
9.0% of the total Earnout Shares are subject to accounting under ASC 718 and would be accounted for as post-combination compensation cost.
The pro forma financial statements do not give effect to the recognition of post-combination compensation cost since the vesting of such
shares is unpredictable at this point of time.

For the remaining 91.0 % of
the Earnout Payments to securityholders of Montana other than holders of Montana Options, the Earnout Payments include a future contingency
component related to the Post-Combination Company’s Expected Annualized EBITDA over certain thresholds. No explicit or implied service
conditions are included as part of the Merger Agreement terms. There are no employee services or board of director services being provided
in exchange for the Earnout Shares; therefore, such Earnout Payments are considered contingent consideration. Since the level of EBITDA
is not an input to the fair value of a fixed-for-fixed option under analysis of ASC 815-40-15, equity classification is precluded. For
the purpose of the pro forma financial information giving effect to the Business Combination, a liability of Earnout Shares of $76 million
is recorded as of the pro forma balance sheet date.

Pursuant to the Merger Agreement,
only holders of Montana Common Units, Montana Preferred Units and Montana Options (each an “Eligible Equityholder”) will be
eligible to receive Earnout Shares. Holders of Montana Options that were outstanding immediately prior to the Effective Time will be required
to continue providing services (whether as an employee, director or individual independent contractor) to Parent or one of its Subsidiaries
through the date on which such Earnout Shares are issued in order to be eligible to receive the Earnout Shares. There is no requirement
for continued employment with respect to holders of Montana Common Units or Montana Preferred Units. Each Eligible Equityholders will
receive Earnout Shares in accordance with such Eligible Equityholder’s pro rata share, which will be calculated by dividing (a)
the total number of (i) Montana Common Units issued and outstanding immediately prior to the effective time of the Merger (after giving
effect to the conversion of each Montana Preferred Unit to one Montana Class B Common Unit and the conversion of any equity interests
issued in the Capital Raise, if any) held by such Eligible Equityholder immediately prior to the effective time of the Merger, plus (ii)
Montana Common Units issuable upon the exercise of Montana Options that are outstanding and unexercised and held by such Eligible Equityholder
immediately prior to the effective time of the Merger, in each case with the number of Montana Common Units issuable to be calculated
on an as-converted basis assuming consummation of the Merger, by (b) the total number of (i) Montana Common Units issued and outstanding
immediately prior to the effective time of the Merger (after giving effect to the conversion of each Montana Preferred Unit to one Montana
Class B Common Unit and the conversion of equity interests issued in the Capital Raise, if any) held by all Eligible Equityholders immediately
prior to the effective time of the Merger, plus (ii) Montana Common Units issuable upon the exercise of Montana Options that are outstanding
and unexercised and held by all Eligible Equityholders immediately prior to the effective time of the Merger, in each case with the number
of Montana Common Units issuable to be calculated on an as-converted basis assuming consummation of the Merger. As a result, if a holder
of Montana Options ceases to provide services (whether as an employee, director or individual independent contractor) to Parent or one
of its Subsidiaries prior to the date on which Earnout Shares are issued, and accordingly ceases to be eligible to receive such Earnout
Shares, such Earnout Shares will be forfeited and shall not be issued to or otherwise redistributed among the other Eligible Equityholders.

United States Securities and Exchange Commission

October 2, 2023

Page 5

Anticipated Accounting Treatment, page 57

 8. You disclose that the Montana Equityholders will have the ability to control decisions regarding election
and removal of directors and officers of the Post-Combination Company. Please revise your disclosures to clarify how Montana Equityholders
will have this ability. In this regard, your disclosure on page 84 appears to indicate that stockholders of XPDB are being asked to elect
a number of directors to the Post-Combination Company Board with terms ranging between 2024 and 2026. Please clarify the expected size
of the Board of Directors, how may directors XPDB will have the ability to elect and how many directors Montana will have the ability
to elect. Please also clarify the agreements that give Montana Equityholders the ability to control decisions regarding election and removal
of directors and officers, both at the closing of the Business Combination and in post-closing periods.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 58 and 170 of the Revised Registration Statement.
Pursuant to the terms of the Merger Agreement, Montana and XPDB will mutually agree on the persons to be nominated for election to the
Post-Combination Company Board. The size of the Post-Combination Company Board and the persons to be nominated for service thereon have
not yet been determined, though XPDB and Montana anticipate that Montana will nominate a majority of such members of the Post-Combination
Company Board for election by XPDB’s shareholders at the Special Meeting to be held prior to the closing of the Business Combination.
Except for the Proposed Charter and Amended and Restated Bylaws of the Post-Combination Company to be adopted at Closing, which generally
provide for the election of members of the Post-Combination Company Board by vote of the stockholders of the Post-Combination Company,
there are no agreements that give Montana Equityholders the ability to control decisions regarding election and removal of directors and
officers at or following the closing of the Business Combination.

Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet

Note (L), page 61

 9. Revise your disclosure to clarify how you determined the fair value of the Earnout Shares, including
all significant assumptions used. Please also clarify how you will determine the fair value in periods subsequent to the closing of the
Business Combination and provide an estimate of the possible range of outcomes and the related impacts on your income statement.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 62 of the Revised Registration Statement.

Unaudited Pro Forma Condensed Combined Statements of Operations,
page 64

 10. Tell us how you considered including adjustments for compensation expense relating to the Earnout Shares
payable to the holders of Montana Options in your pro forma income statements for the year ended December 31, 2022 and the three months
ended March 31, 2023, assuming the Business Combination had been consummated as of January 1, 2022.

RESPONSE:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that as discussed in its response to the Staff’s comment number 7, the Earnout arrangement
includes a future contingency component related to the post-closing entity’s Expected Annualized EBITDA over certain thresholds
during a five-year period. The Earnout Shares shall be issued to the holders Montana Options only if such holders continue to provide
services through the date on which such Earnout Shares are issued. The pro forma financial statements do not give effect to the recognition
of post-combination compensation cost since the vesting of such shares is unpredictable at this point in time.

United States Securities and Exchange Commission

October 2, 2023

Page 6

 11. Your disclosure on page 115 indicates that any share redemption or other share repurchase that occurs
after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the new U.S. fe

United States securities and exchange commission logo
September 6, 2023
Patrick Eilers
Chief Executive Officer
Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street, Suite 2440
Chicago, IL 60654
Re:Power & Digital Infrastructure Acquisition II Corp.
Registration Statement on Form S-4
Filed August 9, 2023
File No. 333-273821
Dear Patrick Eilers:
            We have reviewed your 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.
Registration Statement on Form S-4 filed August 9, 2023
Questions and Answers
What vote is required to approve each proposal at the special meeting?, page xvii
1.Given that the Initial Stockholders, the Sponsor and the XPDB’s directors have agreed to
vote in favor of the proposals, please specify the percentage of votes by public or non-
affiliated holders required to approve each of the proposals.
Do any of XPDB's directors or officers have interests in the business combination, page xviii
2.Please revise to include the effective purchase price paid by the Initial Stockholders for
the Founders Shares, both in the aggregate and on a per share basis.
3.We note that you reference the reimbursement for out-of-pocket expenses incurred in

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 September 6, 2023 Page 2
 FirstName LastNamePatrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
September 6, 2023
Page 2
connection with activities on your behalf such as identifying potential target businesses
and performing due diligence on suitable business combinations, advisory fees and
consulting fees that will be paid to XMS Capital and TEP. Please revise to quantify the
aggregate dollar amount of the fees due to XMS Capital and TEP. Similar revisions
should be included in your discussion of related party transactions.
4.We note that TEP, an affiliate of the SPAC Sponsor and a minority investor in Montana
Technologies, is controlled by Patrick Eilers, a director of XPDB. Please disclose the
aggregate dollar value of the shares that TEP will receive at the current exchange ratio.
Risk Factors
Risks Related to Our Business and Our Industry
Our commercialization strategy relies heavily, page 20
5.We note your statement that you depend on relationships with third parties. In this regard,
it appears you have a development agreement with BASF and a joint venture agreement
with CATL. Please describe the material terms of these agreements and file them as
exhibits or tell us why they are not required to be filed. Refer to Item 601(b)(10) of
Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Statements
Description of the Business Combination, page 55
6.You disclose that the grants of the Earnout Shares will be dependent upon board approval
to construct lines of production of coated contactors based upon demand from customer
commitments beyond three lines of production in the base plan.  However, your disclosure
on page F-40 appears to indicate that the Earnout Shares will be issued upon achievement
of certain milestones related to production capacity and anticipated annualized EBITDA
of the Combined Company following Closing.  Please revise your disclosures to describe
all the conditions upon which Earnout Shares will be paid, the specific targets that must be
met, and the associated shares that will be paid upon achievement of each target.
7.Tell us how you considered whether Earnout Shares payable to Montana Equityholders
represent post combination compensation expense.  In your response, please clarify: 1)
whether continuing employment is required to earn the awards for any employees and, if
so, the length of such required continued employment; 2) how compensation for
Equityholders who are continuing employees was determined, including whether it is
reasonable compared to other key employees who are not equity holders; and 3) whether
all Equityholders will receive the same additional shares on a per share basis, including
those who will continue as employees and those who will not.
Anticipated Accounting Treatment, page 57
8.You disclose that the Montana Equityholders will have the ability to control decisions
regarding election and removal of directors and officers of the Post-

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 September 6, 2023 Page 3
 FirstName LastNamePatrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
September 6, 2023
Page 3
Combination Company.  Please revise your disclosures to clarify how Montana
Equityholders will have this ability.  In this regard, your disclosure on page 84 appears to
indicate that stockholders of XPDB are being asked to elect a number of directors to the
Post-Combination Company Board with terms ranging between 2024 and 2026.  Please
clarify the expected size of the Board of Directors, how may directors XPDB will have the
ability to elect and how many directors Montana will have the ability to elect.  Please also
clarify the agreements that give Monta Equityholders the ability to control decisions
regarding election and removal of directors and officers, both at the closing of the
Business Combination and in post-closing periods.
Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
Note (L), page 61
9.Revise your disclosure to clarify how you determined the fair value of the Earnout Shares,
including all significant assumptions used.  Please also clarify how you will determine the
fair value in periods subsequent to the closing of the Business Combination and provide
an estimate of the possible range of outcomes and the related impacts on your income
statement.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 64
10.Tell us how you considered including adjustments for compensation expense relating to
the Earnout Shares payable to the holders of Montana Options in your pro forma income
statements for the year ended December 31, 2022 and the three months ended March 31,
2023, assuming the Business Combination had been consummated as of January 1, 2022.

11.Your disclosure on page 115 indicates that any share redemption or other share repurchase
that occurs after December 31, 2022, in connection with a business combination,
extension vote or otherwise, may be subject to the new U.S. federal 1% excise tax on
certain repurchases of stock by publicly traded U.S. domestic corporations, provided for
by the IR Act that was signed into law on August 16, 2022.  Tell us how you considered
including adjustments for the impacts of this excise tax relating to the redemption of
18,141,822 shares of XPDB Class A Common Stock on June 7, 2023, as well as the
additional redemptions assumed in your “Assuming Maximum Contractual Redemptions
Scenario.” If you are unable to estimate this tax, tell us how you considered disclosing the
reasons why and a range of possible outcomes.

Information about XPDB
Permitted Purchases of Our Securities, page 100
12.We note your disclosure that in connection with the redemption of your shares that the
Sponsor, directors, executive officers, advisors or their affiliates may purchase shares or

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 September 6, 2023 Page 4
 FirstName LastNamePatrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
September 6, 2023
Page 4
XPDB public warrants in privately negotiated transactions or in the open market either
prior to the business combination. Please provide your analysis on how such purchases
would comply with Rule 14e-5.
Security Ownership of Certain Beneficial Owners and Management of XPDB and the Post-
Combination Company, page 120
13.We note that the current equityholders of Montana Technologies LLC will control 80% of
the voting and other dispositive power with respect to the common stock of the post-
combination company. Please revise to include the post-combination ownership of any
Montana Technologies equityholder that will exceed 5% following the change in control.
Include similar revisions for any equityholders that will become directors or officers of the
company following the business combination. Refer to Item 403(c) of Regulation S-K.
Montana Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Partnerships, page 129
14.We note that you make several statements regarding the market position of the parties to
your partnerships. For example, you state that PNNL is a “leading company and lab,”
BASF is “the world’s largest chemical company,” and CATL is “the world’s largest
lithium-ion battery manufacturer.” Please disclose the basis for these statements.
Growth Strategy and Outlook, page 135
15.You estimate that “a capital expenditure investment of less than $50 million per
production line to coat aluminum contactors will generate approximately $100 million in
EBITDA per line for the Company.” Please disclose the basis for this estimate and include
all material assumptions and limitations underlying it.
The Business Combination
Background of the Business Combination, page 151
16.We note that your discussion makes reference to certain projected financial information
considered by the XPDB board when evaluating the business combination with Montana
Technologies. Please revise this discussion to clearly highlight the material assumptions
underlying the projections and the limitations of the projections. Further, if the board
considered multiple sets of projections other than those referenced here, each should be
highlighted in your discussion, including the basis for the board's belief that the selected
projections are reasonable. Finally, disclose the dates of each of the financial analyses
conduced by XPDB’s management.
Recommendation of the XPDB Board and Reasons for the Business Combination, page 157
17.We note your statement that the board decision to recommend the transaction was
“including, but not limited to, the following material factors.” Please revise to include,

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 September 6, 2023 Page 5
 FirstName LastNamePatrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
September 6, 2023
Page 5
without qualification, the full list of material factors considered by the board when
determining whether to recommend the business combination.
The Business Combination
Recommendation of the XPDB Board and Reasons for the Business Combination, page 157
18.Your disclose on page 159 indicates states that the XPDB Board reviewed Montana’s
potential manufacturing MOF coating line economics, which illustrate potential
annualized EBITDA of $300 million for three lines based on Montana’s sole ownership of
production and potential annualized EBITDA of $150 million for three lines based on
Montana’s ownership through a 50/50 joint venture.  Revise your disclosure to clarify
why you considered ownership through a joint venture.  Clarify the material terms of any
agreements currently in place with a joint venture.  If no agreements are currently in place,
clarify your basis for disclosing potential annualized EBITDA through a 50/50 joint
venture.
19.Fully describe the material assumptions used in determining potential annualized
EBITDA of $150 million. Clarify it you have any contractual revenue arrangements
currently in place and the dollar amounts and terms of such contracts.  If no contracts are
in place, clarify your basis for assumed revenue and expenses. Also, clarify the time frame
over which the potential annualized EBITDA is expected to be achieved and your basis
for this assumption.  Clarify each significant factor or contingency that would affect
achievement of the potential annualized EBITDA and tell us if you prepared a sensitivity
analysis or alternative EBITDA calculations taking into consideration possible outcomes
as a result of these contingencies.
20.You disclose that XPDB assumed a ten (10) times multiple and applied such multiple to
Montana’s potential annualized 50/50 joint venture EBITDA of $150 million.  You further
disclose that XPDB selected publicly traded companies in two markets, HVAC and water
production and processing companies, due to the relationship of Montana’s technology to
the HVAC and water harvesting industries, and that the ten (10) times multiple was a
discount to the observed average HVAC and water multiples of peer companies.  Clarify
your basis for selecting the peer companies that you disclose, including the similarities
and differences to Montana’s operations.
21.Clarify whether you believe the potential annualized EBITDA, the pro forma enterprise
value and all of the underlying assumptions that you disclose still reflect management’s
current views taking into account subsequent events or other changes in circumstances.
 Update your response through the effectiveness of your registration statement.
Certain Relationships and Related Party Transactions of XPDB
Advisory, Consulting and Service Fees, page 203
22.We note your disclosure that XMS Capital Partners provided financial advisory services
to the company. Please revise to describe the nature of these services and the role of XMS

 FirstName LastNamePatrick Eilers
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 September 6, 2023 Page 6
 FirstName LastName
Patrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
September 6, 2023
Page 6
Capital Partners in the current transaction.
General
23.Please provide us with any correspondence between BofA Securities and XPDB relating
to the resignation of BofA Securities.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Debbie Yee

United States securities and exchange commission logo
January 3, 2023
James P. Nygaard, Jr
Chief Financial Officer
Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street , Suite 2440
Chicago, IL 60654
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
Dear James P. Nygaard:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Debbie Yee

CORRESP
1
filename1.htm

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.

*****

    2

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)

3

United States securities and exchange commission logo
December 9, 2022
James P. Nygaard, Jr
Chief Financial Officer
Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street , Suite 2440
Chicago, IL 60654
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
Dear James P. Nygaard:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
General
1.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

 FirstName LastNameJames P. Nygaard, Jr
 Comapany NamePower & Digital Infrastructure Acquisition II Corp.
 December 9, 2022 Page 2
 FirstName LastName
James P. Nygaard, Jr
Power & Digital Infrastructure Acquisition II Corp.
December 9, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact William Demarest, Staff Accountant at 202-551-3432 or Shannon
Menjivar, Accounting Branch Chief at 202-551-3856 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Debbie Yee