Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 15, 2021, based on the evaluation of management of Power & Digital
Infrastructure Acquisition Corporation (the "Company"), the Audit Committee of
the Board of Directors of the Company (the "Audit Committee") concluded, in
consultation with the Company's management and Marcum LLP ("Marcum"), the
Company's independent registered public accounting firm, that the Company's
audited balance sheet as of February 9, 2021 filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on February 12, 2021, and the Company's quarterly
unaudited financial statements and related footnotes as of and for the quarterly
periods ended March 31, 2021 and June 30, 2021, should no longer be relied upon
due to a reclassification of the Company's temporary and permanent equity and
resulting restatement of the initial carrying value of the Company's shares of
Class A common stock subject to possible redemption (and related changes). In
addition, the audit report of Marcum included in the Current Report on Form 8-K
filed with the SEC on February 4, 2021 should no longer be relied upon. The
reclassification has resulted from a determination by the Company's management
that the shares of Class A common stock issued in connection with its initial
public offering can be redeemed or become redeemable subject to the occurrence
of future events considered to be outside of the Company's control. Therefore,
the Class A ordinary shares subject to possible redemption should be valued at
$10.00 per share and should not take into account the fact that a redemption of
shares of Class A common stock shares cannot result in net tangible assets being
less than $5,000,001.
The Company plans to reflect the reclassification of its temporary and permanent
equity (and other related changes) as of February 12, 2021 and as of and for the
quarterly periods ended March 31, 2021 and June 30, 2021 in its upcoming
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021,
to be filed with the SEC. The Company does not expect any of these changes will
have any impact on its cash position or cash held in its trust account.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum.
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