Core Scientific, Inc./tx — Regulatory Filings 2021

Feb 8, 2021

CORRESP 1 filename1.htm

February 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:
Withdrawal of Underwriter Acceleration Request Letter dated February 5, 2021

Ladies and Gentlemen:

On February 5, 2021, the undersigned submitted an underwriter acceleration request letter (the “Underwriter Acceleration Request Letter”) with respect to the Registration Statement on Form S-1, as amended (Registration No. 333-252355) (the “Registration Statement”) of Power & Digital Infrastructure Acquisition Corp. that requested the effective date of the Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 8, 2021, or as soon thereafter as practicable.

We hereby withdraw, with immediate effect, the Underwriter Acceleration Request Letter.

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[ Signature page follows ]

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| Very truly
yours, | | |
| --- | --- | --- |
| BARCLAYS
CAPITAL INC. | | |
| BOFA SECURITIES,
INC. | | |
| as Representatives
of the Several Underwriters | | |
| BARCLAYS
CAPITAL INC. | | |
| By : | /S/
VICTORIA HALE | |
| | Name: | Victoria Hale |
| | Title: | Authorized Signatory |
| BOFA SECURITIES,
INC. | | |
| By : | /S/
MICHAEL LILOIA | |
| | Name: | Michael Liloia |
| | Title: | Director |

[ Signature Page – Acceleration Request Withdrawal ]

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