Statistiche di base
| CIK | 1861541 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pegasus Digital Mobility Acquisition Corp.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti |
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| May 10, 2024 |
PGSS / Pegasus Digital Mobility Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 pgss20240430.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) April 30, 2024 (Date of Event Which Requires Filing of this Statement) Che |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40945 Pegasus Digital Mobility Acquisition Corp. (Exact name of registra |
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| May 1, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 13, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| April 30, 2024 |
Pegasus Digital Mobility Acquisition Corp. Grand Cayman, Cayman Islands KY1-1106 April 28, 2024 Exhibit 10.4 Pegasus Digital Mobility Acquisition Corp. Grand Cayman, Cayman Islands KY1-1106 April 28, 2024 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Reference is made to that certain underwriting agreement (“Underwriting Agreement”), dated October 21, 2021, between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Compa |
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| April 30, 2024 |
Exhibit 10.1 EXECUTION VERSION PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., PEGASUS MERGERSUB CORP., AND VALIDUS/STRATCAP, LLC WARRANTY AGREEMENT WARRANTY AGREEMENT THIS WARRANTY AGREEMENT (this "Agreement"), dated as of April 29, 2024 (the "Effective Date"), is by and among (i) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pe |
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| April 30, 2024 |
Waiver of Closing Conditions to the Business Combination Agreement April 29, 2024 Exhibit 10.3 Waiver of Closing Conditions to the Business Combination Agreement April 29, 2024 Reference is made to that certain Business Combination Agreement, dated as of May 31, 2023 (as amended by that First Amendment to Business Combination Agreement dated as of September 26, 2023 and that Second Amendment to Business Combination Agreement dated as of January 29, 2024 and as it may be further |
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| April 30, 2024 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 29, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| April 30, 2024 |
FIRST AMENDMENT TO WARRANT TRANSFER AGREEMENT Exhibit 10.2 Clifford Chance FIRST AMENDMENT TO WARRANT TRANSFER AGREEMENT THIS FIRST AMENDMENT TO WARRANT TRANSFER AGREEMENT (this "Amendment"), dated as of April 28, 2024 between Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Transferor" or the "Sponsor"), and Christian Schmid and Anette Schmid, the shareholders of Gebr. Schmid GmbH (together, the "Transfe |
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| April 30, 2024 |
Exhibit 10.5 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. PEGASUS DIGITAL MOBILITY SPONSOR LLC PEGASUS TOPCO B.V. AGREEMENT TO REMOVE THE LOCK-UP FROM CERTAIN CLASS B SHARES This Agreement on the Removal of the Lock-up from certain Class B shares (the "Agreement") is made and entered into as of 29 April 2024 BY AND AMONG (1) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted compa |
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| April 22, 2024 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 22, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| April 22, 2024 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 22, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| April 11, 2024 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces Entry into Several Non-Redemption and Investment Agreements and the Addition of Two Independent Board Members to the Schmid Group N.V. board of directors GREENWICH, CT (April 11, 2024) - Pegasus Digital Mobility Acquisition Corp. (the “Company”), Pegasus Digital Mobility Sponsor LLC (the “Sponsor”), and Pegasus TopCo B.V. to be rena |
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| April 11, 2024 |
NON-REDEMPTION AND INVESTMENT AGREEMENT Exhibit 10.1 NON-REDEMPTION AND INVESTMENT AGREEMENT This Non-Redemption and Investment Agreement (this “Agreement”) is entered as of April 11, 2024 by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Pegasus”), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and Pegasus TopCo B.V. (“TopCo”). RECITALS WHEREAS |
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| April 11, 2024 |
NON-REDEMPTION AND INVESTMENT AGREEMENT Exhibit 10.1 NON-REDEMPTION AND INVESTMENT AGREEMENT This Non-Redemption and Investment Agreement (this “Agreement”) is entered as of April 11, 2024 by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Pegasus”), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and Pegasus TopCo B.V. (“TopCo”). RECITALS WHEREAS |
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| April 11, 2024 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 11, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| April 11, 2024 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces Entry into Several Non-Redemption and Investment Agreements and the Addition of Two Independent Board Members to the Schmid Group N.V. board of directors GREENWICH, CT (April 11, 2024) - Pegasus Digital Mobility Acquisition Corp. (the “Company”), Pegasus Digital Mobility Sponsor LLC (the “Sponsor”), and Pegasus TopCo B.V. to be rena |
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| April 11, 2024 |
Entry into a Material Definitive Agreement, Other Events FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 11, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| March 29, 2024 |
Subsidiaries of Pegasus Digital Mobility Acquisition Corp. Exhibit 21 Subsidiaries of Pegasus Digital Mobility Acquisition Corp. Name of Subsidiary Jurisdiction of Incorporation or Organization Pegasus TopCo B.V. Amsterdam, Nederland |
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| March 29, 2024 |
Exhibit 97.1 Pegasus Digital Mobility Acquisition Corp. Compensation Clawback Policy Adopted December 1, 2023 Purpose The Board of Directors (the “Board”) of Pegasus Digital Mobility Acquisition Corp. (the “Corporation”) has adopted this compensation clawback policy (the “Policy”), which provides for the recoupment of certain incentive-based compensation in the event of an accounting restatement. |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| March 29, 2024 |
Third Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 8842457v2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP. (Adopted by Special Resolution passed on 7 December 2023 and effective on 7 December 2023) Filed: 07-Dec-2023 14:48 EST www.verify.gov.ky File#: 373730 Auth Code: H64687479346 8842457v2 T |
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| March 29, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| March 29, 2024 |
Exhibit 4.5 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Pegasus Digital Mobility Acquisition Corp. (the “Company,” “we,” “us,” and “our”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qu |
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| February 27, 2024 |
Agreement on the Use of Pegasus Class B Shares and Stock Exchange Listing, dated February 27, 2024. Exhibit 10.1 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. PEGASUS DIGITAL MOBILITY SPONSOR LLC GEBR. SCHMID GMBH PEGASUS TOPCO B.V. AND CERTAIN MEMBERS OF THE BOARD OF DIRECTORS AND/OR MANAGEMENT TEAM OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP. AGREEMENT ON USE OF PEGASUS CLASS B SHARES AND STOCK EXCHANGE LISTING This Agreement on the Use of Pegasus Class B Shares and Stock Exchange Listing (the " |
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| February 27, 2024 |
Promissory Note, dated February 27, 2024, issued to Pegasus Digital Mobility Sponsor LLC. Exhibit 10.2 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| February 27, 2024 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| February 14, 2024 |
PGSS / Pegasus Digital Mobility Acquisition Corp. / Vivaldi Asset Management, LLC Passive Investment SC 13G 1 schedule13gpgss21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Fili |
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| February 14, 2024 |
PGSS / Pegasus Digital Mobility Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 pgss20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| February 14, 2024 |
SC 13G/A 1 d753372dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) G69768102 (CINS Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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| February 14, 2024 |
EX-99.1 2 d753372dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Pegasus Digi |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2024 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-0809exhibit99.htm JOINT ACQUISITION STATEMENT EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity o |
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| February 13, 2024 |
EX-99.A 2 d634398dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
EX-99.B 3 d634398dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
SC 13G 1 d634398dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pegasus Digital Mobility Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 8, 2024 |
SC 13G 1 ef20020099sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Fi |
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| February 7, 2024 |
SC 13G/A 1 p24-0609sc13ga.htm PEGASUS DIGITAL MOBILITY ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2023 (Date |
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| January 29, 2024 |
Private Warrants Transfer Agreement dated as of January 29, 2024 Exhibit 10.2 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. Warrant transfer AGREEMENT Preamble THIS WARRANT TRANSFER AGREEMENT (this "Agreement") is entered into as of January 29, 2024, by and between Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Transferor" or the "Sponsor"), and Christian Schmid and Anette Schmid, the shareholders of Gebr. Schmid GmbH (toget |
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| January 29, 2024 |
Exhibit 99.2 Investor Presentation January 2024 1 DISCLAIMER 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation (together with any oral statements made in connection herewith, the “Presentatio |
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| January 29, 2024 |
Exhibit 99.2 Investor Presentation January 2024 1 DISCLAIMER 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation (together with any oral statements made in connection herewith, the “Presentatio |
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| January 29, 2024 |
Second Amendment to the Business Combination Agreement dated as of January 29, 2024 Exhibit 2.1 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG Pegasus Digital Mobility Acquisition Corp., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this "Amendment"), dated as of January 29, 2024 (the "Eff |
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| January 29, 2024 |
First Amendment to the Shareholders' Undertaking dated as of January 29, 2024 Exhibit 10.1 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG ANETTE SCHMID, CHRISTIAN SCHMID AND PEGASUS DIGITAL MOBILITY ACQUISITION CORP. FIRST AMENDMENT TO SHAREHOLDERS' UNDERTAKING FIRST AMENDMENT TO SHAREHOLDERS' UNDERTAKING THIS FIRST AMENDMENT TO THE SHAREHOLDERS' UNDERTAKING (this "Amendment"), dated as of January 29, 2024 is by and among (i) Pegasus Digital Mobility Acquisiti |
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| January 29, 2024 |
XJ Subscription Agreement dated as of January 29, 2024 Exhibit 10.5 SUBSCRIPTION AGREEMENT Pegasus Digital Mobility Acquisition Corp. 71 Fort Street George Town Grand Cayman KY1-1106 Cayman Islands Pegasus TopCo B.V. Robert-Bosch-Str. 32-36, 72250 Freudenstadt Germany Gebr. Schmid GmbH Robert-Bosch-Straße 32-36, 72250 Freudenstadt Germany Ladies and Gentlemen: This subscription agreement (the "Subscription Agreement") is being entered into by and amon |
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| January 29, 2024 |
Earn-out Agreement dated as of January 29, 2024 Exhibit 10.4 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG Pegasus Digital Mobility Acquisition Corp. AND PEGASUS TOPCO B.V., AND ANETTE SCHMID AND CHRISTIAN SCHMID EARNOUT AGREEMENT EARNOUT AGREEMENT THIS EARNOUT AGREEMENT, effective as of January 29, 2024 (this “Agreement”), is entered into by and among Pegasus TopCo B.V., a Dutch private limited liability company, (“TopCo”) to be |
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| January 29, 2024 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| January 29, 2024 |
Private Warrants Undertaking Agreement dated as of January 29, 2024 Exhibit 10.3 PRIVATE WARRANT UNDERTAKING AGREEMENT This AGREEMENT (this "Agreement"), dated as of January 29, 2024, is made by and among Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), Gebr. Schmid GmbH, a German limited liability company (the "Company"), Peg |
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| January 29, 2024 |
Earn-out Agreement dated as of January 29, 2024 Exhibit 10.4 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG Pegasus Digital Mobility Acquisition Corp. AND PEGASUS TOPCO B.V., AND ANETTE SCHMID AND CHRISTIAN SCHMID EARNOUT AGREEMENT EARNOUT AGREEMENT THIS EARNOUT AGREEMENT, effective as of January 29, 2024 (this “Agreement”), is entered into by and among Pegasus TopCo B.V., a Dutch private limited liability company, (“TopCo”) to be |
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| January 29, 2024 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| January 29, 2024 |
Exhibit 10.1 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG ANETTE SCHMID, CHRISTIAN SCHMID AND PEGASUS DIGITAL MOBILITY ACQUISITION CORP. FIRST AMENDMENT TO SHAREHOLDERS' UNDERTAKING FIRST AMENDMENT TO SHAREHOLDERS' UNDERTAKING THIS FIRST AMENDMENT TO THE SHAREHOLDERS' UNDERTAKING (this "Amendment"), dated as of January 29, 2024 is by and among (i) Pegasus Digital Mobility Acquisiti |
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| January 29, 2024 |
Second Amendment to the Business Combination Agreement dated as of January 29, 2024 Exhibit 2.1 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG Pegasus Digital Mobility Acquisition Corp., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this "Amendment"), dated as of January 29, 2024 (the "Eff |
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| January 29, 2024 |
Private Warrants Undertaking Agreement dated as of January 29, 2024 Exhibit 10.3 PRIVATE WARRANT UNDERTAKING AGREEMENT This AGREEMENT (this "Agreement"), dated as of January 29, 2024, is made by and among Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), Gebr. Schmid GmbH, a German limited liability company (the "Company"), Peg |
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| January 29, 2024 |
Private Warrants Transfer Agreement dated as of January 29, 2024 Exhibit 10.2 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. Warrant transfer AGREEMENT Preamble THIS WARRANT TRANSFER AGREEMENT (this "Agreement") is entered into as of January 29, 2024, by and between Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Transferor" or the "Sponsor"), and Christian Schmid and Anette Schmid, the shareholders of Gebr. Schmid GmbH (toget |
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| January 29, 2024 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces Revaluation of its Business Combination with Gebr. Schmid Group and the Entering Into Related Agreements GREENWICH, CT (January 29, 2024) - Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the "Company"), a special purpose acquisition company founded by StratCap Investment Management, LLC, formerly Strategic Capital Fund M |
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| January 29, 2024 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces Revaluation of its Business Combination with Gebr. Schmid Group and the Entering Into Related Agreements GREENWICH, CT (January 29, 2024) - Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the "Company"), a special purpose acquisition company founded by StratCap Investment Management, LLC, formerly Strategic Capital Fund M |
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| January 29, 2024 |
XJ Subscription Agreement dated as of January 29, 2024 Exhibit 10.5 SUBSCRIPTION AGREEMENT Pegasus Digital Mobility Acquisition Corp. 71 Fort Street George Town Grand Cayman KY1-1106 Cayman Islands Pegasus TopCo B.V. Robert-Bosch-Str. 32-36, 72250 Freudenstadt Germany Gebr. Schmid GmbH Robert-Bosch-Straße 32-36, 72250 Freudenstadt Germany Ladies and Gentlemen: This subscription agreement (the "Subscription Agreement") is being entered into by and amon |
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| January 24, 2024 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 19, 2024 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| January 24, 2024 |
Pegasus Digital Mobility Acquisition Corp. Receives Continued Listing Standard Notice from NYSE Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Receives Continued Listing Standard Notice from NYSE GREENWICH, CT, January 24, 2024 – Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS, PGSS.U, PGSS.WS) (the “Company”), a special purpose acquisition company founded by Pegasus Digital Mobility Sponsor, LLC, and formed for the purpose of effecting a merger, share exchange, asset acquisi |
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| January 23, 2024 |
SC 13G 1 eps111031.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pegasus Digital Mobility Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| December 29, 2023 |
Financial Statements and Exhibits, Other Events FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 29, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| December 29, 2023 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces the Extension of the Combination Period until April 30, 2024 GREENWICH, CT (December 29, 2023) - Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the “Company”) today announced that it has decided to extend the date by which the Company must consummate a business combination until April 30, 2024. Pegasus Digital Mobility S |
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| December 7, 2023 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces the Results of its Extraordinary General Meeting and Amendment of its Memorandum and Articles of Association GREENWICH, CT (December 7, 2023) - Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the "Company"), a special purpose acquisition company founded by StratCap Investment Management, LLC, formerly Strategic Capital Fu |
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| December 7, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 13, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| November 1, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| November 1, 2023 |
Exhibit 10.5 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| November 1, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| November 1, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| November 1, 2023 |
Promissory Note, dated November 1, 2023, issued to Pegasus Digital Mobility Sponsor LLC. Exhibit 10.6 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| November 1, 2023 |
Exhibit 10.4 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| November 1, 2023 |
Exhibit 10.3 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| November 1, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| October 23, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 23, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| September 26, 2023 |
Exhibit 2.1 CLIFFORD CHANCE PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG EXECUTION VERSION PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this "Amendment"), dated as of September 2 |
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| September 26, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 26, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| September 26, 2023 |
First Amendment to the Business Combination Agreement dated September 26, 2023 Exhibit 2.1 CLIFFORD CHANCE PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG EXECUTION VERSION PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this "Amendment"), dated as of September 2 |
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| September 26, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 26, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| July 31, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| July 31, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securitie |
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| July 27, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 27, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| July 27, 2023 |
EXHIBIT 99.1 Pegasus Digital Mobility Acquisition Corp. Announces Redemption Results and Confirms Voluntary Payment Amount GREENWICH, CT (July 27, 2023) - Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the "Company"), a special purpose acquisition company founded by Pegasus Digital Mobility Sponsor (the "Sponsor") and formed for the purpose of effecting a merger, share exchange, asset |
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| July 27, 2023 |
Financial Statements and Exhibits, Other Events FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 27, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| July 14, 2023 |
EXHIBIT 99.1 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. ANNOUNCES THIRD EXTENSION AND FURTHER VOLUNTARY PAYMENTS INTO TRUST ACCOUNT Greenwich, CT, July 14, 2023 – Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the "Company"), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combinat |
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| July 14, 2023 |
EXHIBIT 99.1 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. ANNOUNCES THIRD EXTENSION AND FURTHER VOLUNTARY PAYMENTS INTO TRUST ACCOUNT Greenwich, CT, July 14, 2023 – Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the "Company"), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combinat |
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| July 14, 2023 |
Exhibit 99.2 Investor Presentation July 2023 1 DISCLAIMER 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation (together with any oral statements made in connection herewith, the “Presentation”) |
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| July 14, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 14, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| July 14, 2023 |
Exhibit 99.2 Investor Presentation July 2023 1 DISCLAIMER 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation (together with any oral statements made in connection herewith, the “Presentation”) |
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| July 14, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 14, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| May 31, 2023 |
Business Combination Agreement dated as of May 31, 2023 Exhibit 2.1 CLIFFORD CHANCE PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG EXECUTION VERSION PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. BUSINESS COMBINATION AGREEMENT Contents Clause Page 1. Certain Definitions 4 2. Transactions 20 3. Closing 29 4. Representations and Warranties relating to the Company 30 5. Representations and Warr |
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| May 31, 2023 |
Exhibit 10.3 EXHIBIT C EXECUTION VERSION SPONSOR AGREEMENT This SPONSOR AGREEMENT (this "Agreement"), dated as of May 31, 2023, is made by and among Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), Pegasus Digital Mobility Acquisition Corp, a Cayman Islands exempted company ("Pegasus"), Gebr. Schmid GmbH, a German limited liability company (the "Com |
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| May 31, 2023 |
Exhibit 10.6 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG pegasus digital mobility acquisiiton corp. PEGASUS TOPCO b.v. Continental Stock Transfer & Trust Company FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") dated as of [●], |
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| May 31, 2023 |
Exhibit 99.1 PRIVILEGED AND CONFIDENTIAL DRAFT The SCHMID GROUP to List on NYSE through Business Combination with Pegasus Digital Mobility Acquisition Corp. · SCHMID is a global supplier of proprietary, industry-leading capital equipment, software and services to high end printed circuit board (PCB) and organic substrate manufacturers, as well as offerings in photovoltaics (PV) and energy storage. |
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| May 31, 2023 |
Exhibit 10.7 [This is a translation into English of the official Dutch version of the articles of association of a public company with limited liability under Dutch law. Definitions included in Article 1 below appear in the English alphabetical order, but will appear in the Dutch alphabetical order in the official Dutch version. In the event of a conflict between the English and Dutch texts, the D |
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| May 31, 2023 |
Exhibit 10.4 EXHIBIT D SUBSCRIPTION AGREEMENT Pegasus Digital Mobility Acquisition Corp. 71 Fort Street George Town Grand Cayman KY1-1106 Cayman Islands Pegasus TopCo B.V. [Address] Ladies and Gentlemen: This subscription agreement (the "Subscription Agreement") is being entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("SPAC"), Pegasus TopCo |
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| May 31, 2023 |
Form of PIPE Subscription Agreement Exhibit 10.4 EXHIBIT D SUBSCRIPTION AGREEMENT Pegasus Digital Mobility Acquisition Corp. 71 Fort Street George Town Grand Cayman KY1-1106 Cayman Islands Pegasus TopCo B.V. [Address] Ladies and Gentlemen: This subscription agreement (the "Subscription Agreement") is being entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("SPAC"), Pegasus TopCo |
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| May 31, 2023 |
Exhibit 10.7 [This is a translation into English of the official Dutch version of the articles of association of a public company with limited liability under Dutch law. Definitions included in Article 1 below appear in the English alphabetical order, but will appear in the Dutch alphabetical order in the official Dutch version. In the event of a conflict between the English and Dutch texts, the D |
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| May 31, 2023 |
Exhibit 10.5 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG pegasus topco B.V. Pegasus digital mobility acquisition corp Pegasus Digital Mobility Sponsor LLC Christian Schmid Anette Schmid form of REGISTRATION RIGHTS AGREEMENT CONTENTS Clause Page 1. Definitions 1 2. Registrations and Offerings 5 3. Company Procedures 9 4. Indemnification and Contribution 15 5. Miscellaneous 16 FORM |
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| May 31, 2023 |
Exhibit 10.2 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG EXECUTION VERSION LOCK-up LETTER OF CHRISTIAN SCHMID and ANETTE SCHMID Clifford Chance Partnerschaft mit beschrÄnkter Berufshaftung von RechtsanwÄlten, Steuerberatern und Solicitors · Sitz: Frankfurt am Main · AG Frankfurt am Main PR 2669 Clifford Chance This letter agreement (this "Letter Agreement") is being delivered to P |
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| May 31, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| May 31, 2023 |
Warrant Grant Agreement dated as of May 31, 2023 Exhibit 10.9 WARRANT GRANT AGREEMENT This agreement (the “Agreement”) is entered into as of May 31, 2023, by and between Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of undersigned officers and directors (each, a “Recipient”) of Pegasus Digital Mobility Acquisition Corp (the “Company”). WHEREAS, the Sponsor has purchased a certain number |
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| May 31, 2023 |
Form of Registration Rights Agreement Exhibit 10.5 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG pegasus topco B.V. Pegasus digital mobility acquisition corp Pegasus Digital Mobility Sponsor LLC Christian Schmid Anette Schmid form of REGISTRATION RIGHTS AGREEMENT CONTENTS Clause Page 1. Definitions 1 2. Registrations and Offerings 5 3. Company Procedures 9 4. Indemnification and Contribution 15 5. Miscellaneous 16 FORM |
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| May 31, 2023 |
Shareholders' Undertaking dated as of May 31, 2023 Exhibit 10.1 EXECUTION VERSION ANETTE SCHMID, CHRISTIAN SCHMID AND PEGASUS DIGITAL MOBILITY ACQUISITION CORP SHAREHOLDERS' UNDERTAKING (TO BE NOTARIZED) THIS SHAREHOLDERS' UNDERTAKING AGREEMENT (this "Agreement") is made and entered into as of May 31, 2023, BY AND AMONG (1) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), (2) Anette Schmid, with her busine |
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| May 31, 2023 |
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. |
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| May 31, 2023 |
Exhibit 10.1 EXECUTION VERSION ANETTE SCHMID, CHRISTIAN SCHMID AND PEGASUS DIGITAL MOBILITY ACQUISITION CORP SHAREHOLDERS' UNDERTAKING (TO BE NOTARIZED) THIS SHAREHOLDERS' UNDERTAKING AGREEMENT (this "Agreement") is made and entered into as of May 31, 2023, BY AND AMONG (1) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), (2) Anette Schmid, with her busine |
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| May 31, 2023 |
Exhibit 10.10 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MA |
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| May 31, 2023 |
Sponsor Support Agreement dated as of May 31, 2023 Exhibit 10.3 EXHIBIT C EXECUTION VERSION SPONSOR AGREEMENT This SPONSOR AGREEMENT (this "Agreement"), dated as of May 31, 2023, is made by and among Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), Pegasus Digital Mobility Acquisition Corp, a Cayman Islands exempted company ("Pegasus"), Gebr. Schmid GmbH, a German limited liability company (the "Com |
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| May 31, 2023 |
Exhibit 2.1 CLIFFORD CHANCE PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG EXECUTION VERSION PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. BUSINESS COMBINATION AGREEMENT Contents Clause Page 1. Certain Definitions 4 2. Transactions 20 3. Closing 29 4. Representations and Warranties relating to the Company 30 5. Representations and Warr |
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| May 31, 2023 |
Exhibit 10.8 Dated 2023 (1) Pegasus Digital Mobility Acquisition Corp. (2) pegasus mergersub corp. (3) pegasus TopCo b.v. PLAN OF MERGER CONTENTS Clause Page 1. Definitions and Interpretation 2 2. Plan of Merger 3 3. Approval and Authorisation 5 4. Amendment and Termination 5 5. Notices 6 6. Counterparts 6 7. Governing Law 6 Schedule 1 7 Business Combination Agreement 7 SIGNATORIES 9 THIS PLAN OF |
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| May 31, 2023 |
Exhibit 10.9 WARRANT GRANT AGREEMENT This agreement (the “Agreement”) is entered into as of May 31, 2023, by and between Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of undersigned officers and directors (each, a “Recipient”) of Pegasus Digital Mobility Acquisition Corp (the “Company”). WHEREAS, the Sponsor has purchased a certain number |
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| May 31, 2023 |
Form of Warrant Assumption Agreement Exhibit 10.6 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG pegasus digital mobility acquisiiton corp. PEGASUS TOPCO b.v. Continental Stock Transfer & Trust Company FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") dated as of [●], |
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| May 31, 2023 |
Promissory Note dated as of May 31, 2023 Exhibit 10.10 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MA |
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| May 31, 2023 |
Exhibit 99.1 PRIVILEGED AND CONFIDENTIAL DRAFT The SCHMID GROUP to List on NYSE through Business Combination with Pegasus Digital Mobility Acquisition Corp. · SCHMID is a global supplier of proprietary, industry-leading capital equipment, software and services to high end printed circuit board (PCB) and organic substrate manufacturers, as well as offerings in photovoltaics (PV) and energy storage. |
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| May 31, 2023 |
Company Lock-Up Agreement dated as of May 31, 2023 Exhibit 10.2 Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG EXECUTION VERSION LOCK-up LETTER OF CHRISTIAN SCHMID and ANETTE SCHMID Clifford Chance Partnerschaft mit beschrÄnkter Berufshaftung von RechtsanwÄlten, Steuerberatern und Solicitors · Sitz: Frankfurt am Main · AG Frankfurt am Main PR 2669 Clifford Chance This letter agreement (this "Letter Agreement") is being delivered to P |
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| May 31, 2023 |
Exhibit 10.8 Dated 2023 (1) Pegasus Digital Mobility Acquisition Corp. (2) pegasus mergersub corp. (3) pegasus TopCo b.v. PLAN OF MERGER CONTENTS Clause Page 1. Definitions and Interpretation 2 2. Plan of Merger 3 3. Approval and Authorisation 5 4. Amendment and Termination 5 5. Notices 6 6. Counterparts 6 7. Governing Law 6 Schedule 1 7 Business Combination Agreement 7 SIGNATORIES 9 THIS PLAN OF |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40945 CUSIP Numbers: G69768102; G69768128 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form |
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| May 10, 2023 |
PGSS / Pegasus Digital Mobility Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) April 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| April 24, 2023 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces the Second Three-Months Extension of the Combination Period GREENWICH, CT (April 24, 2023) - Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the “Company”), a special purpose acquisition company founded by StratCap Investment Management, LLC, formerly Strategic Capital Fund Management, LLC, ("StratCap") and sponsored by P |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. (Exact name of Registrant as specified in its charter) Cayman Islands 001-40945 98-1596591 (State or other jurisdiction of inc |
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| April 24, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 19, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. (Exact name of Registrant as specified in its charter) Cayman Islands 001-40945 98-1596591 (State or other jurisdiction of inc |
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| April 19, 2023 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces the Results of its Extraordinary General Meeting and Amendment of its Memorandum and Articles of Association GREENWICH, CT (April 19, 2023) - Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the "Company"), a special purpose acquisition company founded by Strategic Capital Fund Management, LLC (the "Sponsor"), today announ |
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| March 29, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| March 28, 2023 |
Exhibit 4.5 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Pegasus Digital Mobility Acquisition Corp. (the “Company,” “we,” us,” and “our”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qua |
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| March 28, 2023 |
Subsidiaries of Pegasus Digital Mobility Acquisition Corp. EX-21 3 pgss-20221231xex21.htm EXHIBIT 21 Exhibit 21 Subsidiaries of Pegasus Digital Mobility Acquisition Corp. Name of Subsidiary Jurisdiction of Incorporation or Organization Pegasus TopCo B.V. Amsterdam, Nederland |
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| March 15, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| March 15, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 15, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. (Exact name of Registrant as specified in its charter) Cayman Islands 001-40945 98-1596591 (State or other jurisdiction of inc |
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| March 2, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 2, 2023 |
CORRESP 1 filename1.htm Clifford Chance Partnerschaft mit beschränkter Berufshaftung JUNGHOFSTRAßE 14 60311 Frankfurt am Main Germany Tel +49 69 7199 01 Fax +49 69 7199 4000 www.cliffordchance.com VIA EDGAR Joseph Ambrogi and Pam Howell United States Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0404 March 2, 2023 Re Pegasus Digital Mobi |
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| February 21, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| February 14, 2023 |
EX-99.1 2 d465099dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Pegasus Digi |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pegasus Digital Mobility Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2023 |
SC 13G 1 d465099dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) G69768102 (CINS Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 8, 2023 |
SC 13G/A 1 p020823a.htm SCHEDULE 13G (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G69768128 (CUSIP Number) 12/31/2022 (Date of Event which Re |
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| January 23, 2023 |
Promissory Note for Extension Payment Exhibit 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| January 23, 2023 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces the Three-Months Extension of the Combination Period GREENWICH, CT (January 23, 2023) - Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the “Company”), a special purpose acquisition company founded by Strategic Capital Fund Management, LLC (“Strategic Capital”), today announced that it has funded the trust account maintai |
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| January 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 23, 2023 Date of Report (date of earliest event reported) Pegasus Digital Mobility Acquisition Corp. (Exact name of Registrant as specified in its charter) Cayman Islands 001-40945 98-1596591 (State or other jurisdiction of i |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| August 26, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pegasus Digital Mobility Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G69768102 (CUSIP Number) August 17, 2022 (Date of Event which Requires Filing of this Statement) C |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Exhibit 4.5 ? PEGASUS DIGITAL MOBILITY ACQUISITION CORP. ? SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? The following summary of the material terms of the securities of Pegasus Digital Mobility Acquisition Corp. (the ?Company,? ?we,? ?us,? and ?our?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to |
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| March 31, 2022 |
Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP. |
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| February 14, 2022 |
BALYASNY ASSET MANAGEMENT LLC - SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G69768102 (CINS Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 10, 2022 |
Polar Asset Management Partners Inc. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the ap |
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| February 10, 2022 |
ADAGE CAPITAL PARTNERS GP, L.L.C. - PEGASUS DIGITAL MOBILITY ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate b |
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| December 30, 2021 |
SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G69768128 (CINS Number) October 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| December 10, 2021 |
Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on December 13, 2021 Greenwich, CT, (December 10, 2021) ? Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the ?Company?), a special purpose acquisition company founded by Strategic Capital Fund Management, LLC (?Strategic Capital?), announced tha |
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| December 10, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 Pegasus Digital Mobility Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40945 98-1596591 (State or other jurisdiction of |
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| November 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEGASUS DIGITAL MOBILITY ACQUISI |
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| November 12, 2021 |
Pegasus Digital Mobility Acquisition Corp. INDEX TO PRO FORMA BALANCE SHEET Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. INDEX TO PRO FORMA BALANCE SHEET Page Unaudited Pro Forma Balance Sheet as of October 26, 2021 F-2 Notes to Unaudited Pro Forma Balance Sheet F-3 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. PRO FORMA BALANCE SHEET October 26, 2021 October 26, 2021 Pro Forma Adjustments (unaudited) As Adjusted (unaudited) Assets Cash $ 2,753,243 $ $ 2,753,243 P |
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| November 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 Pegasus Digital Mobility Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40 |
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| November 5, 2021 |
ADAGE CAPITAL PARTNERS GP, L.L.C. - PEGASUS DIGITAL MOBILITY ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G69768128** (CUSIP Number) October 26, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box |
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| November 1, 2021 |
Pegasus Digital Mobility Acquisition Corp. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 Pegasus Digital Mobility Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 26, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors Pegasus Digital Mobility Acquisition Corp. Opinion on the Financial Statement We hav |
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| November 1, 2021 |
Hartree Partners, LP - SCHEDULE 13G SC 13G 1 h47160158.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pegasus Digital Mobility Acquisition Corp. (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G69768128 (CUSIP Number) 10/22/2021 (Date of Event which Requires Filing of this Statement) Ch |
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| November 1, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 Pegasus Digital Mobility Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40 |
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| October 26, 2021 |
Exhibit?10.3 ? INVESTMENT MANAGEMENT TRUST AGREEMENT ? This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October?21, 2021 by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?),?and Continental Stock Transfer?& Trust Company, a New York corporation (the ?Trustee?). ? WHEREAS, the Company?s registration statem |
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| October 26, 2021 |
Exhibit 10.5 Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, CT 06830 October 21, 2021 Strategic Capital Management Holdings, LLC 260 Mason Street Greenwich, CT 06830 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?) and Strategic Capit |
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| October 26, 2021 |
EX-10.6 9 tm2117318d20ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 21, 2021 (this “Agreement”), is entered into by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (th |
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| October 26, 2021 |
Exhibit 3.1 i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP. (Adopted by Special Resolution dated 21 October 2021) Filed: 22-Oct-2021 13:41 EST Auth Code: B49672627143 www.verify.gov.ky File#: 373730 ii THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPAN |
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| October 26, 2021 |
8-K 1 tm2117318d208k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 Pegasus Digital Mobility Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jur |
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| October 26, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 21, 2021, is made and entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), the qualified institutional buyers or ins |
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| October 26, 2021 |
EX-1.1 2 tm2117318d20ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version 20,000,000 Units Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, Connecticut 06830 ($10.00 per Unit) UNDERWRITING AGREEMENT October 21, 2021 Barclays Capital Inc. As Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New |
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| October 26, 2021 |
Exhibit 10.1 WARRANT AGREEMENT between PEGASUS DIGITAL MOBILITY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of October 21, 2021, is by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant ag |
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| October 26, 2021 |
? Exhibit 10.2 ? October 21, 2021 ? Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, CT 06830 ? Re: Initial Public Offering ? Ladies and Gentlemen: ? This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Is |
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| October 25, 2021 |
$200,000,000 Pegasus Digital Mobility Acquisition Corp. 20,000,000 Units TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-259860? PROSPECTUS ? $200,000,000 Pegasus Digital Mobility Acquisition Corp. 20,000,000 Units ? Pegasus Digital Mobility Acquisition Corp. is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, r |
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| October 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PEGASUS DIGITAL MOBILITY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-1596591 (State or other jurisdiction of incorporation or organization) (I.R.S. Em |
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| October 19, 2021 |
PEGASUS DIGITAL MOBILITY ACQUISITION CORP. 71 Fort Street George Town Grand Cayman KY1-1106 Cayman Islands October 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Ruairi Regan James Lopez Re: Pegasus Digital Mobility Acquisition Corp. Registration Statement on Form S-1 File No. |
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| October 19, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm October 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Ruairi Regan James Lopez Re: Pegasus Digital Mobility Acquisition Corp. Registration Statement on Form S-1, as amended Filed October 8, 2021 File No. 333-259860 Dear Ladies and Gentlemen: Pursuant t |
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| October 8, 2021 |
Exhibit 10.2 Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ? |
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| October 8, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [], 2021 by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S- |
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| October 8, 2021 |
EX-10.7 11 tm2117318d6ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [Name of D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, p |
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| October 8, 2021 |
Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (this ?Agreement?), is entered into by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consu |
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| October 8, 2021 |
Form of Underwriting Agreement EX-1.1 2 tm2117318d3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 20,000,000 Units Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, Connecticut 06830 ($10.00 per Unit) UNDERWRITING AGREEMENT [●], 2021 Barclays Capital Inc. As Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gen |
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| October 8, 2021 |
Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and among (i) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?SPAC?), (ii) Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), and (iii) the investor listed on the signature page hereto (?Investor?). This Agre |
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| October 8, 2021 |
Exhibit 10.8 Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, CT 06830 [?], 2021 Strategic Capital Management Holdings, LLC 260 Mason Street Greenwich, CT 06830 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?) and Strategic Capital Mana |
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| October 8, 2021 |
As filed with the Securities and Exchange Commission on October 8, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 8, 2021. |
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| October 8, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT between PEGASUS DIGITAL MOBILITY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the |
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| October 8, 2021 |
Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES PEGASUS DIGITAL MOBILITY ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF PEGASUS DIGITAL MOBILITY ACQUISITION COR |
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| October 8, 2021 |
2100 L Street, NW Suite 900 Washington, D.C. 20037 Telephone: 202.887.1500 Facsimile: 202.887.0763 www.mofo.com morrison & foerster llp beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. October 8, 2021 BY EDGAR Mr. Roy Regan Division of Corporation Finance United States Securities a |
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| October 8, 2021 |
Exhibit 10.5 Pegasus Digital Mobility Acquisition Corp. 71 Fort Street, George Town, Grand Cayman KY1-1106, Cayman Islands April 16, 2021 Pegasus Digital Mobility Sponsor LLC 71 Fort Street George Town Grand Cayman KY1-1106 Cayman Islands RE: Securities Subscription Agreement Ladies and Gentlemen: Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?, ?we? or |
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| October 8, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR Pegasus Digital Mobility Acquisition Corp. CERTAIN DEFINITIONS CUSIP [] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share |
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| October 8, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), the qualified institutional buyers or institutio |
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| September 28, 2021 |
Exhibit 99.2 Consent of Jeffrey H. Foster In connection with the filing by Pegasus Digital Mobility Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as |
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| September 28, 2021 |
EX-99.1 10 tm2117318d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent of Steven J. Norris In connection with the filing by Pegasus Digital Mobility Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule |
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| September 28, 2021 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.2 THE COMPANIES Act (As revised) of the cayman islands company limited by shares Amended and Restated MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP. (Adopted by Special Resolution dated [ ] 2021) i THE COMPANIES Act (as revised) of the cayman islands company limIted by shares Amended and Restated MEMORANDUM OF ASSOCIATION of PEGASUS DIGITAL MOBILITY |
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| September 28, 2021 |
Memorandum and Articles of Association EX-3.1 2 tm2117318d3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP. Auth Code: A75629083322 www.verify.gov.ky i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PEGASUS DIGITAL MOBILITY ACQUI |
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| September 28, 2021 |
EX-10.5 7 tm2117318d3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Pegasus Digital Mobility Acquisition Corp. 71 Fort Street, George Town, Grand Cayman KY1-1106, Cayman Islands April 16, 2021 Pegasus Digital Mobility Sponsor LLC 71 Fort Street George Town Grand Cayman KY1-1106 Cayman Islands RE: Securities Subscription Agreement Ladies and Gentlemen: Pegasus Digital Mobility Acquisition Corp., a Cayman Isl |
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| September 28, 2021 |
2100 L Street, NW Suite 900 Washington, D.C. 20037 Telephone: 202.887.1500 Facsimile: 202.887.0763 www.mofo.com morrison & foerster llp beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. September 28, 2021 BY EDGAR Mr. Roy Regan Division of Corporation Finance United States Securitie |
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| September 28, 2021 |
Exhibit 99.3 Consent of Florian Wolf In connection with the filing by Pegasus Digital Mobility Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nom |
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| September 28, 2021 |
Power of Attorney (included on signature page of the initial filing of this Registration Statement) S-1 1 tm2117318-2s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 28, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pegasus Digital Mobility Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State |
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| September 28, 2021 |
Exhibit 99.4 Consent of John Doherty In connection with the filing by Pegasus Digital Mobility Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nom |
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| September 28, 2021 |
EX-10.1 6 tm2117318d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY |
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| September 28, 2021 |
Form of Code of Ethics and Business Conduct EX-14 8 tm2117318d3ex14.htm EXHIBIT 14 Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP. ADOPTED ON [●], 2021 1. Introduction The Board of Directors (the “Board”) of Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of business conduct and ethics (this “Code”), as amended from time to time |
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| June 14, 2021 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on June 14, 2021. |
