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.

(Exact name of Registrant as specified in its charter)

+1345 769-4900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

The information set forth under Item 2.03 to this Current Report on Form 8-K is hereby incorporated by reference herein.  

On February 27, 2024 Pegasus Digital Mobility Acquisition Corp. (the "Company") approved the entry into an agreement between the Company, Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), Gebr. Schmid GmbH, Pegasus TopCo B.V. ("TopCo"), and members of the Company's board of directors and the management team of the Company on the use of Pegasus Class B Shares and regarding the stock exchange listing closing condition under the Business Combination Agreement (the “Agreement”). The Agreement includes (i) the parties' agreement on the use of up to 2,812,500 Pegasus Class B Shares (“Incentive Shares”) to be used to incentivize existing shareholders of the Company and/or new investors to enter into non-redemption and investment agreements, (ii) lift and waive certain transfer restrictions and lock-up periods applicable to the Incentive Shares, and (iii) amend the stock exchange listing closing condition in the Business Combination Agreement such that the closing condition will be satisfied if TopCo's initial listing application to either the NYSE or the NASDAQ Stock Market. A form non-redemption agreement between the Company, the Sponsor and a signing investor is attached to the Agreement as Annex A.

On February 27, 2024, the Company also issued a non-convertible unsecured promissory note (the "February 2024 Promissory Note") in the principal amount of up to $1,000,000.00 to the Sponsor. The February 2024 Promissory Note bears no interest and is repayable in full upon the earliest of April 30, 2024, the date on which the Company consummates a business combination, or within three (3) business days of the receipt by the Company of a break-fee, termination fee or similar arrangement in connection with a potential business combination. If the Company does not consummate a business combination, the February 2024 Promissory Note will not be repaid and all amounts owed under the February 2024 Promissory Note will be forgiven except to the extent that the Company has funds available to it outside of its trust account (as outlined in the February 2024 Promissory Note).

Copies of the Agreement on the Use of Pegasus Class B Shares and Stock Exchange Listing and the February 2024 Promissory Note are attached as Exhibit 10.1 and Exhibit 10.2 respectively to this Current Report on Form 8-K and are incorporated herein by reference. The disclosures as set forth in this Item 1.01 and Item 2.03 are intended to be summaries only and both are qualified in their entirety by reference to the full texts of the Agreement on the Use of Pegasus Class B Shares and Stock Exchange Listing and the February 2024 Promissory Note.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.