Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Tel: +49 7441 538 0

(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)​

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.​

2.

Proposal No. 2 — Merger Proposal — A proposal, by a special resolution, to authorize and approve the Plan of Merger made in accordance with Part XVI of the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, pursuant to which Pegasus will merge with Merger Sub, with Pegasus as the surviving company (the “Merger”); and

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3.

Proposal No. 3 — The Adjournment Proposal — A proposal, by an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary or appropriate, either (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes for the approval of the Business Combination Proposal or the Merger Proposal, (ii) if holders of Class A ordinary shares, par value US$0.0001 each, of Pegasus (the “Pegasus Class A Ordinary Shares”) have elected to redeem an amount of Pegasus Class A Ordinary Shares such that Pegasus would have less than $5,000,001 of net tangible assets, or (iii) where the board of directors of Pegasus (the “Pegasus Board”) has determined it is otherwise necessary. In either such case, the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.

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As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

•

Pegasus shall sell TopCo to the shareholders of Schmid for nominal consideration;

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•

The shareholders of Schmid shall contribute their shares of Company Common Stock (as defined in the Business Combination Agreement) to TopCo in return for 28,725,000 TopCo Ordinary Shares (the “Exchange”);

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•

Pegasus will merge with Merger Sub, with Pegasus as the surviving company (the “Surviving Company”) in the Merger;

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•

In connection with the Merger, each issued and outstanding Eligible Pegasus Share will be automatically cancelled and extinguished in exchange for the Merger Consideration (as defined in the Business Combination Agreement) (together with the Merger, the “Business Combination”);

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•

Each outstanding public warrant of Pegasus to purchase a Pegasus Class A Ordinary Share (“Pegasus Public Warrants”) and each outstanding private warrant of Pegasus to purchase a Pegasus Class A Ordinary Share (“Pegasus Private Placement Warrants”) will, by its terms, convert into a warrant of TopCo (“TopCo Public Warrants” and “TopCo Private Placement Warrants”, respectively) to purchase one ordinary share A, nominal value EUR 0.01 per share of TopCo (“TopCo Ordinary Share”), on the same contractual terms and conditions as were in effect with respect to such warrants immediately prior to the closing of the Merger; and

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•

Immediately thereafter, a notarial deed will be executed by a Dutch notary in order to change the legal form of TopCo from a private limited liability company to a public limited liability company.

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In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Pegasus and TopCo entered into a letter agreement (the “Sponsor Agreement”) with Pegasus Digital Mobility Sponsor LLC (the “Sponsor”) and Schmid, pursuant to which the Sponsor has agreed (a) to vote all of its Pegasus Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 each, of Pegasus (“Pegasus Class B Ordinary Shares” and collectively with the Pegasus Class A Ordinary Shares, the “Pegasus Ordinary Shares”) in favor of all of the Transaction Proposals and to take all actions reasonably necessary to cause the closing of the Business Combination, including execution of the shareholder approval, (b) be bound by certain transfer restrictions with respect to their Pegasus Ordinary Shares prior to Closing, and (c) be bound by certain lock-up provisions during the lock-up period described therein with respect to the Equity Securities of TopCo issued pursuant to the Business Combination Agreement, in each case on the terms and subject to the conditions set forth therein.

The following tables illustrate varying ownership levels in TopCo immediately following the consummation of the Business Combination based on three scenarios, (i) assuming 290,570 shares by holders of Pegasus Class A Ordinary Shares (“Pegasus Public Shareholders”) (subsequent to the redemptions that happened in 2023) are redeemed leaving at least $45.0 million in the Trust Account (at $10.69 per share based on the Trust Account as of June 30, 2023) in order to satisfy the minimum cash condition of $45,000,000 (not assuming part of the minimum cash condition is fulfilled by a debt instrument), (ii) assuming

the minimum cash condition is waived by the parties to the Business Combination Agreement and a balance of at least $30,000,000 remains in the Trust Account representing 2,806,298 Pegasus Class A Ordinary Shares which remain not redeemed, and (iii) assuming the minimum cash condition is waived by the parties to the Business Combination Agreement and a balance of at least $5,000,000 remains in the Trust Account representing 467,716 Pegasus Class A Ordinary Shares which remain not redeemed. The tables further assumes the following: (i) all 2,812,500 Pegasus Class B Ordinary Shares are used for incentives for non-redemption agreements (for the high redemption scenario it is assumed all such shares are cancelled), (ii) there are no Dissenting Pegasus Shareholders, (iii) there are no other additional investors in TopCo at the consummation of the Business Combination who will receive TopCo Ordinary Shares, and (iv) that none of the Pegasus Private Placement Warrants or the Pegasus Public Warrants have been exercised or are exercised at the time of the completion of the Business Combination.

The following summarizes the number of TopCo Shares outstanding under the three redemption scenarios:

(1)

For the low and interim scenarios, assumes 2,812,500 Pegasus Class B Ordinary Shares are used for non-redemption agreements with holders of Pegasus Class A Ordinary Shares (it has been preliminarily agreed to use all or substantially all of such shares for non-redemption agreements). For the high redemption scenario, assumes the 2,812,500 Pegasus Class B Ordinary Shares are cancelled.

​

The following summarizes the number of TopCo Shares outstanding under the three redemption scenarios if all public and private warrants were exercised and all 5,000,000 earn-out shares held by Anette Schmid and Christian Schmid vest (showing the maximum dilution but not accounting for any management incentive shares issued and assuming all warrants are exercised on a cash-basis rather than a cashless basis):

(1)

For the low and interim scenarios, assumes 2,812,500 Pegasus Class B Ordinary Shares are used for non-redemption agreements with holders of Pegasus Class A Ordinary Shares (it has been preliminarily agreed to use all or substantially all of such shares for non-redemption agreements). For the high redemption scenario, assumes the 2,812,500 Pegasus Class B Ordinary Shares are cancelled.

​

The following table shows the dilutive effect and the effect on the per share value of Pegasus Class A Ordinary Shares held by non-redeeming Pegasus Public Shareholders under a range of redemption scenarios and based on the exercise of the warrants (the earn-out shares only vest at $15 and $18 per TopCo Ordinary Share, but are still included in the below dilution table; the table does not show the theoretical dilution as a result of a potential management incentive plan that Schmid is considering, because no such plan has yet been put a plan):

(1)

Based on an implied equity value of the Schmid Group of $320.3 million (28,725,000 TopCo Ordinary Shares to the Schmid shareholders multiplied by $11.15 which is the share price as assumed in the Marshall & Stevens fairness opinion for such shares), adding the gross proceeds in the relevant redemption scenario and subtracting $22 million in transactions costs and expenses falling due at the closing of the Business Combination). The implied equity value of the Schmid group does not include a prescribed value for the 5,000,000 earn-out shares that can vest with Anette Schmid and Christian Schmid or the 2,000,000 private warrants that will be transferred by the Sponsor to Anette Schmid and Christian Schmid at the closing of the Business Combination.

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In addition to the Business Combination Proposal and the Merger Proposal Pegasus shareholders are being asked to consider and vote upon a proposal to adjourn the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary or appropriate, either (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes for the approval of the Business Combination Proposal or the Merger Proposal, (ii) if Pegasus Public Shareholders have elected to redeem an amount of Pegasus Class A Ordinary Shares such that Pegasus would have less than $5,000,001 of net tangible assets, or (iii) where the Pegasus Board has determined it is otherwise necessary. Each of these proposals is more fully described in this proxy statement/ prospectus, which each shareholder is encouraged to read carefully.

The Pegasus Class A Ordinary Shares, Pegasus Public Units and Pegasus Public Warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “PGSS,” “PGSS.U” and “PGSS.WS,” respectively. Upon the closing of the Business Combination, the Pegasus securities will be delisted from NYSE. TopCo intends to apply to list the TopCo Ordinary Shares and TopCo Public Warrants on NYSE or the Nasdaq Stock Exchange (“NASDAQ”) upon the closing of the Business Combination. We cannot assure you that the TopCo Ordinary Shares or TopCo Public Warrants will be approved for listing on NYSE or NASDAQ.

TopCo is an “emerging growth company” under applicable United States federal securities laws and will be subject to reduced public company reporting requirements. Investing in TopCo’s securities involves a high

degree of risk. See “Risk Factors” beginning on page 49 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in TopCo’s securities.

TopCo is a “foreign private issuer” and a “controlled company” within the meaning of the rules of the NYSE and NASDAQ, on one of which we intend to list TopCo’s common shares, and, as a result, expect TopCo to qualify for, and TopCo intends to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

Following the consummation of this offering, Anette Schmid and Christian Schmid (individually and together through a Community of Heirs which Anette Schmid and Christian Schmid are the only beneficiaries after their late father Dieter C. Schmid (Erbengemeinschaft)) will continue to control a majority of the voting power of TopCo’s outstanding common shares, approximately between 71.9% and 86.0% are expected to be held by both together, with Anette Schmid holding individually 17.3% to 20.6%, Christian Schmid holding individually 17.3% to 20.6% and the Community of Heirs for which Anette Schmid and Christian Schmid are the sole heirs holding 37.4% to 44.7% immediately after the Business Combination (all percentages based on the low redemptions and high redemptions scenarios set out in this registration statement and not including any of the 5,000,000 earn-out shares that Anette Schmid and Christian Schmid will hold at the Business Combination but which will remain unvested until a share price of USD 15, respectively, USD 18 per TopCo share is reached). As a result, TopCo will be a “controlled company” within the meaning of the corporate governance standards of the stock exchange on which TopCo intends to list its common shares. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For more information, please see the section entitled “Risk Factors — Being a Public Company listed on a U.S. Stock Exchange — We are a “foreign private issuer” and a “controlled company” within the meaning of the rules of the stock exchange on which we intend to list our common shares and, as a result, expect to qualify for, and intend to rely on exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.”

With respect to Pegasus and the holders of the Pegasus Ordinary Shares, the accompanying proxy statement/prospectus serves as a:

•

proxy statement for the Extraordinary General Meeting of Pegasus shareholders being held on           , 2024, where Pegasus shareholders will vote on, among other things, proposals to adopt, approve and authorize each of the Business Combination Agreement and the Plan of Merger, and the transactions contemplated thereby; and

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•

prospectus for the TopCo Ordinary Shares and TopCo Public Warrants that Pegasus shareholders, Schmid shareholders and public warrant holders will receive in the Business Combination.

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Pursuant to the third amended and restated memorandum and articles of association of Pegasus adopted by special resolution passed on December 7, 2023 and effective on December 7, 2023 (as further amended and/or restated from time to time) (the “Pegasus Memorandum and Articles of Association”), Pegasus is providing Pegasus Public Shareholders with the opportunity to redeem, upon the closing of the Business Combination, Pegasus Class A Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount then on deposit (as of two business days prior to the closing of the Business Combination) in the trust account established by Pegasus to hold a portion of the proceeds of Pegasus’s initial public offering (the “Pegasus IPO”) and from certain private placements occurring simultaneously with the Pegasus IPO (the “Trust Account”) (the “Pegasus Shareholder Redemption”). The per-share amount Pegasus will distribute to Pegasus Public Shareholders who properly redeem their Pegasus Class A Ordinary Shares will not be reduced by the aggregate deferred underwriting commission that Pegasus will pay to the underwriters of the Pegasus IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $     as of      , 2024, the estimated per Pegasus Class A Ordinary Share redemption price would have been approximately $      . The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Pegasus Public Shareholders may elect to redeem their Pegasus Class A Ordinary Shares even if they vote for the Business Combination Proposal. Each redemption of Pegasus Class A Ordinary Shares by Pegasus Public Shareholders will reduce the amount in the Trust Account.

The Business Combination Agreement provides that Schmid’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (after giving effect to the Pegasus Shareholder Redemption) including any cash proceeds of at least $35,000,000 and an additional $10,000,000 which can be raised from the Trust Account and/or from a debt instrument (the “Aggregate TopCo Transaction Proceeds Condition”). Because of the minimum cash condition, the Business Combination may not be consummated if the closing conditions are not met, which also includes TopCo having at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the transaction, TopCo having received at least $45 million in cash proceeds as set out above (unless this minimum cash condition is waived by the parties to the Business Combination Agreement), and TopCo’s initial listing application with the New York Stock Exchange being approved. For more information, please see the section entitled “Risk Factors — Risks Relating to the Redemption and Closing Conditions.”

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. In no event will Pegasus redeem its Pegasus Class A Ordinary Shares in an amount that would cause its (or TopCo’s after giving effect to the Business Combination) net tangible assets to be less than $5,000,001, as provided in the Pegasus Memorandum and Articles of Association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding Pegasus Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that (i) none of the Pegasus Public Shareholders exercise their redemption rights with respect to their Pegasus Class A Ordinary Shares, (ii) none of Pegasus’s shareholders exercise dissenters rights with respect to the Merger and (iii) Schmid shareholders represent 100% of the issued and outstanding shares of Schmid. For more information about the factors that affect the assumptions above, please see the section entitled “The Business Combination — Ownership of TopCo.”

The Business Combination Agreement specifically includes a condition that the TopCo’s initial listing application with the New York Stock Exchange in connection with the transactions contemplated by the business Combination Agreement shall have been conditionally approved by the New York Stock Exchange and, immediately following the Closing, TopCo shall satisfy any applicable initial and continuing listing requirements of the Stock Exchange and the TopCo Ordinary Shares shall have been approved for listing on the Stock Exchange, subject only to official notice of issuance thereof.

The Sponsor and the directors and officers of Pegasus have agreed, for no additional consideration, to waive their redemption rights with respect to any Pegasus Class B Ordinary Shares held by them in connection with the consummation of the Business Combination (the “Founder Shares”), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and the directors and officers of Pegasus have agreed to vote any Pegasus Ordinary Shares owned by them in favor of the Business Combination and the transactions contemplated thereby. The Founder Shares are subject to transfer restrictions. The Pegasus Memorandum and Articles of Association includes a conversion adjustment which provides that the Pegasus Class B Ordinary Shares will automatically convert at the time of the Business Combination into a number of Pegasus Class A Ordinary Shares, at a conversion rate that entitles the holders of such Pegasus Class B Ordinary Shares to continue to own, in the aggregate, 20% of the issued and outstanding Pegasus Ordinary Shares. However, the Sponsor and the directors and officers of Pegasus have agreed to waive such conversion adjustment pursuant to the Sponsor Agreement. Please see the section entitled “Frequently Used Terms and Basis of Presentation” in the accompanying proxy statement/​prospectus for assumptions relating to this calculation.

Pegasus is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination, the Merger and other related business to be considered by the Pegasus shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all Pegasus shareholders are urged to read carefully the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of TopCo, Pegasus and Schmid carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 49 of the accompanying proxy statement/prospectus.

After careful consideration, the Pegasus Board has approved the Business Combination Agreement, the Business Combination and the Merger, and recommends that Pegasus shareholders vote “FOR” the Business

Combination Proposal, “FOR” the Merger Proposal and “FOR” all other proposals presented to Pegasus shareholders in the accompanying proxy statement/ prospectus. When you consider the Pegasus Board’s recommendation of these proposals, you should keep in mind that certain Pegasus directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

Approval of the Merger Proposal requires a special resolution under the Pegasus Memorandum and Articles of Association, being the affirmative vote of holders of at least two-thirds of the Pegasus Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present. Approval of the Business Combination Proposal, and the Adjournment Proposal each require an ordinary resolution under the Pegasus Memorandum and Articles of Association, being the affirmative vote of holders of a majority of the Pegasus Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present.

The transactions contemplated by the Business Combination Agreement, including the Merger, will be consummated only if both the Business Combination Proposal and the Merger Proposal are approved at the Extraordinary General Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be voted at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

IF YOU ARE A PEGASUS PUBLIC SHAREHOLDER AND WISH TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT PEGASUS REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT BY FOLLOWING THE PROCEDURES OUTLINED IN THE ACCOMPANYING PROXY STATEMENT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. IF YOU HOLD THROUGH A NOMINEE, YOU WILL BE REQUIRED TO IDENTIFY YOURSELF.

On behalf of the Pegasus Board, I would like to thank you for your support of Pegasus and look forward to a successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

 

NOTICE OF EXTRAORDINARY GENERAL MEETING
OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP.
TO BE HELD                  , 2024

Dear Shareholders of Pegasus Digital Mobility Acquisition Corp.:

NOTICE IS HEREBY GIVEN of an extraordinary general meeting (the “Extraordinary General Meeting”) of PEGASUS DIGITAL MOBILITY ACQUISITION CORP., a Cayman Islands exempted company (“Pegasus”), which will be held on                  , 2024 at           , Eastern time at the offices of Clifford Chance PmbB at Junghofstrasse 14, 60313 Frankfurt am Main, Germany and virtually over the internet via live audio webcast at https://​                 , or at such other time, on such other date and at such other place to which the meeting may be adjourned (the ‘‘Extraordinary General Meeting”). The virtual meeting format allows attendance from any location in the world. You will be able to attend the Extraordinary General Meeting virtually online, vote and submit your questions during the Extraordinary General Meeting by visiting https://             and using the 12-digit control number found on your proxy card or notice of the Extraordinary General Meeting. Such virtual attendance will be treated as presence in person at the Extraordinary General Meeting.

At the Extraordinary General Meeting, you will be asked to consider and vote on the following proposals:

1.

Proposal No. 1 — The Business Combination Proposal — A proposal, by an ordinary resolution, to adopt and approve the 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 (the “First Amendment to Business Combination Agreement”) and as amended by that Second Amendment to Business Combination Agreement dated as of January 29, 2024 (the “Second Amendment to Business Combination Agreement”) and as it may be further amended from time to time, the “Business Combination Agreement,”), by and among Pegasus, Gebr. Schmid GmbH, a German limited liability company (“Schmid”), Pegasus Topco B.V., a Dutch private liability company (besloten vennootschap met beperkte aansprakelijkheid) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) and renamed SCHMID Group N.V. prior to closing of the Business Combination) (“TopCo”), and Pegasus MergerSub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of TopCo (“Merger Sub”) pursuant to which several transactions will occur, and in connection therewith, TopCo will become the ultimate parent company of Schmid and Pegasus, and the securityholders of Pegasus and Schmid will become securityholders of TopCo, and the consummation of the transactions contemplated thereby (the “Business Combination Proposal” or “Proposal No. 1”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement) and Annex A-3 (Second Amendment to Business Combination Agreement). The full text of the resolution to be voted on at the Extraordinary General Meeting is as follows:

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“RESOLVED, as an ordinary resolution, that the 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 as amended by that Second Amendment to Business Combination Agreement dated as of January 29, 2024, and as it may be further amended from time to time, the “Business Combination Agreement”) by and among Pegasus Digital Mobility Acquisition Corp. (“Pegasus”), Gebr. Schmid GmbH, a German limited liability company (“Schmid”), Pegasus Topco B.V., a Dutch private liability company (besloten vennootschap met beperkte aansprakelijkheid) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) and renamed SCHMID Group N.V. prior to closing of the Business Combination) (“TopCo”), and Pegasus MergerSub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of TopCo (“Merger Sub”) pursuant to which several transactions will occur, and in connection therewith, TopCo will become the ultimate parent company of Schmid and Pegasus (the “Business Combination”), and the consummation of the transactions contemplated thereby each be confirmed, ratified, authorized and approved in all respects.”

 

 

2.

Proposal No. 2 — Merger Proposal — A proposal, by a special resolution, to authorize and approve the Plan of Merger made in accordance with Part XVI of the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”), a copy of which is attached to this proxy statement/​prospectus as Annex B, pursuant to which Pegasus will merge with Merger Sub, with Pegasus as the surviving company (the “Merger”). The full text of the resolution to be voted on at the Extraordinary General Meeting is as follows:

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“RESOLVED, as a special resolution, that:

(a)

the Plan of Merger, by and among, Pegasus, Merger Sub and TopCo in the form tabled to the Extraordinary General Meeting (a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, the “Plan of Merger”) pursuant to which Pegasus will merge with Merger Sub (the “Merger”) so that Pegasus will be the surviving company and all the undertaking, property and liabilities of Merger Sub vest in Pegasus by virtue of such Merger pursuant to the Companies Act (As Revised) of the Cayman Islands, be authorized, approved and confirmed in all respects;

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(b)

Pegasus be authorized to enter into the Plan of Merger;

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(c)

the Plan of Merger be executed by any one director on behalf of Pegasus and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;

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(d)

as at the Effective Time (as defined in the Plan of Merger), the memorandum and articles of association of Pegasus as the surviving company will be in the form of the memorandum and articles of association of Pegasus in effect immediately before the Effective Time.”

​

3.

Proposal No. 3 — The Adjournment Proposal —  A proposal, by an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary or appropriate, either (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes for the approval of the Business Combination Proposal or the Merger Proposal, (ii) if holders of Class A ordinary shares, par value US$0.0001 each, of Pegasus (the “Pegasus Class A Ordinary Shares”) have elected to redeem an amount of Pegasus Class A Ordinary Shares such that Pegasus would have less than $5,000,001 of net tangible assets, or (iii) where the board of directors of Pegasus (the “Pegasus Board”) has determined it is otherwise necessary. In either such a case, the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting. The full text of the resolution to be voted on at the Extraordinary General Meeting is as follows:

​

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary or appropriate, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes for the approval of the Business Combination Proposal or the Merger Proposal, (ii) if holders of Class A ordinary shares, par value US$0.0001 each, of Pegasus (the “Pegasus Class A Ordinary Shares”) have elected to redeem an amount of Pegasus Class A Ordinary Shares such that Pegasus would have less than $5,000,001 of net tangible assets, or (iii) where the board of directors of Pegasus has determined it is other necessary, be approved.”

Only holders of record of Pegasus Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of Pegasus (“Pegasus Class B Ordinary Shares” and collectively with the Pegasus Class A Ordinary Shares, the “Pegasus Ordinary Shares”) at the close of business on            , 2024 (the “Record Date”) are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments thereof.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

 

 

•

Pegasus shall sell TopCo to the shareholders of Schmid for nominal consideration;

​

•

The shareholders of Schmid shall contribute their shares of Company Common Stock (as defined in the Business Combination Agreement) to TopCo in return for 28,725,000 TopCo Ordinary Shares (the “Exchange”);

​

•

Pegasus will merge with Merger Sub, with Pegasus as the surviving company (the “Surviving Company”) in the Merger;

​

•

In connection with the Merger, each issued and outstanding Eligible Pegasus Share will be automatically cancelled and extinguished in exchange for the Merger Consideration (as defined in the Business Combination Agreement) (together with the Merger, the “Business Combination”);

​

•

Each outstanding warrant of Pegasus to purchase a Pegasus Class A Ordinary Share will, by its terms, convert into a warrant of TopCo to purchase one ordinary share A, nominal value EUR 0.01 per share of TopCo (“TopCo Ordinary Share”), on the same contractual terms and conditions as were in effect with respect to such warrants immediately prior to the closing of the Merger; and

​

•

Immediately thereafter, a notarial deed will be executed by a Dutch notary in order to change the legal form of TopCo from a private limited liability company to a public limited liability company.

​

In connection with their entry into the Business Combination Agreement, Pegasus and TopCo entered into a letter agreement (the “Sponsor Agreement”) with Pegasus Digital Mobility Sponsor LLC (the “Sponsor”), the directors and officers of Pegasus and Schmid, pursuant to which the Sponsor and the directors and officers of Pegasus have each agreed (a) to vote all of its Pegasus Ordinary Shares in favor of all of the Transaction Proposals, (b) be bound by certain transfer restrictions with respect to their Pegasus Ordinary Shares prior to Closing, and (c) be bound by certain lock-up provisions during the lock-up period described therein with respect to the Equity Securities of TopCo issued pursuant to the Business Combination agreement, on the terms and subject to the conditions set forth therein.

The above matters are more fully described elsewhere in this proxy statement/prospectus, which also includes a copy of the Business Combination Agreement as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement) and Annex A-3 (Second Amendment to Business Combination Agreement), and a copy of the Plan of Merger as Annex B. You are urged to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of Topco, Pegasus and Schmid.

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of Pegasus Ordinary Shares registered in each shareholder’s name which are voted, with each Pegasus Ordinary Share carrying one vote. Approval of the Merger Proposal requires a special resolution under the Pegasus Memorandum and Articles of Association, being the affirmative vote of holders of at least two-thirds of the Pegasus Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present. Approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under the Pegasus Memorandum and Articles of Association, being the affirmative vote of holders of a majority of the Pegasus Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present. The Pegasus Board recommends that you vote “FOR” each of these proposals.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and, in any event, so as to be received by our proxy agent, Morrow Sodali LLC (the “Proxy Agent”) no later than         Eastern Time, on            , 2024, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting), or authorize the individuals named on your proxy card to vote your shares by using the internet as described in the

 

 

instructions included with your proxy card. Submitting a proxy now will NOT prevent you from being able to attend and vote at the Extraordinary General Meeting. If your shares are held in “street name” in an account at a brokerage firm or bank, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own, or if you wish to attend and cast your vote at the Extraordinary General Meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Holders should contact their broker or bank for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

   

Prof. Dr. Sir Ralf Speth
Chief Executive Officer and Chairman of the Board of Directors

                 , 2024

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

HOLDERS OF PEGASUS CLASS A ORDINARY SHARES (“PEGASUS PUBLIC SHAREHOLDERS”) HAVE THE RIGHT TO HAVE THEIR PEGASUS CLASS A ORDINARY SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PEGASUS PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST ANY PROPOSAL DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, OR TO VOTE ON ANY PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR PEGASUS CLASS A ORDINARY SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY PEGASUS PUBLIC SHAREHOLDER HOLDING PEGASUS CLASS A ORDINARY SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS.

TO EXERCISE REDEMPTION RIGHTS, PEGASUS PUBLIC SHAREHOLDERS MUST TENDER THEIR PEGASUS CLASS A ORDINARY SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, PEGASUS’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. PEGASUS PUBLIC SHAREHOLDERS MAY TENDER THEIR SHARES BY EITHER DELIVERING THEIR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING THEIR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE PEGASUS PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. IF YOU HOLD THROUGH A NOMINEE, YOU WILL BE REQUIRED TO IDENTIFY YOURSELF. SEE “EXTRAORDINARY GENERAL MEETING OF PEGASUS SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

 

 

 

ii

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by TopCo (File No. 333-274701), constitutes a prospectus of TopCo under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the TopCo securities to be issued to Pegasus shareholders and warrant holders and Schmid shareholders, if the business combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of Pegasus shareholders at which Pegasus shareholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and to adopt and approve the Plan of Merger and the Merger, by the approval and adoption of the Business Combination Proposal and the Merger Proposal, respectively, and to adjourn the Extraordinary General Meeting, if necessary or appropriate, by approval of the Adjournment Proposal.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

•

“$,” “USD” and “U.S. dollar” each refer to the United States dollar; and

​

•

“€,” “EUR” and “Euro” each refer to the Euro.

​

The exchange rate used for conversion between U.S. dollars and Euros is based on the ECB euro reference exchange rate published by the European Central Bank.

IMPORTANT INFORMATION ABOUT U.S. GAAP, IFRS AND NON-IFRS FINANCIAL MEASURES

Pegasus’s financial statements included in this proxy statement/ prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Schmid’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). This proxy statement/prospectus includes certain references to financial measures that were not prepared in accordance with IFRS, including Adjusted EBITDA. Schmid presents non-IFRS measures because they are used by Schmid’s management in monitoring Schmid’s business and because Schmid believes that they and similar measures are frequently used by securities analysts, investors and others in evaluating companies in its industry. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Schmid’s combined financial results prepared in accordance with IFRS.

For additional information, see the section entitled “General Information — Presentation of Financial Information.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

The Schmid name, logos and other trademarks and service marks of Schmid appearing in this prospectus are the property of Schmid. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/ prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

1

 

FREQUENTLY USED TERMS AND BASIS OF PRESENTATION

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated May 31, 2023, by and among TopCo, Merger Sub, Pegasus and Schmid, as amended by that First Amendment to Business Combination Agreement dated as of September 26, 2023 and as amended by the Second Amendment to Business Combination Agreement dated as of January 29, 2024, and as it may be further amended from time to time.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“CCPA” means the California Consumer Privacy Act of 2018.

“Closing” means the closing of the transactions contemplated by the Business Combination Agreement.

“Closing Commencement Date” means the date on which the first Closing step occurs, being no later than the 3rd business day following the satisfaction or waiver of the conditions to the Business Combination, in each case pursuant to and in accordance with the terms of the Business Combination Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“DCGC” means the Dutch Corporate Governance Code.

“Dissenting Pegasus Shareholders” means holders of Dissenting Pegasus Shares.

“Dissenting Pegasus Shares” means Pegasus Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and held by a Pegasus shareholder who has validly exercised their dissenters’ rights for such Pegasus Ordinary Shares in accordance with Section 238 of the Cayman Companies Act, and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (and not waived, withdrawn, forfeited, failed to perfect or otherwise lost such rights).

“Eligible Pegasus Share” means each Pegasus Ordinary Share (other than the Excluded Pegasus Shares, Redeeming Pegasus Shares and Dissenting Pegasus Shares) issued and outstanding as of immediately prior to the Merger Effective Time.

“Exchange” means the exchange of Schmid shares for TopCo Ordinary Shares.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Pegasus Share” means each Pegasus Ordinary Share that is issued and outstanding and held immediately prior to the Merger Effective Time by Pegasus as treasury shares.

“Extraordinary General Meeting” means the Extraordinary General Meeting of Pegasus which will be held on           , 2024 at 9:00am, Eastern time, at the offices of Clifford Chance PmbB at Junghofstrasse 14, 60313 Frankfurt am Main, Germany and virtually over the internet via live audio webcast, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

“FCPA” means the U.S. Foreign Corrupt Practices Act.

“Founder Shares” means the Pegasus Class B Ordinary Shares held by the Sponsor and the directors and officers of Pegasus.

“GDPR” means the European General Data Protection Regulation.

 

2

 

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Merger” means the merger of Pegasus with Merger Sub, with Pegasus surviving such merger.

“Merger Documents” means all documentation and declarations required under the Cayman Companies Act in connection with the Merger, to be duly executed and properly filed with the Cayman Islands Registrar of Companies, in accordance with the relevant provisions of the Cayman Islands Acts.

“Merger Effective Time” means the time the Merger becomes effective.

“Merger Sub” means Pegasus MergerSub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of TopCo.

“NASDAQ” means the Nasdaq Stock Exchange in New York.

“NYSE” means the New York Stock Exchange.

“OEMs” means original equipment manufacturers.

“Participating Shareholders” means Anette Schmid, Christian Schmid as well as a community of heirs for which Anette Schmid and Christian Schmid are the sole beneficiaries.

“Pegasus” means Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company.

“Pegasus Board” means the board of directors of Pegasus.

“Pegasus Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Pegasus.

“Pegasus Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Pegasus.

“Pegasus Initial Shareholders” means the Sponsor, Pegasus’s directors and officers and certain anchor investors in the Pegasus IPO.

“Pegasus IPO” means Pegasus’s initial public offering on the New York Stock Exchange.

“Pegasus Memorandum and Articles of Association” means the third amended and restated memorandum and articles of association of Pegasus adopted by special resolution passed on December 7, 2023 and effective on December 7, 2023 (as further amended and/or restated from time to time).

“Pegasus Ordinary Shares” means, collectively, the Pegasus Class A Ordinary Shares and Pegasus Class B Ordinary Shares.

“Pegasus Private Placement Warrants” means the 9,750,000 warrants held by the Sponsor and certain directors and officers of Pegasus originally issued in the private placement that occurred concurrently with the closing of Pegasus’s IPO, each of which is a warrant to purchase one Pegasus Class A Ordinary Share at a price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement; 2,000,000 of such private warrants will be transferred to Anette Schmid and Christian Schmid by the Sponsor at the closing of the Business Combination.

“Pegasus Public Shareholders” means the holders of Pegasus Class A Ordinary Shares issued as part of the Pegasus Public Units.

 

3

 

“Pegasus Public Units” means the units issued in the Pegasus IPO consisting of Pegasus Class A Ordinary Shares and Pegasus Public Warrants.

“Pegasus Public Warrants” means the 11,250,000 public warrants, each of which is a warrant to purchase one Pegasus Class A Ordinary Share at a price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement.

“Pegasus Shareholder Redemption Right” means the right of the holders of Pegasus Class A Ordinary Shares to redeem all or a portion of their Pegasus Class A Ordinary Shares under the Pegasus Memorandum and Articles of Association.

“Pegasus Warrants” means collectively the Pegasus Public Warrants and the Pegasus Private Placement Warrants.

“Plan of Merger” means the Plan of Merger by and among, Pegasus, Merger Sub and TopCo, a copy of which is attached to this proxy statement/prospectus as Annex B.

“Record Date” means       , 2024.

“Redeeming Pegasus Share” means each Pegasus Class A Ordinary Share in respect of which the applicable holder thereof has validly exercised its Pegasus Shareholder Redemption Right in connection with the transactions contemplated by the Business Combination Agreement (and not waived, withdrawn or otherwise lost such rights in accordance with the terms of the Pegasus Memorandum and Articles of Association and applicable law).

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Schmid” means Gebr. Schmid GmbH, together with its subsidiaries as the context may require.

“Sponsor” means Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated May 31, 2023, by and between the Sponsor, Pegasus, Schmid, TopCo and certain individual insiders named therein.

“TopCo” means Pegasus TopCo B.V., Dutch private liability company (besloten vennootschap met beperkte aansprakelijkheid) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) and renamed SCHMID Group N.V. upon consummation of the Business Combination).

“TopCo Board” means the board of directors of TopCo.

“TopCo Ordinary Shares” means the ordinary shares A, nominal value EUR 0.01 per share of TopCo.

“TopCo Private Placement Warrants” means the warrants issued to the holders of the Pegasus Private Placement Warrants.

“TopCo Public Warrants” means the warrants issued to the holders of the Pegasus Public Warrants.

“TopCo Warrants” means collectively the TopCo Public Warrants and the TopCo Private Placement Warrants.

“Trust Account” means the trust account established by Pegasus containing the proceeds of the Pegasus IPO and from certain private placements occurring simultaneously with the Pegasus IPO.

“Trustee” means Continental Stock Transfer & Trust Company.

“Warrant Agreement” means the Warrant Agreement, dated October 21, 2021, by and between Pegasus and Continental Stock Transfer & Trust Company, as warrant agent.

 

4

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Pegasus shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held on                 , 2024 at 9:00am Eastern Time, at the offices of Clifford Chance PmbB at Junghofstrasse 14, 60313 Frankfurt am Main, Germany and virtually over the internet via live audio webcast at https://​                 . The virtual meeting format allows attendance from any location in the world. You will be able to attend the Extraordinary General Meeting virtually online, vote and submit your questions during the Extraordinary General Meeting by visiting                 and using the 12-digit control number found on your proxy card or notice of the Extraordinary General Meeting.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

Pegasus shareholders are being asked to consider and vote upon: (i) a proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination and (ii) a proposal to adopt and approve the Plan of Merger and the Merger, among other proposals. Pegasus is holding the Extraordinary General Meeting to allow shareholders to consider and vote upon these proposals. Pegasus has entered into the Business Combination Agreement, providing for, among other things:

​

1.

the Merger; and

​

2.

the Exchange.

​

These transactions are collectively referred to as the Business Combination. You are being asked to vote on the Business Combination Proposal and the Merger Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement), and Annex A-3 (Second Amendment to Business Combination Agreement) and a copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q:

When and where is the Extraordinary General Meeting?

​

A:

The Extraordinary General Meeting will be held on                 , 2024 at 9:00 am Eastern Time, at the offices of Clifford Chance PmbB at Junghofstrasse 14, 60313 Frankfurt am Main, Germany and virtually over the internet via live audio webcast at https://​                 . The virtual meeting format allows attendance from any location in the world. You will be able to attend the Extraordinary General Meeting virtually online, vote and submit your questions during the Extraordinary General Meeting by visiting https://​                 and using the 12-digit control number found on your proxy card or notice of the Extraordinary General Meeting.

​

Q:

What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?

​

A:

Pegasus shareholders are being asked to approve the following proposals:

​

1.

Proposal No. 1 — The Business Combination Proposal — A proposal, by an ordinary resolution, to adopt and approve the Business Combination Agreement, a copy of which is attached to this

​

 

5

 

proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement) and Annex A-3 (Second Amendment to Business Combination Agreement) and the transactions contemplated thereby, including the Business Combination;

2.

Proposal No. 2 — Merger Proposal — A proposal, by a special resolution, to authorize and approve the Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex B, pursuant to which Pegasus will merge with Merger Sub, with Pegasus as the surviving company in accordance with the relevant provisions of the Cayman Companies Act; and

​

3.

Proposal No. 3 — The Adjournment Proposal —  A proposal, by an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary or appropriate, either (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes for the approval of the Business Combination Proposal or the Merger Proposal, (ii) if Pegasus Public Shareholders have elected to redeem an amount of Pegasus Class A Ordinary Shares such that Pegasus would have less than $5,000,001 of net tangible assets, or (iii) where the Pegasus Board has determined it is otherwise necessary. In either such case, the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.

​

Q:

Are the proposals conditioned on one another?

​

A:

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

​

It is important for you to note that in the event the Business Combination Proposal and the Merger Proposal do not receive the requisite vote for approval, then Pegasus will not consummate the Business Combination. Absent a further amendment to the Pegasus Memorandum and Articles of Association, if Pegasus does not consummate the Business Combination and fails to complete an initial business combination by April 30, 2024 (or a later date approved by Pegasus Shareholders through an amendment to the Pegasus Memorandum and Articles of Association), Pegasus will be required to dissolve and liquidate the Trust Account by returning the then remaining available funds in such Trust Account to its public shareholders.

Q:

Why is Pegasus proposing the Business Combination?

​

A:

Pegasus is a blank check company incorporated as a Cayman Islands exempted company on March 30, 2021, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more target businesses. Although Pegasus may pursue an acquisition opportunity in any business, industry, sector or geographical location for purposes of consummating an initial business combination, Pegasus has focused on industrial technology section.

​

Based on its due diligence investigations of Schmid and the industry in which it operates, including the financial and other information provided by Schmid in the course of negotiations, Pegasus believes that Schmid has an attractive business model and growth potential and a business combination with Schmid would offer the chance for a partnership approach with management to further facilitate expansion and promote shareholder value. Please see the section entitled “The Business Combination —  The Pegasus Board’s Reasons for the Business Combination” for additional information.

Q:

Why is Pegasus providing shareholders with the opportunity to vote on the Business Combination?

​

A:

The approval of the Business Combination is required under the Pegasus Memorandum and Articles of Association, and the Merger requires the approval of Pegasus shareholders under Cayman Islands law. In addition, such approvals are also conditions to the closing of the Business Combination under the Business Combination Agreement. Additionally, under the Pegasus Memorandum and Articles of Association, Pegasus must provide all Pegasus Public Shareholders with the opportunity to have their

​

 

6

 

Pegasus Class A Ordinary Shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Pegasus has elected to provide Pegasus Public Shareholders with the opportunity to have their Pegasus Class A Ordinary Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Pegasus is seeking to obtain the approval of its shareholders of the Business Combination and the Merger and also allow Pegasus Public Shareholders to effectuate redemptions of their Pegasus Class A Ordinary Shares in connection with the closing of the Business Combination in accordance with the Pegasus Memorandum and Articles of Association.

Q:

What revenues and profits/losses has Schmid generated in the last two years?

​

A:

For the fiscal year ended December 31, 2022, Schmid had revenues of €95.1 million and a net income of €3.6 million, while for the fiscal year ended December 31, 2021, Schmid had revenues of €39.5 million and a net loss of €27.3 million. In the fiscal year ended December 31, 2022, Schmid generated Adjusted EBITDA of €19.9 million. At the end of fiscal year 2022, Schmid’s total assets were €180.2 million. For additional information, please see Schmid’s audited combined financial statements for the years ended December 31, 2022 and 2021 included elsewhere in this proxy statement/prospectus.

​

Q:

What will happen in the Business Combination?

​

A:

Pursuant to the Business Combination Agreement, and upon the terms and subject to the conditions set forth therein, Pegasus and Schmid will effect a transaction that would replicate the economics of a merger of Pegasus and Schmid through a series of mergers and equity contributions and exchanges, which is collectively referred to as the Business Combination. To effect the Business Combination, among other things, the Merger will be effected and the Exchange will be effected. As a result of the Business Combination, TopCo will be the ultimate parent company of Schmid (following the Exchange) and Schmid’s direct and indirect subsidiaries, and the securityholders of Pegasus and Schmid will become securityholders of TopCo. Please see the section entitled “The Business Combination” for additional information.

​

TopCo intends to apply to list the TopCo Ordinary Shares and TopCo Public Warrants on the NYSE or NASDAQ upon the closing of the Business Combination. We cannot assure you that the TopCo Ordinary Shares or TopCo Public Warrants will be approved for listing on NYSE or NASDAQ. In addition, TopCo will be a “foreign private issuer” and as a “foreign private issuer,” TopCo will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that TopCo must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. TopCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. As a foreign private issuer, TopCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the TopCo Ordinary Shares and TopCo Public Warrants. See “Risk Factors — As a foreign private issuer, we will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. domestic public company, which may limit the information available to our shareholders.”

Q:

How has the announcement of the Business Combination affected the trading price of Pegasus’s Class A Ordinary Shares?

​

A:

On May 30, 2023, the last trading date before the public announcement of the proposed Business Combination, the Pegasus Public Units, Pegasus Class A Ordinary Shares and Pegasus Public Warrants closed at $10.59, $10.60 and $0.07, respectively. On                 , 2024, the trading date immediately prior to the date of this proxy statement/prospectus, the Pegasus Public Units, Pegasus Class A Ordinary Shares and Pegasus Public Warrants closed at $      , $      and $      , respectively.

​

Q:

Following the Business Combination, will Pegasus’s securities continue to trade on a stock exchange?

​

A:

No. Pegasus anticipates that, following consummation of the Business Combination, the Pegasus Class A Ordinary Shares, Pegasus Public Units, and Pegasus Public Warrants will be delisted from NYSE

​

 

7

 

and Pegasus will be deregistered under the Exchange Act. However, TopCo intends to apply to list the TopCo Ordinary Shares and TopCo Public Warrants on NYSE or NASDAQ upon the closing of the Business Combination.

Q:

Is the Business Combination the first step in a “going private” transaction?

​

A:

No. Pegasus does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Schmid to access the U.S. public markets.

​

Q:

Will the management of Schmid change in the Business Combination?

​

A:

Christian Schmid and Julia Natterer intend to continue to serve as TopCo’s executive officers upon consummation of the Business Combination.

​

Pursuant to the Business Combination Agreement, effective immediately upon closing, the TopCo Board will be comprised of seven directors, of which four members shall be independent directors, with each director serving an initial two-year term.

Upon the closing of the Business Combination, the TopCo Board is intended to comprise of at seven directors, consisting of the following:

•

(1) Christian Schmid; (2) Anette Schmid; (3) Sir Dr. Ralf Speth; (4) Dr. Stefan Berger; and up to three additional directors who will be designated jointly by Pegasus and Schmid prior to the closing of the Business Combination; and

​

•

The management team will consist solely of Schmid’s current management team immediately prior to the Closing, including individuals selected by Schmid that join its management team between the date hereof and the closing.

​

For an explanation of the roles and responsibilities of the TopCo Board, please see the section entitled “Management of TopCo After the Business Combination”.

Q:

What will Pegasus shareholders receive in the Business Combination?

​

A:

Upon consummation of the Merger, each issued and outstanding Pegasus Ordinary Share will be subject to the terms and conditions of the Business Combination Agreement and the Plan of Merger and will be ultimately converted into a TopCo Ordinary Share.

​

Q:

What will Pegasus warrant holders receive in the Business Combination?

​

A:

Without any action of any party or any other person (but without limiting the obligations of TopCo pursuant to the Business Combination Agreement), each Pegasus Warrant that is outstanding immediately prior to the Merger Effective Time shall automatically cease to represent a right to acquire Pegasus Class A Ordinary Shares and shall automatically represent, immediately following the Merger Effective Time, a right to acquire TopCo Ordinary Shares on the same contractual terms and conditions as were in effect immediately prior to the Merger Effective Time under the terms of the Warrant Agreement; provided, that each converted warrant: (a) shall represent the right to acquire the number of TopCo Ordinary Shares equal to the number of Pegasus Class A Ordinary Shares subject to each such Pegasus Public Warrant immediately prior to the Merger Effective Time; (b) shall have an exercise price of $11.50 per whole warrant required to purchase one TopCo Ordinary Share; and (c) shall expire on the five (5) year anniversary of the Closing Date.

​

Q:

What will Pegasus unit holders receive in the Business Combination?

​

A:

In connection with the consummation of the Business Combination, the Pegasus Public Units will automatically separate into their component parts and be treated accordingly.

​

Q:

What will Schmid shareholders receive in the Business Combination?

​

A:

Upon consummation of the Exchange, holders of Schmid ordinary shares will receive TopCo Ordinary Shares. See “Summary — Consideration to Schmid Shareholders in the Business Combination” for

​

 

8

 

information on the consideration to be received by Schmid shareholders, including the assumptions on which this calculation is based.

Q:

What equity stake will the current shareholders of Pegasus and the current shareholders of Schmid hold in TopCo after the closing of the Business Combination?

​

The following tables illustrate varying ownership levels in TopCo immediately following the consummation of the Business Combination based on three scenarios, (i) assuming 290,570 Pegasus Class A Ordinary Shares (subsequent to the redemptions that happened in 2023) are redeemed leaving at least $45.0 million in the Trust Account (at $10.69 per share based on the Trust Account as of June 30, 2023) in order to satisfy the minimum cash condition of $45,000,000 (not assuming part of the minimum cash condition is fulfilled by a debt instrument), (ii) assuming the minimum cash condition is waived by the parties to the Business Combination Agreement and a balance of at least $30,000,000 remains in the Trust Account representing 2,806,298 Pegasus Class A Ordinary Shares which remain not redeemed, and (iii) assuming the minimum cash condition is waived by the parties to the Business Combination Agreement and a balance of at least $5,000,000 remains in the Trust Account representing 467,716 Pegasus Class A Ordinary Shares which remain not redeemed. The tables is further based on the following: (i) all 2,812,500 Pegasus Class B Ordinary Shares are used for incentives for non-redemption agreements (for the high redemption scenario it is assumed all such shares are cancelled), (ii) there are no Dissenting Pegasus Shareholders, (iii) no other additional investors in TopCo at the consummation of the Business Combination who will receive TopCo Ordinary Shares, (iv) that none of the Pegasus Private Placement Warrants or the Pegasus Public Warrants have been exercised or are exercised at the time of the completion of the Business Combination, and (v) that the 5,000,000 earn-out shares of the Schmid shareholders have not vested yet (they vest at a share price of USD 15.00 and USD 18.00).

The following summarizes the number of TopCo Shares outstanding under the three redemption scenarios:

(1)

For the low and interim scenarios, assumes 2,812,500 Pegasus Class B Ordinary Shares are used for non-redemption agreements with holders of Pegasus Class A Ordinary Shares (it has been preliminarily agreed to use all or substantially all of such shares for non-redemption agreements). For the high redemption scenario, assumes the 2,812,500 Pegasus Class B Ordinary Shares are cancelled.

​

The following summarizes the number of TopCo Shares outstanding under the three redemption scenarios if all public and private warrants were exercised and all 5,000,000 earn-out shares held by Anette Schmid and Christian Schmid vest (showing the maximum dilution but not accounting for any management incentive shares issued and assuming all warrants are exercised on a cash-basis rather than a cashless basis):

 

9

 

(1)

For the low and interim scenarios, assumes 2,812,500 Pegasus Class B Ordinary Shares are used for non-redemption agreements with holders of Pegasus Class A Ordinary Shares (it has been preliminarily agreed to use all or substantially all of such shares for non-redemption agreements). For the high redemption scenario, assumes the 2,812,500 Pegasus Class B Ordinary Shares are cancelled.

​

The following table shows the dilutive effect and the effect on the per share value of Pegasus Class A Ordinary Shares held by non-redeeming Pegasus Public Shareholders under a range of redemption scenarios and based on the exercise of the warrants (the earn-out shares only vest at $15 and $18 per TopCo Ordinary Share, but are still included in the below dilution table; the table does not show the theoretical dilution as a result of a potential management incentive plan that Schmid is considering, because no such plan has yet been put a plan):

(1)

Based on an implied equity value of the Schmid Group of $320.3 million (28,725,000 TopCo Ordinary Shares to the Schmid shareholders multiplied by $11.15 which is the share price as assumed in the Marshall & Stevens fairness opinion for such shares), adding the gross proceeds in the relevant redemption scenario and subtracting $22 million in transactions costs and expenses falling due at the closing of the Business Combination). The implied equity value of the Schmid group does not include a prescribed value for the 5,000,000 earn-out shares that can vest with Anette Schmid and Christian Schmid or the 2,000,000 private warrants that will be transferred by the Sponsor to Anette Schmid and Christian Schmid at the closing of the Business Combination.

​

For more information, please see the sections entitled “The Business Combination — Ownership of TopCo” and “Unaudited Pro forma Condensed Combined Financial Information.”

 

10

 

Q:

Are there any arrangements to help ensure that Pegasus will have sufficient funds to consummate the Business Combination?

​

A:

Pegasus has sufficient funds to consummate the Business Combination in the low redemption and interim redemption scenarios, but would need to raise additional funds in the high redemption scenario (in both the interim and high redemption scenarios, the minimum cash condition would need to be waived by the parties to the Business Combination Agreement). After the Business Combination, there are sufficient funds for TopCo to pay all transaction expenses. Any proceeds from the Business Combination not used to pay transaction expenses will be used for growth projects and general corporate purposes. Regardless, the Business Combination may still not be consummated if the closing conditions are not met, which include TopCo having at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the transaction, TopCo having received at least $35 million in cash proceeds from the Trust Account and an additional $10 million from the Trust Account and/or from a debt instrument (unless this minimum cash condition is waived by the parties to the Business Combination Agreement), and TopCo’s initial listing application with the New York Stock Exchange being approved.

​

Q:

Why is Pegasus proposing the Adjournment Proposal?

​

A:

Pegasus is proposing the Adjournment Proposal to allow the Pegasus Board to adjourn the Extraordinary General Meeting to a later date or dates, (A) in order to solicit additional proxies from Pegasus shareholders in favor of the Business Combination Proposal or the Merger Proposal, (B) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Pegasus has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by Pegasus shareholders prior to the Extraordinary General Meeting, (C) if Pegasus Public Shareholders have elected to redeem an amount of Pegasus Class A Ordinary Shares such that Pegasus would have less than $5,000,001 of net tangible assets or (D) where the Pegasus Board has determined it is otherwise necessary. In either such case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting. Please see the section entitled “Proposal No. 3 — The Adjournment Proposal” for additional information.

​

Q:

What happens if I sell my Pegasus Ordinary Shares before the Extraordinary General Meeting?

​

A:

The Record Date for the Extraordinary General Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your Pegasus Ordinary Shares after the Record Date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be able to seek redemption of your Pegasus Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. Further, you will not be entitled to receive any Merger Consideration following the Closing because only Pegasus shareholders on the Closing Date will be entitled to receive the Merger Consideration.

​

Q:

What vote is required to approve the proposals presented at the Extraordinary General Meeting?

​

A

The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under the Pegasus Memorandum and Articles of Association, being the affirmative vote of holders of at least a majority of Pegasus Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present. The approval of the Merger Proposal requires a special resolution under the Pegasus Memorandum and Articles of Association, being the affirmative vote of holders of at least two-thirds of the Pegasus Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present. Accordingly, assuming a quorum is established, a Pegasus shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will have no effect on the outcome of any vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established but will not count as votes cast at the Extraordinary General Meeting and otherwise have no effect on the Business Combination Proposal, the Merger Proposal or the

​

 

11

 

Adjournment Proposal. The Sponsor has agreed to vote their Founder Shares and any Pegasus Class A Ordinary Shares purchased by them during or after the Pegasus IPO in favor of the Business Combination Proposal and the Merger Proposal.

Q:

What happens if the Business Combination Proposal or the Merger Proposal are not approved?

​

A:

Approval of the Business Combination Proposal and the Merger Proposal are a condition to the consummation of the Business Combination. If the Business Combination Proposal or the Merger Proposal are not approved, Pegasus will not be able to consummate the Business Combination. If Pegasus does not consummate a business combination by April 30, 2024, Pegasus will be required to dissolve and liquidate the Trust Account.

​

Q:

How many votes do I have at the Extraordinary General Meeting?

​

A:

Pegasus shareholders are entitled to one vote on each of the proposals at the Extraordinary General Meeting for each Pegasus Ordinary Share held of record as of the Record Date.

​

Q:

Who can vote at the Extraordinary General Meeting?

​

A:

Only holders of record of Pegasus Ordinary Shares at the close of business on           , 2024, being the Record Date, are entitled to have their vote counted at the Extraordinary General Meeting and any adjournment thereof. On the Record Date,           Pegasus Ordinary Shares were outstanding and entitled to vote.

​

Q:

What constitutes a quorum at the Extraordinary General Meeting?

​

A:

A quorum of Pegasus shareholders is necessary to hold a valid Extraordinary General Meeting. A quorum will be present at the Extraordinary General Meeting if one or more Pegasus shareholders holding a majority of the issued and outstanding Pegasus Ordinary Shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. As of the Record Date, the holders of           Pegasus Ordinary Shares would be required to achieve a quorum.

​

Q:

How will the Sponsor and Pegasus’s directors and officers vote?

​

A:

Pegasus has entered into agreements with the Sponsor and the directors and officers, pursuant to which the Sponsor and the directors and officers have agreed to vote any Pegasus Ordinary Shares owned by them in favor of a proposed initial Business Combination. As of the record date, the Sponsor owned           Pegasus Ordinary Shares that are entitled to vote at the Extraordinary General Meeting. As of the record date, the Pegasus’ directors and officers beneficially owned an aggregate of                 Pegasus Ordinary Shares that are entitled to vote at the Extraordinary General Meeting.

​

Q:

What interests do the Pegasus Initial Shareholders have in the Business Combination?

​

A:

The Pegasus Initial Shareholders have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination Proposal and the Merger Proposal. These interests include:

​

•

the fact that the Sponsor and the directors and officers of Pegasus have agreed not to redeem any Pegasus Ordinary Shares held by it in connection with a shareholder vote to approve a proposed initial business combination;

​

•

the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination;

​

•

the fact that the Sponsor and Pegasus’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Pegasus Class B Ordinary Shares held by them if Pegasus fails to complete an initial business combination by April 30, 2024 (or a later date approved by Pegasus Shareholders through an amendment to the Pegasus Memorandum and Articles of Association);

​

 

12

 

•

the fact that the Registration Rights Agreement will be entered into by the Sponsor;

​

•

the fact that the Sponsor paid an aggregate of $9,750,000 for its 9,750,000 Pegasus Private Placement Warrants to purchase Pegasus Class A Ordinary Shares and that such Pegasus Private Placement Warrants will expire worthless if a business combination is not consummated by April 30, 2024;

​

•

the fact that Pegasus has issued several promissory notes to the Sponsor which become repayable at the consummation of the Business Combination;

​

•

the right of the Sponsor to receive TopCo Ordinary Shares, subject to certain lock-up periods;

​

•

the expected cash retention payment to certain members of the Pegasus management team in connection with their agreement to remain available following the Closing for purpose of ensuring a smooth transition;

​

•

the anticipated designation by the Pegasus Initial Shareholders of Sir Dr. Ralf Speth and Stefan Berger as a non-executive director of TopCo following the Business Combination;

​

•

the continued indemnification of Pegasus’s existing directors and officers and the continuation of Pegasus’s directors’ and officers’ liability insurance after the Business Combination;

​

•

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

​

•

the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other Pegasus shareholders experience a negative rate of return in the post-Business Combination company;

​

•

the fact that Sponsor and Pegasus’s officers and directors will lose their entire investment in Pegasus and will not be reimbursed for any out-of-pocket expenses if an initial Business Combination is not consummated by April 30, 2024; and

​

•

the fact that if the Trust Account is liquidated, including in the event Pegasus is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Pegasus to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Pegasus has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Pegasus, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

​

Q:

Did the Pegasus Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

Yes. The Pegasus Board did obtain a third-party valuation or fairness opinion on May 30, 2023 in connection with its determination to approve the Business Combination Agreement from Marshall & Stevens Transaction Advisory Services LLC (“Marshall & Stevens”) which is attached as Annex J-1 to this proxy statement/prospectus. On February 5, 2024, Marshall & Stevens provided an updated fairness opinion in relation to the revised valuation of Schmid and the changed 2023 and 2024 forecasts set out in this registration statement. For the 2023 and 2024 projections that are used for the fairness opinion, see “Schmid’s Management’s Discussion And Analysis of Financial Condition and Results of Operations — Our Business and Prospects.” The revised fairness opinion is attached as Annex J-2 to this proxy statement/prospectus. For additional information, please also see the section entitled “The Business Combination — Fairness Opinion by Marshall & Stevens”. The fairness opinions, state that, as of the date of the opinions, (i) the consideration to be paid to Schmid in the Business Combination pursuant to the Business Combination Agreement is fair, from a financial point of view, to Pegasus; and (ii) the market value of Schmid represents at least 80% of the value of the cash assets held in the Pegasus trust account.

​

Accordingly, investors will not only be relying solely on the judgment of the Pegasus Board in valuing Schmid’s business and assuming the risk that the Pegasus Board may not have properly valued such business.

 

13

 

Q:

What happens if I vote against the Business Combination Proposal or the Merger Proposal?

​

A:

If you vote against the Business Combination Proposal or the Merger Proposal but the Business Combination Proposal and the Merger Proposal still obtain the affirmative vote of holders of at least the majority of Pegasus Ordinary Shares with respect to the Business Combination Proposal or two-thirds of Pegasus Ordinary Shares with respect to the Merger Proposal, that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present, then the Business Combination Proposal and the Merger Proposal will be approved, respectively, and, assuming the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

​

If you vote against the Business Combination Proposal or the Merger Proposal and the Business Combination Proposal or the Merger Proposal do not obtain the affirmative vote of holders of the majority of Pegasus Ordinary Shares with respect to the Business Combination Proposal or two-thirds of Pegasus Ordinary Shares with respect to the Merger Proposal, that are entitled to vote and are voted at the Extraordinary General Meeting, then the Business Combination Proposal and the Merger Proposal, respectively, will fail and Pegasus will not consummate the Business Combination. If Pegasus does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until April 30, 2024. If Pegasus fails to complete an initial business combination by April 30, 2024, then it will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to the Pegasus Public Shareholders.

Q:

How do the Pegasus Public Warrants differ from the Pegasus Private Placement Warrants and what are the related risks for any holders of Pegasus Public Warrants following the Business Combination?

​

A:

The Pegasus Private Placement Warrants are identical to the Pegasus Public Warrants in all material respects, except that so long as the Pegasus Private Placement Warrants are held by the Sponsor or its permitted transferees and subject to certain limited exceptions, they will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will not be redeemable by Pegasus (except as described in the notes to Pegasus’s financial statements included elsewhere in this proxy statement/prospectus) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Pegasus Private Placement Warrants on a cashless basis. If the Pegasus Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Pegasus Private Placement Warrants will be redeemable by Pegasus in all redemption scenarios and exercisable by the holders on the same basis as the Pegasus Public Warrants.

​

As a result, following the Business Combination, TopCo may redeem your TopCo Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants. TopCo will have the ability to redeem outstanding TopCo Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the TopCo Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders. TopCo will not redeem the warrants as described above unless a registration statement under the Securities Act covering the TopCo Ordinary Shares issuable upon exercise of such warrants is effective and a current prospectus relating to those TopCo Ordinary Shares is available throughout the 30-day redemption period. If and when the TopCo Public Warrants become redeemable by TopCo, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding TopCo Public Warrants could force you (i) to exercise your TopCo Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your TopCo Public Warrants at the then-current market price when you might otherwise wish to hold your TopCo Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding TopCo Public Warrants are called for redemption, is likely to be substantially less than the market value of your TopCo Public Warrants.

 

14

 

In addition, TopCo will have the ability to redeem the outstanding TopCo Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the closing price of the TopCo Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which a notice of redemption is sent to the warrant holders. Recent trading prices for the Pegasus Class A Ordinary Shares have not exceeded the $18.00 per share threshold at which the Pegasus Public Warrants would become redeemable. In such a case, the holders will be able to exercise their TopCo Public Warrants prior to redemption for a number of TopCo Ordinary Shares determined based on the redemption date and the fair market value of the TopCo Ordinary Shares. Please see the notes to Pegasus’s financial statements included elsewhere in this proxy statement/prospectus. The value received upon exercise of the TopCo Public Warrants (1) may be less than the value the holders would have received if they had exercised their TopCo Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the TopCo Public Warrants.

In each case, TopCo may only call the TopCo Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their TopCo Public Warrants prior to the time of redemption and, at TopCo’s election, any such exercise may be required to be on a cashless basis.

In connection with the execution of the Second Amendment to Business Combination Agreement, the Sponsor, Pegasus, Schmid, TopCo and all officers and directors of Pegasus who hold private warrants have entered into a private warrants undertaking agreement, pursuant to which the Sponsor and such officers and directors of Pegasus agreed to (i) only exercise their private warrants on a “cashless basis” in accordance with the terms of the private warrants, and (ii) in case the reference price of the TopCo shares subsequently to the closing of the Business Combination reaches USD 18.00 to, on a “cashless basis”, exercise their private warrants in accordance with terms of the private warrants unless such warrants have been previously redeemed or exercised.

Q:

Do I have redemption rights?

​

A:

Pursuant to the Pegasus Memorandum and Articles of Association, Pegasus Public Shareholders may elect to have their Pegasus Class A Ordinary Shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Pegasus Memorandum and Articles of Association. As of                 , 2024, this would have amounted to approximately $      per share. If a Pegasus Public Shareholder exercises its redemption rights, then such holder will be exchanging its Pegasus Class A Ordinary Shares for cash and will not own shares of TopCo following the closing of the Business Combination. Such a holder will be entitled to receive cash for its Pegasus Class A Ordinary Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares.

​

Each redemption of Pegasus Class A Ordinary Shares by Pegasus Public Shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $      as of                 , 2024. The Business Combination Agreement provides that Schmid’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (after giving effect to the redemption of Pegasus Class A Ordinary Shares) which shall be at least $35,000,000, as well as an additional $10,000,000 that can be raised either by a debt instrument and/or constitue cash from the Trust Account. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. In no event will Pegasus redeem its Pegasus Class A Ordinary Shares in an amount that would cause its (or TopCo’s after giving effect to the transactions contemplated by the Business Combination Agreement) net tangible assets to be less than $5,000,001, as provided in the Pegasus Memorandum and Articles of Association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Pegasus Public Shareholders who wish to redeem their Pegasus Class A Ordinary Shares for cash must refer to and

 

15

 

follow the procedures set forth in the section entitled “Extraordinary General Meeting of Pegasus Shareholders — Redemption Rights” in order to properly redeem their Pegasus Class A Ordinary Shares.

Holders of Pegasus Public Warrants will not have redemption rights with respect to such warrants.

Q:

Can the Sponsor redeem its Founder Shares in connection with consummation of the Business Combination?

​

A:

No. The Sponsor has agreed, for no additional consideration, to waive its redemption rights with respect to its Founder Shares and any Pegasus Class A Ordinary Shares it may hold in connection with the consummation of the Business Combination.

​

Q:

What happens if a substantial number of the Pegasus Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

​

A:

Pegasus Public Shareholders are not required to vote “AGAINST” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders of TopCo following closing of the Business Combination are reduced as a result of redemptions by Pegasus Public Shareholders.

​

If a Pegasus Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any Pegasus Public Warrants that it may hold. Even if a substantial part of all of the Pegasus Class A Ordinary Shares held by Pegasus Public Shareholders were redeemed, the 11,250,000 outstanding Pegasus Public Warrants would remain outstanding despite such redemptions. If a substantial number of, but not all, Pegasus Public Shareholders exercise their redemption rights, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional TopCo Ordinary Shares are issued.

In no event will Pegasus redeem its Pegasus Class A Ordinary Shares in an amount that would cause its (or TopCo’s after giving effect to the transactions contemplated by the Business Combination Agreement) net tangible assets to be less than $5,000,001, as provided in the Pegasus Memorandum and Articles of Association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement.

Additionally, as a result of redemptions, the trading market for the TopCo Ordinary Shares may be less liquid than the market for the Pegasus Class A Ordinary Shares was prior to consummation of the Business Combination and TopCo may not be able to meet the listing standards for NYSE, NASDAQ or another national securities exchange.

Q:

Is there a limit on the number of shares I may redeem?

​

A:

Pegasus has no specified high redemption threshold under the Pegasus Memorandum and Articles of Association, except that (i) a Pegasus Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Pegasus shares, will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Pegasus IPO, without the prior consent of Pegasus and (ii) in no event will Pegasus redeem Pegasus Class A Ordinary Shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that Pegasus is not subject to the SEC’s “penny stock” rules, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination.

​

Each redemption of Pegasus Class A Ordinary Shares by Pegasus Public Shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $      as of                 , 2024. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of any amounts redeemed). The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. In addition, in no event will Pegasus redeem its Pegasus Class A Ordinary Shares in an amount that would cause its (or TopCo’s after giving effect to the transactions contemplated by the Business Combination Agreement) net tangible assets to be less than $5,000,001, as provided in the Pegasus

 

16

 

Memorandum and Articles of Association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement.

Q:

Is there a limit on the total number of Pegasus public shares that may be redeemed?

​

A:

Yes. The Pegasus Memorandum and Articles of Association provide that Pegasus may not redeem its Pegasus Class A Ordinary Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (such that Pegasus is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to such Business Combination. In this respect, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of any amounts redeemed) being at least $35,000,000 and additionally $10,000,000 shall be raised from the Trust Account and/or a debt instrument. The combined effects of any proceeds counting toward this aggregate $45,000,000 minimum cash condition, as well as the potential for non-redemption agreements to be achieved with shareholders decreases the risk of the closing condition not being achieved. Should it not be achieved and should the parties choose not to waive the condition however, the Business Combination would not be consummated. In addition, the Business Combination Agreement provides that, as a condition to each party’s obligation to consummate the Business Combination, TopCo may not have net tangible assets less than $5,000,001 at the Closing Commencement Date (after giving effect to the transactions contemplated by the Business Combination Agreement). The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If the Business Combination is not consummated, Pegasus will not redeem any Pegasus Class A Ordinary Shares and all Pegasus Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and Pegasus instead may search for an alternate business combination.

​

Q:

Will how I vote affect my ability to exercise redemption rights?

​

A:

No. You may exercise your redemption rights whether you vote your Pegasus Class A Ordinary Shares for or against, or whether you abstain from voting on, the Business Combination Proposal, the Merger Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement and the Plan of Merger can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of NYSE or NASDAQ.

​

Q:

How do I exercise my redemption rights?

​

A:

In order to exercise your redemption rights, you must (i) hold Pegasus Class A Ordinary Shares or, if you hold Pegasus Public Units, elect to separate the underlying Pegasus Class A Ordinary Shares and Pegasus Public Warrants prior to exercising your redemption rights with respect to the Pegasus Class A Ordinary Shares, and (ii) prior to 5:00 p.m. Eastern Time on                 , 2024 (two business days before the initial date of the Extraordinary General Meeting), (a) submit a request in writing that Pegasus redeem all or a portion of your Pegasus Class A Ordinary Shares for cash and identify yourself as a beneficial holder and provide your legal name, phone number and address to Continental Stock Transfer & Trust Company (the “Transfer Agent”) at the following email address: spacredemptions@continentialstock.com and (b) deliver your Pegasus Class A Ordinary Shares to the Transfer Agent, physically or electronically, through The Depository Trust Company. If you have questions regarding the certification of your position or delivery of your Pegasus Class A Ordinary Shares, please contact:

​

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

 

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You do not have to be a record date holder in order to exercise your redemption rights. Pegasus Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Pegasus’s understanding that Pegasus shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Pegasus does not have any control over this process and it may take longer than two weeks. If you hold your Pegasus Class A Ordinary Shares in “street name”, you will have to coordinate with your bank, broker or other nominee to have the shares certificated or delivered electronically.

Holders of Pegasus Class A Ordinary Shares seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (DWAC) system, at such shareholder’s option, prior to 5:00 p.m. Eastern Time on                 , 2024 (two business days before the initial date of the Extraordinary General Meeting). The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination at the Extraordinary General Meeting. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If you hold Pegasus Public Units registered in your own name, you must deliver the certificate for such Pegasus Public Units to the Transfer Agent with written instructions to separate such Pegasus Public Units into Pegasus Class A Ordinary Shares and Pegasus Public Warrants. This must be completed far enough in advance to permit the mailing of the share certificates back to you so that you may then exercise your redemption rights with respect to the Pegasus Class A Ordinary Shares.

If a broker, dealer, commercial bank, trust company or other nominee holds your Pegasus Public Units, you must instruct such nominee to separate your Pegasus Public Units into Pegasus Class A Ordinary Shares and Pegasus Public Warrants. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of Pegasus Public Units to be split and the nominee holding such Pegasus Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Pegasus Public Units and a deposit of an equal number of Pegasus Class A Ordinary Shares and Pegasus Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Pegasus Class A Ordinary Shares from the Pegasus Public Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Pegasus Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

If the Business Combination is not approved or completed for any reason, then holders of the Pegasus Class A Ordinary Shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the cash in the Trust Account and these shares will be returned to such holder or their account.

 

18

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

The receipt of cash by a U.S. holder (as defined below under the caption “Certain Material U.S. Federal Income Tax Considerations”) of Pegasus Ordinary Shares in redemption of such shares will generally be a taxable transaction for U.S. federal income tax purposes. It is also possible that a redemption may be treated as a corporate distribution for U.S. federal income tax purposes depending on the number of Pegasus Ordinary Shares that the U.S. holder owns or is deemed to own. For a detailed discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the sections entitled “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Redemption of Pegasus Ordinary Shares” and “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Application of the PFIC Rules to the Business Combination — Redemption of Pegasus Ordinary Shares”.

​

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:

What are the material U.S. federal income tax consequences of the Business Combination to me?

​

A:

Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section entitled “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is not a complete analysis or description of all of the possible U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

​

 

19

 

factual determinations. There can be no assurance that the Merger will qualiry as a reorganization under Section 368 of the Code, and because of the significant degree of uncertainty regarding whether the Merger can qualify as a reorganization under Section 368 of the Code, counsel is unable to opine as to whether it does, and it may be prudent for investors to assume that it will not.

U.S. holders of Pegasus Warrants are urged to consult with their tax advisors regarding the treatment of their Pegasus Warrants in connection with the Merger.

For discussion of the U.S. federal income tax treatment of Pegasus Warrants in connection with the Merger, including the treatment of a U.S. holder that owns Pegasus Ordinary Shares in addition to Pegasus Warrants, see the section entitled “Certain Material U.S. Federal Income Tax Considerations —  U.S. Holders,” which qualifies the summary above in its entirety, including the section entitled “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination —  Application of the PFIC Rules to the Business Combination — Application of the PFIC Rules to Pegasus Warrants,” which describes the consequences that are expected to apply as a result of Pegasus’s expected PFIC status.

Q:

If I am a Pegasus warrant holder, can I exercise redemption rights with respect to my Pegasus Public Warrants?

​

A:

No. The holders of Pegasus Public Warrants have no redemption rights with respect to such warrants.

​

Q:

Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

​

A:

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Pegasus Public Shareholders are still entitled to exercise the rights of redemption in respect to their Pegasus Class A Ordinary Shares as set out herein, and Pegasus’s Board of Directors has determined that the redemption proceeds payable to Pegasus Public Shareholders who exercise such redemption rights represent the fair value of those shares. See the section entitled “Proposal No. 2 — The Merger Proposal — Appraisal Rights Under the Cayman Companies Act” for additional information. Holders of Pegasus Public Units or Pegasus Warrants do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Companies Act.

​

Appraisal rights are not available to holders of Schmid shares in connection with the Business Combination.

Q:

Can I exercise redemption rights and dissenter rights under the Cayman Companies Act?

​

A:

No. Any holder of Pegasus Class A Ordinary Shares who elects to exercise appraisal rights under Section 238 of the Cayman Companies Act will lose their right to have their Pegasus Class A Ordinary Shares redeemed in accordance with the Pegasus Memorandum and Articles of Association. The certainty provided by the redemption process may be preferable for Pegasus Public Shareholders wishing to exchange their Pegasus Class A Ordinary Shares for cash. This is because such appraisal rights are likely to be lost and extinguished, including where Pegasus and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Act, in which case any holder of Pegasus Class A Ordinary Shares who had sought to exercise appraisal rights would only be entitled to receive the Merger Consideration. See the section entitled “Proposal No. 2 — The Merger Proposal — Appraisal Rights Under the Cayman Companies Act” for additional information.

​

 

20

 

Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

​

A:

If the Business Combination is consummated, the funds held in the Trust Account will be used to: (i) pay Pegasus Public Shareholders who properly exercise their redemption rights; (ii) pay $2,441,250 in deferred underwriting commissions to certain of the underwriters of the Pegasus IPO (noting that Barclays Capital Inc. has waived its deferred underwriting commission); and (iii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by Pegasus and other parties to the Business Combination Agreement in connection with the Business Combination pursuant to the terms of the Business Combination Agreement. In total, we estimate fees and costs overall to be approximately $22 million, including the deferred underwriting fees. In addition, Pegasus, TopCo and Schmid concluded an agreement with XJ Harbour HK Limited to exchange XJ Harbour HK Limited’s minority interest in Schmid’s Chinese subsidiary for TopCo shares and €30 million in cash payments over a 455 day period after the closing of the Business Combination. The first €10 million payment will come due at the closing of the Business Combination. Any remaining funds (after payment of Pegasus and Schmid expenses coming due at the closing of the Business Combination or in connection with the closing) will be used by TopCo for growth investment and for general corporate purposes.

​

Q:

What conditions must be satisfied to complete the Business Combination?

​

A:

There are a number of closing conditions in the Business Combination Agreement, including the approval by Pegasus shareholders of the Business Combination Proposal and the Merger Proposal and the Aggregate TopCo Transaction Proceeds Condition. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.” Note that the Business Combination may not be consummated if the closing conditions are not met, which include TopCo having at least $5,000,001 of net tangible assets immediately after Closing, TopCo having received at least $35 million in cash proceeds from the Trust Account and an additional $10 million in proceeds from the Trust Account and/or a debt instrument (unless this minimum cash condition is waived by the parties to the Business Combination Agreement), and TopCo’s initial listing application with the New York Stock Exchange being approved.

​

Q:

What happens if the Business Combination Agreement is terminated, or the Business Combination is not consummated?

​

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. Please see the section entitled “The Business Combination Agreement and Ancillary Documents” for information regarding the parties’ specific termination rights.

​

If Pegasus does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until April 30, 2024. If Pegasus fails to complete an initial business combination by April 30, 2024, then Pegasus will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem Pegasus Class A Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Pegasus Class A Ordinary Shares, which redemption will completely extinguish Pegasus Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pegasus’s remaining shareholders and the Pegasus Board, dissolve and liquidate, subject in each case to Pegasus’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Pegasus IPO. Please see the section entitled “Risk Factors — Risks Related to Pegasus” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the

 

21

 

Pegasus Public Warrants and Pegasus Private Placement Warrants, which will expire worthless if Pegasus fails to complete an initial business combination by April 30, 2024.

Q:

When is the Business Combination expected to be completed?

​

A:

The closing of the Business Combination is expected to commence on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.” The Business Combination Agreement will terminate if the closing of the Business Combination has not occurred on or prior to April 30, 2024 (the “Termination Date”).

​

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement and Ancillary Documents — Conditions to Closing of the Business Combination.”

Q:

What do I need to do now?

​

A:

You are urged to read carefully and consider the information contained in this proxy statement/ prospectus, including the Annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

​

Q:

How do I vote?

​

A:

If you are a shareholder of record of Pegasus Ordinary Shares on the close of business on the Record Date, there are three ways to vote:

​

Voting Online at the Meeting.   You may vote online by virtually attending the Extraordinary General Meeting at           and using the 12-digit control number found on your proxy card or notice of the Extraordinary General Meeting. You can pre-register to attend the Extraordinary General Meeting online webcast starting on      , 2024, at 9.00 am, Eastern Time (five business days prior to the meeting date) by entering the following URL address into your browser       and entering your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box during the Extraordinary General Meeting. At the start of the Extraordinary General Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting. If you do not have your control number, contact the Transfer Agent at spacredemptions@continentalstock.com.

Voting in Person at the Meeting.   You may attend the Extraordinary General Meeting and vote in person at the offices of Clifford Chance PmbB at Junghofstrasse 14, 60313 Frankfurt am Main, Germany to the extent consistent with, or permitted by, applicable law and directives of public health authorities. Shareholders will be provided with a ballot upon entering the meeting. You will need to present valid ID and proof of ownership.

Voting by Proxy.   You can vote by proxy by having one or more individuals who will be at the Extraordinary General Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Extraordinary General Meeting is called voting “by proxy.” If you wish to vote by proxy you must complete, sign and date the enclosed form, called a “proxy card,” and mail it in the envelope provided in accordance with the instructions on the enclosed proxy card, or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. Proxies submitted by mail must be received by                 , Eastern Time, on     , 2024, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Business

 

22

 

Combination Proposal, the Merger Proposal and the Adjournment Proposal, if presented at the Extraordinary General Meeting. You may still attend the Extraordinary General Meeting and vote even if you have already voted by proxy, with such vote superseding your proxy vote.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own, or if you wish to attend and cast your vote at the Extraordinary General Meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Holders should contact their broker or bank for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting.

For additional information, please see the section entitled “Extraordinary General Meeting of Pegasus Shareholders.”

Q:

What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?

​

A:

At the Extraordinary General Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as present for purposes of determining whether a quorum is present. For purposes of approval, broker non-votes and abstentions will have no effect on the Business Combination Proposal, the Merger Proposal, or the Adjournment Proposal.

​

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A:

Signed and dated proxies received by Pegasus without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” the Business Combination Proposal, the Merger Proposal, and the Adjournment Proposal, if presented to the shareholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Extraordinary General Meeting.

​

Q:

If I am not going to attend the Extraordinary General Meeting in person, should I return my proxy card instead?

​

A:

Yes. Whether you plan to attend the Extraordinary General Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided by no later than 48 hours before the time appointed for the Extraordinary General Meeting to commence, or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card.

​

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.

​

Pegasus believes that all of the proposals presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide voting instructions, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum but will not be counted for purposes of determining the number of votes cast at the Extraordinary General Meeting. Your broker, bank or

 

23

 

other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. If you are a shareholder of record of Pegasus Ordinary Shares as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the Extraordinary General Meeting in one of the following ways:

​

•

submit a new proxy card bearing a later date so that it is received no later than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or in case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

​

•

give written notice of your revocation to Pegasus, which notice must be received by Pegasus prior to the start of the Extraordinary General Meeting; or

​

•

attend the Extraordinary General Meeting in person and vote. Please note that your attendance at the Meeting will not alone serve to revoke your proxy. However, should you virtually attend the Extraordinary General Meeting and vote online, such vote will supersede your proxy vote.

​

If your shares are held in “street name” by your broker, bank or another nominee, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:

What should I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

​

Q:

Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

​

A:

Pegasus will pay the cost of soliciting proxies for the Extraordinary General Meeting. Pegasus has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Extraordinary General Meeting. Pegasus has agreed to pay Morrow its customary fee, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Pegasus will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Pegasus Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Pegasus Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of Pegasus may also solicit proxies by telephone, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/​prospectus or the enclosed proxy card you should contact:

​

Pegasus Digital Mobility Acquisition Corp.
660 Steamboat Road,
Greenwich, CT 06830
United States
Attention: Investor Relations
Email: investor-relations@pegasusdm.com

 

24

 

You may also contact the proxy solicitor for Pegasus at:

Individuals, please call toll-free: +1 (800) 662-5200
Banks and brokerage, please call: +1 (203) 658-9400
Email: PGSS.info@investor.morrowsodali.com

To obtain timely delivery, Pegasus shareholders must request the materials no later
than,            2024, or five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about Pegasus from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you have questions regarding the redemption of your Pegasus Class A Ordinary Shares, including with respect to the certification of your position or delivery of your shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

 

25

 

 

27

 

28

 

​

29

 

​

​

​

Assuming Low Redemptions

​

​

Assuming Interim Redemption

​

​

Assuming High Redemption

​

Shareholders

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

Schmid shareholders

​

​

​

​

28,725,000

​

​

​

​

​

71.9%

​

​

​

​

​

28,725,000

​

​

​

​

​

74.5%

​

​

​

​

​

28,725,000

​

​

​

​

​

86.0%

​

​

Pegasus Public Shareholders

​

​

​

​

7,021,947

​

​

​

​

​

17.6%

​

​

​

​

​

5,618,798

​

​

​

​

​

14.6%

​

​

​

​

​

467,716

​

​

​

​

​

1.4%

​

​

thereof from Class A Ordinary Shares

​

​

​

​

4,209,447

​

​

​

​

​

10.5%

​

​

​

​

​

2,806,298

​

​

​

​

​

7.3%

​

​

​

​

​

467,716

​

​

​

​

​

1.4%

​

​

thereof from Class B Ordinary Shares (incentives)(1)

​

​

​

​

2,812,500

​

​

​

​

​

7.0%

​

​

​

​

​

2,812,500

​

​

​

​

​

7.3%

​

​

​

​

​

0

​

​

​

​

​

—

​

​

Founder

​

​

​

​

2,812,500

​

​

​

​

​

7.0%

​

​

​

​

​

2,812,500

​

​

​

​

​

7.3%

​

​

​

​

​

2,812,500

​

​

​

​

​

8.4%

​

​

thereof Directors & Officers

​

​

​

​

462,500

​

​

​

​

​

1.2%

​

​

​

​

​

462,500

​

​

​

​

​

1.2%

​

​

​

​

​

462,500

​

​

​

​

​

1.4%

​

​

thereof Sponsor

​

​

​

​

975,000

​

​

​

​

​

2.2%

​

​

​

​

​

975,000

​

​

​

​

​

2.3%

​

​

​

​

​

975,000

​

​

​

​

​

2.7%

​

​

thereof IPO anchor investors

​

​

​

​

1,375,000

​

​

​

​

​

3.4%

​

​

​

​

​

1,375,000

​

​

​

​

​

3.6%

​

​

​

​

​

1,375,00

​

​

​

​

​

4.1%

​

​

XJ Harbour JK Limited

​

​

​

​

1,406,361

​

​

​

​

​

3.5%

​

​

​

​

​

1,406,361

​

​

​

​

​

3.6%

​

​

​

​

​

1,406,361

​

​

​

​

​

4.2%

​

​

Shares Outstanding Excluding Warrants

​

​

​

​

39,965,808

​

​

​

​

​

100.0%

​

​

​

​

​

38,562,659

​

​

​

​

​

100.0%

​

​

​

​

​

33,411,577

​

​

​

​

​

100.0%

​

​

​

​

30

 

​

​

​

Assuming Low Redemptions

​

​

Assuming Interim Levels of Redemptions

​

​

Assuming High Redemptions

​

Shareholders

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

​

Ownership in shares

​

​

Equity %

​

Schmid shareholders

​

​

​

​

33,725,000

​

​

​

​

​

51.1%

​

​

​

​

​

33,725,000

​

​

​

​

​

52.2%

​

​

​

​

​

33,725,000

​

​

​

​

​

56.8%

​

​

Pegasus Public Shareholders(1)

​

​

​

​

7,021,947

​

​

​

​

​

10.6%

​

​

​

​

​

5,618,798

​

​

​

​

​

8.7%

​

​

​

​

​

467,716

​

​

​

​

​

0.8%

​

​

Sponsor

​

​

​

​

975,000

​

​

​

​

​

1.5%

​

​

​

​

​

975,000

​

​

​

​

​

1.5%

​

​

​

​

​

975,000

​

​

​

​

​

1.6%

​

​

Directors & Officers

​

​

​

​

462,500

​

​

​

​

​

0.7%

​

​

​

​

​

462,500

​

​

​

​

​

0.7%

​

​

​

​

​

462,500

​

​

​

​

​

0.8%

​

​

2021 IPO Anchor Investors

​

​

​

​

1,375,000

​

​

​

​

​

2.1%

​

​

​

​

​

1,375,000

​

​

​

​

​

2.1%

​

​

​

​

​

1,375,000

​

​

​

​

​

2.3%

​

​

XJ Harbour JK Limited

​

​

​

​

1,406,361

​

​

​

​

​

2.1%

​

​

​

​

​

1,406,361

​

​

​

​

​

2.2%

​

​

​

​

​

1,406,361

​

​

​

​

​

2.4%

​

​

Public Warrants

​

​

​

​

11,250,000

​

​

​

​

​

17.1%

​

​

​

​

​

11,250,000

​

​

​

​

​

17.4%

​

​

​

​

​

11,250,000

​

​

​

​

​

18.9%

​

​

Private Warrants

​

​

​

​

9,750,000

​

​

​

​

​

14.8%

​

​

​

​

​

9,750,000

​

​

​

​

​

15.1%

​

​

​

​

​

9,750,000

​

​

​

​

​

16.4%

​

​

Total Shares

​

​

​

​

65,965,808

​

​

​

​

​

100.0%

​

​

​

​

​

64,562,659

​

​

​

​

​

100.0%

​

​

​

​

​

59,411,577

​

​

​

​

​

100.0%

​

​

​

​

​

​

Assuming Low Redemptions

​

​

Assuming Interim Levels of Redemptions

​

​

Assuming High Redemptions

​

Shareholders

​

​

Total Shares

​

​

Value per share(1)

​

​

Total Shares

​

​

Value per share(1)

​

​

Total shares

​

​

Value per share(1)

​

All shares without earn-out shares (no warrants exercised)

​

​

​

​

39,965,808

​

​

​

​

$

8.59

​

​

​

​

​

38,562,659

​

​

​

​

$

8.51

​

​

​

​

​

33,411,577

​

​

​

​

$

9.08

​

​

Assuming all Public Warrants exercised

​

​

​

​

51,215,808

​

​

​

​

$

6.70

​

​

​

​

​

49,812,659

​

​

​

​

$

6.59

​

​

​

​

​

44,661,577

​

​

​

​

$

6.79

​

​

Assuming all Public and Private Warrants exercised

​

​

​

​

60,965,808

​

​

​

​

$

5.63

​

​

​

​

​

59,562,669

​

​

​

​

$

5.51

​

​

​

​

​

54,411,577

​

​

​

​

$

5.57

​

​

All Warrants exercised and all Earn-out Shares vested

​

​

​

​

65,965,808

​

​

​

​

$

5.20

​

​

​

​

​

64,562,659

​

​

​

​

$

5.08

​

​

​

​

​

59,411,577

​

​

​

​

$

5.10

​

​

​

​

31

 

32

 

33

 

34

 

The Extraordinary General Meeting of Pegasus Shareholders

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting of Pegasus shareholders will be held on   , 2024, at 9.00 am Eastern Time, at the offices of Clifford Chance PmbB at Junghofstrasse 14, 60313 Frankfurt am Main, Germany and virtually over the internet via live audio webcast at https://            .

35

 

36