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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 11, 2024
Date of Report (date of earliest event reported)
Pegasus Digital Mobility Acquisition Corp.
(Exact name of Registrant as specified in its charter)
| Cayman Islands | 001-40945 | 98-1596591 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
71 Fort Street George Town Grand Cayman Cayman Islands |
KY1-1106 | |
| (Address of principal executive offices) | (Zip Code) |
+1345 769-4900
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols |
Name of each exchange on which registered |
||
| Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant | PGSS.U | New York Stock Exchange | ||
| Class A Ordinary Shares, par value $0.0001 per share | PGSS | New York Stock Exchange | ||
| Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | PGSS.WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry Into Material Definitive Agreements. |
On April 11, 2024, Pegasus Digital Mobility Acquisition Corp. (the “Company”), Pegasus Digital Mobility Sponsor LLC (the “Sponsor”), and Pegasus TopCo B.V. ("TopCo") entered into non-redemption and investment agreements (the “Non-Redemption and Investment Agreements”) with certain third parties in exchange for such third parties agreeing not to redeem Class A ordinary shares or shall use commercially reasonable efforts to request that the Company’s transfer agent reverse any previously submitted redemption demand or, alternatively, have TopCo issue additional shortfall shares in lieu of Class A ordinary shares in connection with the shareholders meeting called by the Company (the “Shareholder Meeting”) to approve the business combination between the Company, TopCo and Gebr. Schmid GmbH scheduled for April 22, 2024.
In exchange for the foregoing commitments, the Sponsor has agreed to transfer to such third parties Class B ordinary shares held by the Sponsor at the closing of the initial business combination.
As of the date of this report, the Company, the Sponsor and TopCo have entered into Non-Redemption and Investment Agreements in relation to a total committed capital of approximately USD 20 million. The committed capital includes investments from several institutional investors and up to USD 8 million in committed capital by the Sponsor. The Sponsor's committed capital will be set-off against the outstanding promissory notes of Pegasus issued to the Sponsor which will become due at the closing.
The Company, the Sponsor and TopCo expect to enter into additional Non-Redemption and Investment Agreements prior to the Shareholder Meeting. The closing of the initial business combination, which is scheduled for, at the earliest, April 25, 2024, remains subject to the fulfillment of all closing conditions set out in the business combination agreement, as amended.
A copy of the Non-Redemption and Investment Agreement signed by the Sponsor is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference, and the foregoing description is qualified in its entirety by reference to the full text of such agreement.
A copy of the Form of the Non-Redemption and Investment Agreement used for investors was previously filed with the Current Report on Form 8-K on February 27, 2024 (as an Annex to Exhibit 10.1 to that Form 8-K).
| Item 8.01 | Other Events. |
On April 11, 2024, Pegasus and Schmid issued a press release set out in this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The press release includes information on Boo-Keun Yoon and Christian Brodersen, who have agreed to join TopCo's board of directors as independent directors at the closing of the business combination.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
In connection with the proposed Business Combination, (i) Pegasus TopCo B.V. has filed with the SEC a definitive proxy statement relating to the proposed Business Combination (the "Definitive Proxy Statement") and has mailed the Definitive Proxy Statement and other relevant materials to its shareholders after the Registration/Proxy Statement was declared effective on March 28, 2024. The Registration/Proxy Statement contains important information about the proposed Business Combination and the other matters to be voted upon at a meeting of Pegasus shareholders to be held to approve the proposed Business Combination. This press release does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination.
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Before making any voting or other investment decisions, securityholders of Pegasus and other interested persons are advised to read the Definitive Proxy Statement and other documents filed in connection with the proposed Business Combination.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Pegasus, Schmid, Strategic Capital and their respective directors, executive officers and other members of their management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from Pegasus's shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Pegasus's shareholders in connection with the proposed Business Combination will be set forth in Registration Statement/Proxy Statement and Definitive Proxy Statement when such are filed with the SEC. Shareholders, potential investors and other interested person should read the Registration Statement/Proxy Statement and Definitive Proxy Statement carefully when such becomes available before making any voting or investment decisions.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Pegasus's and Schmid's actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Pegasus's and Schmid's expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, sell or exchange nor a solicitation of an offer to sell, subscribe for or buy or exchange any securities or the solicitation of any vote in any jurisdiction pursuant to the Transactions or otherwise, nor will there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits |
|
Exhibit |
||
| 10.1 | Non-Redemption and Investment Agreement of the Sponsor | |
| 99.1 | Press Release dated as of April 11, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 11, 2024 | Pegasus Digital Mobility Acquisition Corp. | |
| By: | /s/ F. Jeremey Mistry | |
| Name: | F. Jeremey Mistry | |
| Title: | Chief Financial Officer and Secretary | |
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Exhibit 10.1
NON-REDEMPTION AND INVESTMENT AGREEMENT
This Non-Redemption and Investment Agreement (this “Agreement”) is entered as of April 11, 2024 by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Pegasus”), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and Pegasus TopCo B.V. (“TopCo”).
RECITALS
WHEREAS, the Sponsor currently holds Class B ordinary shares, par value $0.0001 per share, of Pegasus (the “Founder Shares”);
WHEREAS, Pegasus expects to hold an extraordinary general meeting of its shareholders (the “Meeting”) for the purpose of approving, among other things, the business combination transaction (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of May 31, 2023 (and as amended by the First Amendment to Business Combination Agreement dated September 26, 2023, and the Second Amendment to Business Combination Agreement dated January 29, 2024, and as may be further amended from time to time, the “Business Combination Agreement”), between, among others, Pegasus and Gebr. Schmid GmbH (“Schmid”);
WHEREAS, Pegasus has issued several promissory notes to the Sponsor in an amount of a maximum of USD 8,000,000 (the "Promissory Notes"), which will become immediately due and payable to Sponsor on the closing of the Business Combination Agreement;
WHEREAS, Pegasus, TopCo, the Sponsor and Schmid separately agreed that the Sponsor shall not transfer the number of Founder Shares attributable to its investment in accordance with Exhibit A to this Agreement and that this number of Founder Shares shall not be cancelled at the closing of the Business Combination Agreement;
WHEREAS, the shareholders of Pegasus may redeem their Class A ordinary shares, par value $0.0001 per share, of Pegasus initially sold as part of the units in Pegasus’s initial public offering (whether they were purchased in Pegasus’s initial public offering or thereafter in the open market) (the “Public Shares” and together with the Founder Shares, the “Ordinary Shares”) in connection with the shareholder vote on the Business Combination, on the terms set forth in the Pegasus Memorandum and Articles of Association (“Redemption Rights”);
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TopCo and the Sponsor hereby agree as follows:
| 1. | Subscription of New Shares of TopCo by Sponsor |
| 1.1. | Upon the terms and subject to the conditions of this Agreement, Sponsor hereby commits itself to subscribe for, at a purchase price equal to the redemption price for Public Shares for each share, an amount of unrestricted TopCo shares up to a maximum of the investor shares set out in Exhibit A (“New Shares”), subject to the following limitation (as well as the limitation set out in Section 2.2): the maximum amount of New Shares to be issued by TopCo to all investors entering into non-redemption and investment agreements shall not exceed (i) 4,500,017 Class A Ordinary Shares less (ii) the amount of Public Shares which were not redeemed in connection with the Meeting (where the number of such New Shares were to exceed the number of shares available for issue by TopCo under such maximum amount, the New Shares shall be issued pro rata to all investors who entered into non-redemption and investment agreements subscribing to New Shares). |
| 1.2. | As part of the consideration for the Sponsor committing to subscribe for the New Shares, TopCo and the Sponsor hereby confirm their agreement that Sponsor will not transfer the number of Founder Shares set out in Exhibit A to investors and that such Founder Shares will not be cancelled at the closing of the Business Combination, which means Sponsor will remain the legal owner of such shares at the closing of the Business Combination. |
| 1.3. | Termination. This Agreement and each of the obligations of the undersigned shall terminate on the earlier of (a) the failure of Pegasus’s shareholders to approve the Required Shareholder Approval Matters at the Meeting, (b) Pegasus’s abandonment of the Business Combination prior to consummation, (c) the fulfilment of all obligations of parties hereto, (d) the liquidation or dissolution of Pegasus, (e) the mutual written agreement of the parties hereto; or (f) on April 30, 2024. |
| 2. | Set-off with Claims from the Promissory Notes of Pegasus |
| 2.1. | Pegasus, TopCo and the Sponsor hereby agree that the purchase price for the New Shares payable by Sponsor at the time the Sponsor subscribes for the New Shares will be set-off against the obligations of Pegasus to repay the Promissory Notes to the Sponsor up to an amount set out in Exhibit A, as further illustrated in Exhibit B (provided that, for the avoidance of doubt, Exhibit B is provided for illustrative purposes only and in the event of any conflict between Exhibit B and any of the terms otherwise set forth hereunder, the other terms will predominate). In the amount of such set-off, the Promissory Notes will be cancelled. |
| 2.2. | Unless otherwise agreed between TopCo and the Sponsor, the Sponsor's actual capital committed in connection with subscribing New Shares in Section 1.1 will be determined as the difference between USD 35,000,000 and the total equity capital raised in connection with the Business Combination (from non-redeemed Class A shares and direct investments in TopCo shares by third party investors) up to a maximum of USD 8,000,000 (as an example, if USD 30,000,000 is raised in equity capital from third party investors, the Sponsor's actual capital committed in this Agreement shall be USD 5,000,000). |
| 3. | Governing Law; Jurisdiction; Waiver of Jury Trial. |
| 3.1. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. |
| 3.2. | Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the U.S. District Court for the Southern District of New York (or, to the extent such court does not have subject matter jurisdiction, any state court located in The City and County of New York ), and each of the parties irrevocably (a) submits to the exclusive jurisdiction of each such court in any such proceeding or action, (b) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (c) agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court and (d) agrees not to bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence an action or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this section. |
| 3.3. | The parties each hereby waive, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action or cause of action arising under this Agreement or the transactions contemplated hereby, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The parties each hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury and that the parties may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each such party understands and has considered the implications of this waiver, (c) each such party makes this waiver voluntarily and (d) each such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section. |
| 4. | Assignment; Entire Agreement; Amendment. |
| 4.1. | Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them relating to the subject matter hereof. |
| 4.2. | Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. |
| 4.3. | Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns. |
| 5. | Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice; and (b) if by any other form of electronic transmission, when directed to such party. |
| 6. | Counterparts. This Agreement may be executed in counterparts, which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 7. | Survival; Severability. |
| 7.1. | Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated hereby. |
| 7.2. | Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. |
| 8. | Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| SPONSOR: | ||
| Pegasus Digital Mobility Sponsor LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| TOPCO: | ||
| Pegasus TopCo B.V. | ||
| By: | ||
| Name: | ||
| Title: | ||
| PEGASUS: Pegasus Digital Mobility Acquisition Corp. |
||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Non-Redemption Agreement]
Exhibit A
| Class B
Ordinary Shares (Founder Shares) to remain at the Sponsor in relation to Section 1.2 of this Agreement |
Number of New Shares in
|
|
|
2,812,500
divided by
the total number of Investor Shares and New Shares committed in all non-redemption investment agreements agreed with investors (including the Sponsor share commitment)
multiplied by
the Class A Ordinary Shares stated in the right column* |
An amount of New Shares calculated as a maximum of USD 8,000,000 divided by the redemption price for the Public Shares
The exact number of such New Shares will be determined in accordance with Section 2.2 of this Agreement two business days before the closing of the Business Combination Agreement |
|
*At the maximum 4,500,017 total Investor Shares and New Shares committed, this would amount to 2,812,500/4,500,017 multiplied by the amount stated in the table above in the right column
Exhibit B
Exhibit 99.1
Pegasus Digital Mobility Acquisition Corp. Announces Entry into Several Non-Redemption and Investment Agreements and the Addition of Two Independent Board Members to the Schmid Group N.V. board of directors
GREENWICH, CT (April 11, 2024) -- Pegasus Digital Mobility Acquisition Corp. (the “Company”), Pegasus Digital Mobility Sponsor LLC (the “Sponsor”), and Pegasus TopCo B.V. to be renamed Schmid Group N.V. ("TopCo") have entered into several non-redemption and investment agreements in connection with the shareholders meeting called by the Company to approve the business combination between the Company, TopCo and Gebr. Schmid GmbH scheduled for April 22, 2024.
The total amount of currently committed capital in these non-redemption and investment agreements is approximately USD 20 million. The currently committed capital includes investments from several institutional investors as well as up to USD 8 million from the Sponsor.
The Company, the Sponsor and TopCo expect to enter into additional non-redemption and investment agreements prior to the Company's shareholders meeting. The closing of the initial business combination, which is scheduled for April 25, 2024 (at the earliest), remains subject to the fulfillment of all closing conditions set out in the business combination agreement, as amended.
In addition, the Company and TopCo hereby announce that Boo-Keun Yoon has agreed to join TopCo's board of directors as an independent director. Boo-Keun Yoon, former Vice Chairman and CEO of Samsung Electronics spent nearly four decades progressing through a series of leadership roles at Samsung – including Vice Chairman of Korea Enterprises. His extensive knowledge of the Electronics sector, strategic alliances with Korea’s Chamber of Commerce and his extensive network across the industry will serve TopCo well in this new appointment. The Company, TopCo and the Schmid Group are in discussions with two further independent directors who will join the TopCo board either at the closing of the business combination or thereafter.
Prof. Dr. Dr. h.c. Sir Ralf Speth, CEO of Pegasus and the future chairman of the Schmid Group N.V.'s board comments: "The addition of a high-profile board member like Boo-Keun Yoon is a key step for the Schmid Group as the business combination nears with Pegasus. I am looking forward to working with him on the board following a successful closing in April."
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute "forward-looking statements." All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the "Risk Factors" section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
About Pegasus Digital Mobility Acquisition Corp.
The Company is a blank check company incorporated as a Cayman Islands exempted entity. The Company was founded by StratCap, an investment management organization focused on digital economy investments. The Company is a special purpose acquisition company formed for the purpose of effecting a business combination with one or more businesses.
About The SCHMID Group:
The SCHMID Group is a world-leading global solutions provider for the high-tech electronic, photovoltaics, glass, and energy systems industries, with its parent company Gebr. SCHMID GmbH is based in Freudenstadt, Germany. Founded in 1864, today it employs more than 800 staff members worldwide, and has technology centers and manufacturing sites in multiple locations including Germany and China, in addition to several sales and service locations globally. The Group focuses on developing customized equipment and process solutions for multiple industries including electronics, renewables, and energy storage. Our system and process solutions for the manufacture of substrates, printed circuit boards and other electrical components ensure the highest technology levels, high yields with low production costs, maximized efficiency, quality, and sustainability in green production processes. Learn more at www.schmid-group.com
CONTACT
Investor Relations
investor-relations@pegasusdm.com
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