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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 29, 2024
Date of Report (date of earliest event reported)
Pegasus Digital Mobility Acquisition Corp.
(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
(Zip Code)
|
|
| (Address of principal executive offices) |
+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):
| ¨ | 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. |
Pegasus Digital Mobility Acquisition Corp. (the “Company”), Pegasus Digital Mobility Sponsor LLC (the “Sponsor”), and Pegasus TopCo B.V. ("TopCo") entered into a serious of non-redemption and investment agreements (the “Investment Agreements”).
As of the date of this report, the Company, the Sponsor and TopCo have entered into Investment Agreements in relation to a total committed capital of approximately USD 26 million. The investment capital includes investments from several institutional investors and USD 8.6 million by the Sponsor (offset against promissory notes and other debt due to the Pegasus Digital Mobility Sponsor LLC, the sponsor of the Company (the "Sponsor")).
As of the date of this report, the Company, TopCo, StratCap Investment Management, LLC ("StratCap") and Gebr. Schmid GmbH ("Schmid") entered into a warranty agreement in which StratCap guaranteed a reduction in the total indebtedness of Pegasus and TopCo remaining at the closing of the Business Combination (or converted to shares of TopCo at closing) will not exceed USD 7.4 million of which USD 2.75 million are deferred by nine months from the closing (or earlier if TopCo enters into a loan agreement for more than EUR 10 million). In addition, StratCap agreed to provide a loan of USD 2.35 million to TopCo within 30 days after closing of the Business Combination repayable within 12 months after closing (or earlier if TopCo enters into a loan agreement for more than EUR 10 million). Further, the parties to the warranty agreement agreed that the Sponsor shall transfer a further 2 million warrants to Christian Schmid and Anette Schmid when a loan agreement for more than EUR 10 million is concluded.
A copy of the warranty agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and the terms are incorporated by reference herein. A copy of the amendment to the warrant transfer agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and the terms are incorporated by reference herein.
As of the date of this report, the parties to the Business Combination Agreement have entered into a Waiver of Closing Conditions to the Business Combination Agreement (the “Waiver”) to waive the minimum cash condition stipulated under Clause 10.1 (e) of 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 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”).
In the Waiver the parties also announce the satisfaction or waiver of all conditions to closing of the Business Combination Agreement. As a result thereof, the closing of the business combination is now expected to be on April 30, 2024.
A copy of the Waiver is filed with this Current Report on Form 8-K as Exhibit 10.3 and the terms are incorporated by reference herein.
As of the date of this report, EarlyBirdCapital, LLC, TopCo and the Company entered into an amendment agreement to agree that the total fee amount payable to EarlyBirdCapital, LLC by Pegasus is reduced to USD 962,250 payable at the closing of the Business Combination.
A copy of the EarlyBirdCapital amendment agreement is filed with this Current Report on Form 8-K as Exhibit 10.4 and the terms are incorporated by reference herein.
As of the date of this report, the Company, TopCo and the Sponsor entered into an agreement to remove the lock-up from 1,375,000 Class B shares held by certain anchor investors (such Class B shares are converted to Class A shares at closing) who invested in the IPO of the Company in 2021, in order to increase the freefloat of the Company.
A copy of the agreement to remove the lock-up is filed with this Current Report on Form 8-K as Exhibit 10.5 and the terms are incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 22, 2024, Pegasus held an extraordinary general meeting of its shareholders (the “General Meeting”), at which holders of 77.36% of all outstanding shares were present (7,832,696 shares) of which there was one vote abstaining and 7,832,695 shares voting in favor of the proposals in the F-4 registration statement/proxy statement filed by TopCo.
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The shareholders approved (i) the Business Combination Agreement, pursuant to which the Business Combination and the transactions contemplated thereby are to occur, (ii) the Plan of Merger and the transactions contemplated thereby (the “Merger Proposal”); and (iii) certain material provisions in the amendment of the articles of association of TopCo presented.
| Item 8.01 | Other Events. |
The board of TopCo, once it is converted into an N.V. and renamed SCHMID Group N.V. will consist of 6 members. As previously disclosed, Sir Ralf Speth will join the board as the chairman of the board alongside board members Stefan Berger, Boo-Keun Yoon and Christian Brodersen, and the majority owners of the Group, Anette Schmid and Christian Schmid.
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.
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.
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| Item 9.01 | Financial Statements and Exhibits |
|
Exhibit Number |
|
| 10.1 | Warranty Agreement dated April 29, 2024 |
| 10.2 | Amendment to the Warrant Transfer Agreement dated April 29, 2024 |
| 10.3 | Waiver of the minimum cash condition and confirmation of closing conditions dated April 29, 2024 |
| 10.4 | Amendment Letter to Engagement Letter with EarlyBirdCapital, LLC dated April 29, 2024 |
| 10.5 | Agreement to remove the lock-up from IPO anchor investors dated April 29, 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 29, 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
EXECUTION VERSION
PEGASUS DIGITAL MOBILITY ACQUISITION CORP.,
GEBR. SCHMID GMBH,
PEGASUS TOPCO B.V.,
PEGASUS MERGERSUB CORP.,
AND
VALIDUS/STRATCAP, LLC
WARRANTY AGREEMENT
WARRANTY AGREEMENT
THIS WARRANTY AGREEMENT (this "Agreement"), dated as of April 29, 2024 (the "Effective Date"), is by and among (i) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), (ii) Gebr. Schmid GmbH, a German limited liability company (the "Company"), (iii) Pegasus TopCo B.V., a Dutch private limited liability company ("TopCo"), (iv) Pegasus MergerSub Corp., a Cayman Islands exempted company ("Merger Sub") Validus/StratCap, LLC (the "Guarantor") (collectively, the "Parties" and each, a "Party"). Capitalized terms used but not otherwise defined in this Agreement shall have respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
RECITALS
WHEREAS, the Parties, expect the Guarantor, previously entered into a Business Combination Agreement, dated as of May 31, 2023 as amended by the first amendment to the Business Combination Agreement dated September 26, 2023 and the second amendment to the Business Combination Agreement dated January 26, 2024 (together, the "Business Combination Agreement").
WHEREAS, in Section 3.3 of the Business Combination Agreement, the Parties have agreed that
One Business Day prior to the Special Meeting and, in any event, not earlier than the time that the holders of Pegasus Class A Shares may no longer elect to redeem their Pegasus Class A Shares in accordance with the Pegasus Shareholder Redemption Right, Pegasus shall deliver to the Company and the Company Shareholders a statement (the "Pegasus Closing Statement") setting forth: (a) the aggregate amount of cash in the Trust Account (prior to giving effect to the Pegasus Shareholder Redemption Right), (b) the aggregate amount of all payments required to be made in connection with the Pegasus Shareholder Redemption Right, (c) the Available Closing Pegasus Cash resulting therefrom, (d) the Pegasus Transaction Expenses, (e) the number of Pegasus Shares to be outstanding as of immediately prior to the Effective Time after giving effect to the Pegasus Shareholder Redemption Right, and (f) the number of Pegasus Class A Shares that may be issued upon the exercise of all Pegasus Warrants issued and outstanding as of immediately prior to the Effective Time and the exercise prices therefor. From and after the delivery of the Company Closing Statement or the Pegasus Closing Statement, as the case may be, until the Closing Date, each of Company and Pegasus shall provide the other Parties and their Representatives with reasonable access to information reasonably requested by Pegasus or the Company or any of their respective Representatives in connection with the review of the Company Closing Statement or the Pegasus Closing Statement, as the case may be, (ii) consider in good faith any comments to the Company Closing Statement or the Pegasus Closing Statement, as the case may be, provided by any other Party at least two Business Days prior to the Closing Date and (iii) revise the Company Closing Statement or Pegasus Closing Statement as needed to reflect any reasonable comments and any other comments that, based on its good faith assessment, are warranted or appropriate and deliver such revised Company Closing Statement or Pegasus Closing Statement, as the case may be, to any other Party prior to the Closing Date reflecting any such changes.
WHEREAS, the Pegasus and the Guarantor intend to represent and warrant to the Company that certain circumstances, representations, warranties and undertakings are correct and are or will be brought about by Pegasus and that the Guarantor will procure this.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings herein contained, the receipt and sufficiency of which are acknowledged, on the terms and subject to the conditions set forth in this Agreement, the Parties, intending to be legally bound, agree as follows:
| 1. | Representations, Warranties and Undertakings |
Business Combination Agreement
| 1.1 | Pegasus undertakes to comply with the representations and warranties in particular as set out in clauses 6 and 8 of the Business Combination Agreement. |
Trust Account
| 1.2 | Pegasus and the Guarantor hereby represent and warrant by a standalone guarantee promise (selbstständiges Garantieversprechen) that the Available Closing Pegasus Cash resulting from the Trust Account is at least USD 16.3 million (in words: sixteen million three hundred thousand). |
| 1.3 | Provided that the Available Closing Pegasus Cash resulting from the Trust Account is less than USD 16.3 million (in words: sixteen million three hundred thousand), the Guarantor undertakes to provide to the Trust Account any amount in difference to USD 16.3 million (in words: sixteen million three hundred thousand). |
| 1.4 | The Guarantor undertakes to provide at least USD 6 million (in words: six million) to the Trust Account. |
Transaction Costs
| 1.5 | Pegasus and the Guarantor hereby represent and warrant by a standalone guarantee promise (selbstständiges Garantieversprechen) that Exhibit A includes a complete and true statement of all costs incurred in connection with the Transaction on the part of Pegasus or any party affiliated with Pegasus. |
| 1.6 | Pegasus and the Guarantor hereby represent and warrant by a standalone guarantee promise (selbstständiges Garantieversprechen) that (i) the costs incurred in connection with the Transaction as well as any Indebtedness on the part of Pegasus or any party affiliated with Pegasus will not exceed USD 4.65 million (in words: four million six hundred fifty thousand) and (ii) that costs are deferred in the amount of not more than USD 2.75 million (in words: two million seven hundred fifty thousand) the conditions of which are set out below. |
| 1.7 | Provided that the costs incurred in connection with the Transaction or any Indebtedness on the part of Pegasus or any party affiliated with Pegasus at the Closing in total exceed USD 7.4 million (in words: seven million four hundred thousand), the Guarantor undertakes to provide to the Trust Account any amount in excess of USD 7.4 million (in words: seven million four hundred thousand). |
| 1.8 | Pegasus and the Guarantor hereby represent and warrant by a standalone guarantee promise (selbstständiges Garantieversprechen) that, after the Closing, there will be no further costs incurred in connection with the Transaction on the part of Pegasus or any party affiliated with Pegasus, notwithstanding for the Company and any subsidiary of the Company (not even in the sense of deferred payments or similar). |
| 1.9 | As set out in Exhibit A, Pegasus and the Guarantor hereby represent and warrant by a standalone guarantee promise (selbstständiges Garantieversprechen) that costs incurred in connection with the Transaction totalling at least USD 2.75 million (in words: two million seven hundred fifty thousand)(the "Deferred Costs") are deferred by nine (9) months from the date of the Closing of the Transaction at a 9.5% p.a. interest rate – however, should the Company enter into a new loan agreement with a principal amount of more than EUR 10 million (the "New Loan") before the end of the nine (9) months period, the Company shall repay such costs promptly after having received such loan proceeds. |
| 1.10 | As set out in Exhibit A, the Guarantor hereby represent and warrant by a standalone guarantee promise (selbstständiges Garantieversprechen) that it will pay USD 2.35 million (in words: two million three hundred fifty thousand) (the "Bridge Loan") to the Company within 30 days of the Closing of the Transaction, such Bridge Loan having a maturity ending twelve (12) months after the Closing of the Transaction. The Bridge Loan will bear interest at a 9.5% p.a. interest rate – however, should the Company enter into the New Loan before the end of the twelve (12) months period, the Company shall repay such costs promptly after having received such loan proceeds. |
Cap Table
| 1.11 | Pegasus and the Guarantor hereby represent and warrant by a standalone guarantee promise (selbstständiges Garantieversprechen) that Exhibit B contains a fully diluted CAP table which reflects, inter alia, all Pegasus Ordinary Class A Shares, Pegasus Ordinary Class B Shares and Pegasus Public Warrants immediately preceding the Closing as well as all TopCo Shares and TopCo Warrants and the names of the shareholders and the shareholder structure following the Closing of the Transaction. |
| 2. | Pegasus Waivers |
Pegasus will procure that Stefan Berger, Sir Ralf Speth and F. Jeremey Mistry submit to the Company waivers of their respective retention fee in the amount of USD 0.5 million (in words: zero point five million).
| 3. | Amdendment of Warranty Transfer Agreement |
In order to protect Christian Schmid and Anette Schmid, the shareholders of the Company (together, the "Transferees" and each a "Transferee") against further dilution in case of the issuance of new shares of TopCo to further investors following the listing of the shares of TopCo, Pegasus, TopCo, Merger Sub and Guarantor will procure that Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor" or the "Trasnferor"), will agree to amend the Warrant Transfer Agreement between the Sponsor and the Transferess with the effect that the Transferor, subject to the conditions of the Warrant Transfer Agreement, will transfer at the Closing in total 4,000,000 Transfer Warrants instead of only 2,000,000 Transfer Warrants to the Transferees, thereof 2,000,000 Transfer Warrants to Christian Schmid and 2,000,000 Transfer Warrants to Anette Schmid. The additional 2,000,000 Transfer Warrants shall be transferred to Christian Schmid and Anette Schmid only when the Deferred Costs are paid by the Company.
| 4. | Miscellaneous |
| 4.1 | Except for (i) clause 12.16, (ii) if provided for differently in this Agreement and (iii) if in contradiction to this Agreement, clause 12 of the Business Combination Agreement is referenced. |
| 4.2 | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transaction shall be governed by and construed in accordance with the Laws of the Germany without regard to the conflict of laws principles thereof. The exclusive place of jurisdiction for all disputes under or in connection with this Agreement is Stuttgart. |
[Signature pages follow]
Signature Page of Warranty Agreement
IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.
| PEGASUS DIGITAL MOBILITY ACQUISITION CORP. | ||
| By: | /s/ F. Jeremey Mistry | |
| Name: | ||
| Title: | ||
Signature Page of Warranty Agreement
| GEBR. SCHMID GMBH | ||
| By: | /s/ Christian Schmid | |
| Name: | Christian Schmid | |
| Title: | CEO | |
| By: | /s/ Anette Schmid | |
| Name: | Anette Schmid | |
| Title: |
Signature Page of Warranty Agreement
| PEGASUS MERGERSUB CORP. | ||
| By: | /s/ Dr. Stefan Berger | |
| Name: | ||
| Title: | ||
Signature Page of Warranty Agreement
| PEGASUS TOPCO B.V. | ||
| By: | /s/ Dr. Stefan Berger | |
| Name: | ||
| Title: | ||
Signature Page of Warranty Agreement
| Validus/StratCap, LLC | ||
| By: | /s/ Jim Condon | |
| Name: | Jim Condon | |
| Title: | Managing Partner | |
Exhibit 10.2
 |
CLIFFORD CHANCE
|
FIRST AMENDMENT TO WARRANT TRANSFER AGREEMENT
THIS FIRST AMENDMENT TO WARRANT TRANSFER AGREEMENT (this "Amendment"), dated as of April 28, 2024 between Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Transferor" or the "Sponsor"), and Christian Schmid and Anette Schmid, the shareholders of Gebr. Schmid GmbH (together, the "Transferees" and each a "Transferee"). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Warrant Transfer Agreement.
RECITALS
WHEREAS, (i) Gebr. Schmid GmbH, a German limited liability company, (ii) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), (iii) Pegasus MergerSub Corp., a Cayman Islands exempted company, and (iv) TopCo previously entered into a business combination agreement dated as of May 31, 2023, as amended from time to time (together, the "Business Combination Agreement").
WHEREAS, the Sponsor has on January 29, 2024 agreed to transfer 2,000,000 Warrants (the "Transfer Warrants") to the Transferees, in the amount of 1,000,000 Transfer Warrants to Christian Schmid and 1,000,000 Transfer Warrants to Anette Schmid as part of the consideration in relation to the business combination between Pegasus and Gebr. Schmid GmbH contemplated by the Business Combination Agreement.
NOW, THEREFORE, the parties, intending to amend the Warrant Transfer Agreement and be legally bound, agree as follows to replace Section 1 "Transfer":
Upon the closing of the business combination, as defined by the Business Combination Agreement, the Transferor shall transfer, deliver, and assign the Transfer Warrants to the Transferees, free and clear of all liens and encumbrances in the amount of 1,000,000 Transfer Warrants to Christian Schmid and 1,000,000 Transfer Warrants to Anette Schmid. The Transfer Warrants are subject to the transfer limitations set out in Section 2, but have no other limitations. The Transferor shall cause the transfer to be recorded in the warrant register of the Warrant Agent in accordance with the Warrant Agreement.
Upon the earlier of (a) the receipt of at least EUR 10 million in proceeds from a new loan to be entered into by Gebr. Schmid GmbH or SCHMID Group N.V. or another SCHMID Group company and (b) six (6) months after closing of the business combination, as defined by the Business Combination Agreement, the Transferor shall transfer, deliver, and assign the Transfer Warrants to the Transferees, free and clear of all liens and encumbrances in the amount of an additional 1,000,000 Transfer Warrants to Christian Schmid and an additional 1,000,000 Transfer Warrants to Anette Schmid. The Transfer Warrants are subject to the transfer limitations set out in Section 2, but have no other limitations. The Transferor shall cause the transfer to be recorded in the warrant register of the Warrant Agent in accordance with the Warrant Agreement.
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The terms, conditions and provisions of the Warrant Transfer Agreement, as amended by this Amendment, remain in full force and effect. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Party under the Warrant Transfer Agreement, nor constitute a waiver or amendment of any provision of the Warrant Transfer Agreement.
This Amendment may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement.
[remainder of page intentionally left blank]
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| Very truly yours, | |
| CHRISTIAN SCHMID | |
| ANETTE SCHMID | |
| PEGASUS DIGITAL MOBILITY SPONSOR LLC | |
[Signature Page to First Amendment to Warrant Transfer Agreement]
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Exhibit 10.3
Waiver of Closing Conditions to the Business Combination Agreement
April 29, 2024
Reference is made to that certain Business Combination Agreement, dated as of May 31, 2023 (as amended by that First Amendment to Business Combination Agreement dated as of September 26, 2023 and that Second Amendment to Business Combination Agreement dated as of January 29, 2024 and as it may be further amended from time to time, the “Business Combination Agreement”), by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Pegasus”), Gebr. Schmid GmbH, a German limited liability company (the “Company”), 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”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
Clause 10.1 (e) of the Business Combination Agreement provides that the consummation of the Business Combination is subject to the satisfaction or waiver by Pegasus and the Company of the condition that (i) the aggregate amount of cash held in the Trust Account and received from investors in connection with investments in TopCo shares shall be no less than an amount equal to $ 35,000,000, and (ii) that an aggregate amount of cash equal to at least $ 10,000,000 is raised through investments in TopCo shares and/or debt instruments with standard market terms and a maturity of at least three years (the "Minimum Cash Condition").
The Company and Pegasus hereby irrevocably waive the Minimum Cash Condition.
Further, the parties hereby announce and agree that all the conditions to closing under the Business Combination Agreement have been satisfied or waived.
Except as expressly provided for in this Waiver, the Business Combination Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect.
(Signature Pages Follows)
| PEGASUS DIGITAL MOBILITY ACQUISITION CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| GEBR. SCHMID GMBH | ||
| By: | ||
| Name: | ||
| Title: | ||
| By: | ||
| Name: | ||
| Title: | ||
| PEGASUS MERGERSUB CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| PEGASUS TOPCO B.V. | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Merger Agreement Waiver]
Exhibit 10.4
Pegasus Digital Mobility
Acquisition Corp.
Grand Cayman, Cayman Islands KY1-1106
April 28, 2024
EarlyBirdCapital, Inc.
366 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
Reference is made to that certain underwriting agreement (“Underwriting Agreement”), dated October 21, 2021, between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Company”), and Barclays Capital Inc., as representative of the Underwriters (as defined in the Underwriting Agreement) of which EarlyBirdCapital, Inc. (“EBC”) was one, as well as the Letter Agreement between the Company and EBC dated August 8, 2023 (the "Letter Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Letter Agreement.
EBC and the Company hereby agree to amend the Letter Agreement so that upon the consummation of the Business Combination (the “Closing”), the Company shall pay to EBC the following:
| (a) | $500,000 in cash from the Trust Account as the Deferred Discount; |
| (b) | $150,000 in cash from the Trust Account as the Expense Reimbursement; |
| (c) | $462,259 in cash from the Trust Account resulting from the non-redemption agreement entered into by EBC; and |
| (d) | $848,991 through the issuance of a promissory note by VALIDUS/STRATCAP, LLC to EBC. |
If the foregoing is accurate, please confirm your agreement by countersigning this letter.
| PEGASUS DIGITAL MOBILITY ACQUISITION CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| PEGASUS TOPCO B.V. | ||
| By: | ||
| Name: | ||
| Title: | ||
| ACCEPTED AND AGREED EARLYBIRDCAPITAL, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.5
PEGASUS DIGITAL MOBILITY ACQUISITION CORP.
PEGASUS DIGITAL MOBILITY SPONSOR LLC
PEGASUS TOPCO B.V.
_______________________________________________________________
AGREEMENT TO REMOVE THE LOCK-UP FROM CERTAIN CLASS B SHARES This Agreement on the Removal of the Lock-up from certain Class B shares (the "Agreement") is made and entered into as of 29 April 2024
_______________________________________________________________
BY AND AMONG
| (1) | Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), |
| (2) | Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), and |
| (3) | Pegasus TopCo B.V., a Dutch private limited liability company ("TopCo"). |
RECITALS
WHEREAS, Pegasus, Schmid, and TopCo are parties to a Business Combination Agreement dated May 31, 2023 amended by the First Amendment to Business Combination Agreement dated September 26, 2023 and further amended by the Second Amendment to Business Combination Agreement dated January 29, 2024 (together, the "BCA"), pursuant to which, among other things, TopCo will become a publicly listed company and the shareholders of Pegasus and the shareholders of Schmid will become shareholders of TopCo through a series of transactions (the "Business Combination");
WHEREAS, Pegasus, certain insiders and the Sponsor are parties to a letter agreement dated October 21, 2021 (the "Insider Letter"), pursuant to which, among other things, the Transfer (as defined in the Insider Letter) of Class B ordinary shares of Pegasus (the "Pegasus Class B Shares") is restricted and Lock-Up Periods (as defined in the Insider Letter) are imposed on the holders of such Pegasus Class B Shares;
WHEREAS, certain IPO anchor investors as set out in the F-4 registration statement filed by TopCo as amended and declared effective on March 28, 2024 (the "Anchor Investors") holding 1,375,000 Pegasus Class B Shares are subject to the lock-up.
NOW, THEREFORE, the Parties hereto agree as follows:
| 1. | To allow for the freefloat of shares after the Business Combination to increase, the 1,375,000 Pegasus Class B Shares held by Anchor Investors, Pegasus and TopCo hereby agree to lift and waive any restrictions on the Transfer of or Lock-Up Periods applying to these 1,375,000 Pegasus Class B Shares as set forth in, inter alia, Sections 3, 7 (a) and 7 (c) of the Insider Letter and Sections 3 and 5 of the Sponsor Agreement. |
| 2. | The terms, conditions and provisions of the BCA, the Insider Letter and the Sponsor Agreement, as amended by this Agreement, remain in full force and effect. |
| 3. | This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transactions shall be governed by and construed in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. Any proceeding or actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court therefrom) 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. For the avoidance of doubt, any matters not provided for under this Section will be governed by Section 12 of the BCA. |
| 4. | This Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement. |
| PEGASUS DIGITAL MOBILITY ACQUISITION CORP. | ||
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| PEGASUS DIGITAL MOBILITY SPONSOR LLC | ||
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PEGASUS TOPCO B.V. |
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