Pegasus Digital Mobility Acquisition Corp.

04/30/2024 | Press release | Distributed by Public on 04/30/2024 04:04

Material Event - Form 8-K

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.