Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the
"Company"), a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganisation or similar business combination with one
or more businesses or assets (a "Business Combination"), announced
that its board of directors (the "Board") has approved the further
extension of the period of time the Company has to consummate a
Business Combination, in accordance with Article 54.9 of the
Company’s second amended and restated memorandum and articles of
association (the "Articles"), until December 31, 2023 (the "Third
Extension”). The Company intends to utilize the further time
available to it until December 31, 2023 to consummate its proposed
Business Combination with Gebr. SCHMID GmbH.
The Company further announced that its sponsor, Pegasus Digital
Mobility Sponsor LLC, a Cayman Islands limited liability company
(the "Sponsor") has voluntarily committed to make a monthly
contribution into the Company's trust account (the "Trust Account")
commencing on August 1, 2023 and paid on the first day of each
month thereafter until the earliest of (i) the date on which the
Company consummates a Business Combination or (ii) December 31,
2023. The monthly contribution shall be equal to $0.03 (three U.S.
cents) per Public Share (as defined below) then outstanding. The
contribution amount shall be made available and paid on a monthly
basis after the issuance of a non-convertible unsecured promissory
note from the Company to the Sponsor in connection therewith.
Should the Company's Board determine that it will not be able to
consummate the initial Business Combination by December 31, 2023
and that the Company shall instead liquidate, the Sponsor's
obligation to continue to make such contributions shall immediately
cease. If the Board determines that more time is needed to
consummate the initial Business Combination, a shareholders' vote
in an extraordinary general meeting will be required to change the
Articles of the Company.
As previously indicated in the definitive proxy statement
distributed to shareholders and filed with the SEC on March 29,
2023 in connection with the extraordinary general meeting held on
April 19, 2023 (the "EGM"), in accordance with Article 54.10 of the
Articles, holders of the Company’s Class A ordinary shares, par
value $0.0001 per share issued in the Company's initial public
offering (the "Public Shares" and the holders of such Public
Shares, the "Public Shareholders") have the opportunity to redeem
their Public Shares for a per-share price, payable in cash, as
calculated by Continental Stock Transfer & Trust Company
("Continental") and equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held
in the Trust Account not previously released to the Company to pay
its taxes, divided by the number of then outstanding Public Shares,
on the third extension date of July 26, 2023 (the "Third Extension
Date"). Pursuant to the Articles, the Company may not redeem Public
Shares in an amount that would cause the Company’s net tangible
assets to be less than $5,000,001 following such redemption, which
condition may not be waived by the Company's board of
directors.
Public Shareholders may elect to redeem all or a portion of
their Public Shares. For the avoidance of doubt, Public
Shareholders who choose to redeem in July 2023 will not be entitled
to any further amounts deposited by the Sponsor into the Trust
Account in respect to any redeemed Public Shares. Any Public
Shareholders who do not redeem all of their Public Shares in
connection with the Third Extension will retain the right to vote
on the Business Combination when and if it is submitted to
shareholders (as long as they are a shareholder on the applicable
record date) and will have a right to redeem any remaining Public
Shares at such time in accordance with the Articles.
Based upon the amount held in the Trust Account following
redemptions in connection with the EGM, the deposit by the Sponsor
following the second extension and estimated interest income and
taxes, the Company estimates that the per-share price at which
Public Shares may be redeemed from cash held in the Trust Account
would be approximately $10.72 on July 26, 2023. The closing price
of Public Shares on July 13, 2023 was $10.70. The Company cannot
assure shareholders that they will be able to sell their Public
Shares in the open market, even if the market price per share is
higher than the redemption price stated above, as there may not be
sufficient liquidity in its securities when such shareholders wish
to sell their shares. The Company expects that the proceeds held in
the Trust Account will continue to be invested in United States
government treasury bills with a maturity of 185 days or less or in
money market funds investing solely in U.S. Treasuries and meeting
certain conditions under Rule 2a-7 under the Investment Company Act
of 1940, as amended, as determined by the Company, or in an
interest bearing demand deposit account until the earlier of: (i)
the completion of its initial business combination and (ii) the
distribution of the Trust Account.
Eligible shareholders who wish to redeem their Public Shares
should refer to the previously published proxy statement, which
includes the Articles, for further information. Any Public
Shareholders wishing to exercise this redemption right in
connection with the Third Extension and tender their Public Shares
for redemption must:
(i)
(a) hold Public Shares or (b) hold Public
Shares as part of the combined units offered in the Company’s IPO,
which each consisted of one Public Share and one-half of one
redeemable warrant (the "Public Warrants" and together with the
Public Shares, the "Units") and elect to separate such Units into
the underlying Public Shares and Public Warrants prior to
exercising your redemption rights with respect to the Public
Shares; and
(ii)
prior to 5:00 p.m.,
Eastern Time, on July 26, 2023, (a) submit a written request
to Continental at spacredemptions@continentalstock.com, the
Company’s transfer agent, that the Company redeem your Public
Shares for cash and (b) deliver your Public Shares to Continental,
the Company's transfer agent, physically or electronically through
The Depository Trust Company ("DTC"). The Company also requests
that any requests for redemption include the identity as to the
beneficial owner making such request, including such beneficial
owner’s legal name, phone number, and address.
Holders of Units must elect to separate the underlying Public
Shares and Public Warrants prior to exercising redemption rights
with respect to the Public Shares. If holders hold their Units in
an account at a brokerage firm or bank, holders must notify their
broker or bank that they elect to separate the Units into the
underlying Public Shares and Public Warrants, or if a holder holds
Units registered in its, his or her own name, the holder must
contact Continental, the Company's transfer agent, directly and
instruct it to do so.
Through DTC's DWAC (Deposit Withdrawal At Custodian) system,
this electronic delivery process can be accomplished by the
shareholder, whether or not it is a record holder or its shares are
held in "street name," by contacting the transfer agent or its
broker and requesting delivery of its shares through the DWAC
system. Delivering shares physically may take significantly longer.
In order to obtain a physical share certificate, a shareholder’s
broker and/or clearing broker, DTC, and the Company's transfer
agent will need to act together to facilitate this request. It is
the Company’s understanding that shareholders should generally
allot at least two weeks to obtain physical certificates from the
transfer agent. The Company does not have any control over this
process or over the brokers or The Depository Trust Company.
Shareholders who request physical share certificates and wish to
redeem may be unable to meet the deadline for tendering their
shares before exercising their redemption rights and thus will be
unable to redeem their shares.
There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or
delivering them through The Depository Trust Company's 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.
The Public Shares of any holders who validly exercise their
redemption rights will cease to be outstanding on the Third
Extension Date and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Company's
Trust Account as outlined above and within the Articles. You
will have no right to participate in, or have any interest in, the
future growth of the Company, if any. You will be entitled to
receive cash for your Public Shares only if you properly and timely
demand redemption. Each Public Shareholder wishing to redeem is
urged to consult its own tax advisor with respect to the particular
tax consequences to such investor of exercising the redemption
rights with respect to the Public Shares, including the
applicability and effect of U.S. federal, state, local and non-U.S.
tax laws.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains statements that constitute
"forward-looking statements" within the meaning of the safe harbor
provisions of the United States Private Securities Litigation
Reform Act of 1995. All statements other than statements of
historical fact included in this press release are forward-looking
statements. Forward-looking statements involve predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to certain risks and uncertainties, including but not
limited to:
- the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business
Combination;
- the outcome of any legal proceedings that may be instituted
against the Company, the SCHMID Group, the combined company or
others following the announcement of the Business Combination and
any definitive agreements with respect thereto;
- the inability to complete the Business Combination due to the
failure to obtain approval of the shareholders of the Company or to
satisfy other conditions to closing;
- changes to the proposed structure of the Business Combination
that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval
of the Business Combination;
- the ability to meet stock exchange listing standards following
the consummation of the Business Combination;
- the risk that the Business Combination disrupts current plans
and operations of the Company or the SCHMID Group as a result of
the announcement and consummation of the Business Combination;
- the ability to recognise the anticipated benefits of the
Business Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees;
- costs related to the Business Combination;
- changes in applicable laws or regulations and delays in
obtaining, adverse conditions contained in, or the inability to
obtain regulatory approvals required to complete the Business
Combination;
- the possibility that the Company, the SCHMID Group or the
combined company may be adversely affected by other economic,
business, and/or competitive factors;
- the estimates of expenses and profitability and underlying
assumptions with respect to stockholder redemptions and purchase
price and other adjustments; and
- other risks and uncertainties set forth in the section entitled
"Risk Factors" in the Company's prospectus on Form S-1 approved by
the SEC.
The foregoing list of factors is not exhaustive. The
forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and the SCHMID Group and the Company assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Copies of the Company's registration
statement are available on the SEC’s website, www.sec.gov.
Additional Information and Where to Find It
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ
ANY DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THE
COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of any documents (including any amendments or supplements thereto)
filed with the SEC through the website maintained by the SEC at
www.sec.gov or by directing a request to:
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version on businesswire.com: https://www.businesswire.com/news/home/20230714662219/en/
Pegasus Contact Information Investor Relations
investor-relations@pegasusdm.com
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