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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 14, 2023
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.
On
July 14, 2023, the Company issued a press release announcing
that its board of directors, in accordance with Article 54.9 of the Company's second amended and restated memorandum and articles
of association, had approved the further extension of the period of time the Company has to consummate a business combination until December 31,
2023. 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 "SCHMID Group").
As
previously indicated in the definitive proxy statement distributed to shareholders and filed with the SEC on March 29, 2023, and
in accordance with Article 54.10 of the Company's second amended and restated memorandum and articles of association, 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 cash for a pro-rata share of the funds held in the Company's trust account on the third extension date of July 26,
2023 (the "Third Extension Date"). Public Shareholders who wish to redeem their Public Shares should refer to the previously
published proxy statement, which includes the second amended and restated articles of association of the Company, for further information
and follow the procedures outlined in the press release included as an exhibit hereto, including providing written notice of their election
to redeem their Public Shares prior to 5:00 p.m., Eastern Time, on July 26, 2023 to Continental Stock Transfer & Trust Company
at spacredemptions@continentalstock.com.
The Company further announced that its Sponsor
has voluntarily committed to make a monthly contribution to the Company's 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 then outstanding.
The Company further announced the publication
of a presentation prepared by the SCHMID Group in connection with a possible business combination.
A copy of the press release and the investor presentation is attached
to this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by
reference.
Forward-Looking Statements
This Current Report on Form 8-K includes "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 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.
Item 9.01 |
Financial Statements and Exhibits |
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: July 14, 2023 |
Pegasus
Digital Mobility Acquisition Corp. |
|
|
|
|
By: |
/s/
F. Jeremey Mistry |
|
Name: |
F. Jeremey
Mistry |
|
Title: |
Chief Financial Officer |
EXHIBIT 99.1
PEGASUS DIGITAL MOBILITY ACQUISITION CORP. ANNOUNCES
THIRD EXTENSION AND FURTHER VOLUNTARY PAYMENTS INTO TRUST ACCOUNT
Greenwich, CT, July 14, 2023 – 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:
Pegasus Contact Information
Investor Relations
investor-relations@pegasusdm.com
Exhibit 99.2

| Investor Presentation
July 2023
1 |

| DISCLAIMER
2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This presentation (together with any oral statements made in connection herewith, the “Presentation”) is exclusively for the benefit and internal use of the recipient and solely as a preliminary basis for discussion. This Presentation has been prepared to assist interested parties in making
their own evaluation with respect to a potential business combination between Pegasus Digital Mobility Corporation, a Cayman Islands exempted company (“Pegasus”) and Gebr. Schmid GmbH, a German limited liability company (together with its consolidated subsidiaries, the “Company”,
the “Group” or the “SCHMID Group”) and related transactions (the “Business Combination”) and for no other purpose.
This Presentation does not purport to be comprehensive or all-inclusive and is for information purposes only and is being delivered for the sole purpose of assisting recipients in determining whether to proceed with a further investigation of the proposed Business Combination. It does not
purport to contain all of the information that may be required to make a full analysis of the SCHMID Group or the Business Combination. This Presentation is based on information which have not been independently verified or audited. Any estimates and projections contained herein
involve significant elements of subjective judgment and analysis, which may or may not be correct, to the fullest extent permitted by law, in no circumstances will Pegasus and the SCHMID Group, or any of their respective subsidiaries, stockholders, affiliates, representatives, partners,
directors, officers, employees, advisers or agents, provide any guarantee, representation or warranty (express or implied) or assume any responsibility with respect to the authenticity, origin, validity, accuracy or completeness of the information and data contained herein or assumes any
obligation for damages, losses or costs (including, without limitation, any direct or consequential losses) or losses of profit resulting from any errors or omissions in this Presentation, reliance on the information contained within it, or on opinions communicated in relation thereto or
otherwise arising in connection therewith. Changes and events occurring after the date hereof may, therefore, affect the validity of the information, data and /or conclusions contained in this Presentation and neither the SCHMID Group nor Pegasus assume any obligation to update and /
or revise this Presentation or the information and data upon which it has been based. You should not consider any information in this Presentation to be legal, investment, business, tax or accounting advice or a recommendation. You should consult your own attorney, accountant,
business advisor, financial advisor and tax advisor for legal, investment, business, tax and accounting advice regarding any of the proposed transactions presented in or in connection with this Presentation. By accepting this Presentation, you confirm that you are not relying upon the
information contained herein to make any decision.
The distribution of this Presentation in certain jurisdictions may be restricted by law and, accordingly, recipients of this Presentation represent that they are able to receive this Presentation without contravention of any unfulfilled registration requirements or other legal restrictions in the
jurisdiction in which they reside or conduct business.
Forward-LookingStatements
This Presentation contains certain forward-looking statements with respect to the proposed Business Combination, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by the SCHMID Group and the markets in which it
operates, and the SCHMID Group’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,
” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. 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 risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking statements in this Presentation, including but not limited to those outlined in the press release published by Pegasus on July 10, 2023 and filed with the SEC under the heading “Cautionary Statement Regarding Forward-Looking Information”.
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 Pegasus 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, nor do they give any assurance that either the SCHMID Group or Pegasus will achieve their expectations.
Preliminary Financial Information
The Presentation includes preliminary financial information and financial information prepared in accordance with German GAAP. Such information has not been prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards
Board (“IFRS”). Audited IFRS financial statements are in process of being prepared and will be included in the registration statement expected to be filed with the SEC on Form F-4 in relation to the proposed business combination between Pegasus and the Company. Such audited figures may
materially differ from the financial information presented herein.
In addition, this Presentation includes certain financial metrics such as EBITDA which are neither defined under German GAAP nor under IFRS. These measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS
and should not be considered as an alternative to net income, operating income or any other performance measures. The SCHMID Group and Pegasus believe that these additional financial metrics (including on a forward-looking basis) provide useful supplemental information about the
Group.
A reconciliation of the information provided is unavailable without unreasonable efforts as they exclude items which are unavailable on a prospective basis and the conversion of our financial information and audit under IFRS is ongoing. Such information, estimates and ambitions are calculated in a
manner that is consistent with the accounting policies applied by us in preparing our financial statements under German GAAP.
Use of Projections
Any financial information in this Presentation (including specifically the projections) that are forward-looking statements are based on estimates and assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the SCHMID Group’s and
Pegasus’s control. Such information and projections are necessarily speculative and involve increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain
and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. All subsequent written and oral forward-looking statements concerning the SCHMID Group
and Pegasus, the proposed Business Combination or other matters and attributable to the SCHMID Group and Pegasus or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. The information contained in this Presentation is
provided as of the date of this Presentation and is subject to change without notice. |

| DISCLAIMER
3
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
Trademarks
Pegasus and SCHMID Group own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation may also contain trademarks, service marks, trade names and copyrights of other companies,
which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with SCHMID Group or Pegasus, or an endorsement or sponsorship by or of SCHMID
Group or Pegasus. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but such references are not intended to indicate, in any way, that Pegasus or SCHMID Group will not
assert, to the fullest extent under applicable law, their rights or the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
Industryand Market Data
In addition, this Presentation includes certain data and other information from third-party sources. While the SCHMID Group and Pegasus believe that these sources are reliable, neither the SCHMID Group nor Pegasus nor any of their advisers has independently verified the data
contained therein. Accordingly, undue reliance should not be placed on any of the third-party statistics, data and other information contained in the Presentation. All information not separately sourced is from the SCHMID Group’s and Pegasus’s data and estimates.
No Offer or Solicitation
This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
ThePresentation and the information contained herein are not an offer of securities for sale in the United States. Any securities described herein have not been and will not be registered under the under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act.
This presentation and its contents have not been approved by the UK Financial Conduct Authority or an authorized person (as defined in the Financial Services and Markets Act 2000 (the "FSMA")) for distribution. This presentation is only being distributed to and is only directed to (i)
persons outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth entities, and other persons to whom it may be lawfully communicated, falling
within Article 49(2) (a) to (d) of the Order; and (iv) any other person to whom it may otherwise lawfully be made in accordance with the Order (all such persons being referred to as "relevant persons"). Any investment activity to which this communication may relate is only available to, and
any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this presentation or any of its contents. The recipients of this presentation should not engage in any
behavior in relation to qualifying investments or related investments (as defined in the FSMA and the Code of Market Conduct made pursuant to FSMA) which would or might amount to market abuse for the purposes of FSMA.
In member states of the European Economic Area ("EEA"), the Presentation is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129. The Presentation must not be acted on or relied on in any member state of the EEA by persons who are not
qualified investors. Any investment or investment activity to which the Presentation relates is available only to qualified investors in any member state of the EEA.
UK MiFIR professionals/ECPs only eligible counterparties and professional clients only (all distribution channels).
MiFID II professionals/ECPs only eligible counterparties and professional clients (all distribution channels).
Additional Information
In connection with the proposed Business Combination, Pegasus TopCo B.V. is expected to file with the SEC a registration statement on Form F-4 containing a preliminary proxy statement of Pegasus and a preliminary prospectus and, after the registration statement is declared
effective, Pegasus will file a definitive proxy statement and definitive prospectus relating to the proposed Business Combination and will mail such definitive proxy statement/prospectus and other relevant materials to its shareholders. This Presentation 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. Pegasus’s shareholders and other interested persons are advised
to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information
about SCHMID Group, Pegasus TopCo B.V., Pegasus and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Pegasus as of a record date to
be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement, prospectus and other documents filed with the SEC, without charge, once available, at the
SEC’s website at www.sec.gov, or by directing a request to:
investor-relations@pegasusdm.com |

| 1864
Founded
in Germany
5
th
Generation Family-Owned & Managed
~800
Employees
~150
Scientists
& Engineers
2
Production Facilities in
Germany & China
31%
2023E EBITDA Margin2
32,000
Sq. Ft. Lab &
Prototyping Facility
5
Global Sales & Service
Centers
3
Joint Venture Facilites
37%
2022A-2023E Revenue Growth Est.2
1960s
Began Serving
Electronics Industry
€5Bn
2022A Total Addressable Market1
SCHMID AT A GLANCE
4
1) Total Addressable Market (“TAM”) reflects Total PCB Equipment TAM of €4.7 billion in 2022A. See page 15 for additional information.
2) Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. Financial information presented here reflects German GAAP figures. See page 16 and “Preliminary Financial Information” in Disclaimer for additional information. |

| SCHMID & PEGASUS: JOINT FORCES FOR SUCCESS
− CEO & Chairman SCHMID Group joined 1998
− CEO of SCHMID Group since 2000
− Board positions at Schweizer Electronic AG, a
stock listed company
− China trade award and the first German
Chairman of a stock-listed company in Taiwan
Dipl. Wirtsch-Ing. (FH)
Helmut Rauch
− COO SCHMID Group joined 1994
− COO of SCHMID Group since 1997
− SAP introduction in 1996
− Build up China entity in 2003 (100% ownership)
Prof. Dr. Sir Ralf Speth FRS
FREng KBE
− Chief Executive Officer and Chairman
− 40+ years experience
− Member of the BoD of Tata Sons
− Non-executive director and vice-chairman of
the board of Jaguar-Land Rover, former
SCHMID Leadership Team Pegasus Team
Dipl. –Kffr. Julia Natterer
− CFO SCHMID Group joined 2021
− 2010 – 2020 Director Finance &
Controlling at SUESS MicroTec SE,
− Former Certified Public Accountant
(CPA) and Tax Advisor at KPMG
Laurent Nicolet
− Vice President Electronics joined 2006
− 2000 – 2006 CTO Multek (USA, DE, China)
− 1988 – 2000: CTO of Cicorel, PCB manufacturing
in Switzerland
− 1982 – 1988: CTO of Seprolec, PCB
manufacturing
Dr. Christian Buchner
− Vice President Photovoltaics joined 2004
− 2004 – 2009 CEO of SCHMID Technologies
Niedereschach
− 1996 – 2004 CEO of Heidelberg Instruments
Dr. Stefan Berger
− Chief Investment Officer
− 15+ years experience
− Former Director of Electrification at Jaguar-Land Rover
− Served as Vice President to the Chairman’s
Office at Tata Sons
Dipl.Ing. (FH) Thomas
Widmann
− Vice President R&D and Engineering joined 1999
− 1999 – 2020: Vice President Electrical Engineering
− 1998 – 1999: Software developer at HOMAG
− 1992 – 1998: Software developer at ARBURG
F. Jeremey Mistry
− Chief Financial Officer
− 20+ years experience
− Co-Founder, Pali Hill Capital Management
(venture capital & advisory)
− Former Head of Industrials/ Automotive
sector investment banking, Morgan Stanley
(India)
Dipl. Wirtsch-Ing. (FH)
Christian Schmid
5 |

| INVESTMENT HIGHLIGHTS
Manufacturing higher spec
devices, cost efficiently in a
more environmentally friendly
manner while shortening global
supply chains
Public Listing
SCHMID
Solutions
Well-positioned
Strong
Financials
Compelling
Valuation
New ET (Embedded Trace)
process and production lines
deliver a complete solution
37% 2022A – 2023E
Revenue Growth Est.1
31% 2023E EBITDA
Margins1
Free Cash Flow Positive
15x 2023E EBITDA1 vs.
average comps at 19x2
SCHMID expects to outpace
strong industry growth given
the increasing penetration of
its next gen technology and
a close cooperation with
industry-leading OEMs
Validation as public company facilitates the pursuit of larger scale deployments with its blue-chip, global customers
Proceeds to fund working capital and growth, but not required to hit current business plan
Key Industry
Challenge
SCHMID is a global supplier of proprietary, industry-leading capital equipment, software and services to Printed Circuit
Board (PCB) manufacturers with a focus on panel level packaging – SCHMID also provides cutting edge
technology equipment to the photovoltaics and glass industries
6
1) Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. Financial information presented here reflects German GAAP figures. See page 16 and “Preliminary Financial Information” in Disclaimer for additional information.
2) See page 20 and 21 for additional information on valuation. |

| Connectivity & IoT
- Increased data volumes need
to be transmitted, stored and
processed
- Explosive growth of connected
devices and continued
miniaturization
Carbon Neutrality
- Energy & water consumption of
manufacturing processes and
eco footprint of end products of
increasing importance
- Green production facilitates
manufacturing in the US,
Europe and South-East Asia
AI
- The expected broad and rapid
adoption of AI accelerates
growth in required computing
power
- End of Moore’s Law drives
need for novel semiconductor
packaging solutions
Mobility Solutions
- Automobiles are evolving into
servers on 4 wheels
- Electric Vehicles (EV) &
autonomous driving require
high-power applications as well
as highly reliable radar &
sensor application
Demand for PCBs with Higher Density, Higher Frequencies and New Materials
Requiring New Production Technologies
MARKET GROWTH: DRIVEN BY GLOBAL MEGATRENDS
7 |

| Flexible PV for Car Roofs (Solar Cell & Thin Film)
Radar Systems for Autonomous Driving (High Frequency Applications)
Interior Design (Metal Etching)
PV for Charging Situation (Solar Cell & Module)
Display (Anti-Glare)
Communication 5G (Packaging + HDI)
EV-Battery (Nano Silicon Anode Material)
Processor (Packaging)
LED Lighting (Etching Thick Copper)
High-Power Solutions (Etching Thick Copper)
VRB for Stationary Energy Storage (Full Battery Know How)
ILLUSTRATIVE EV END MARKET APPLICATIONS
8 |

| GO-TO-MARKET
Long-standing, strong
customer relationships,
including partnerships with
customers’ customers,
driving demand pull
Proven track record in
delivering disruptive
technology solutions for
OEMs, creating competitive
moats
Technology
Center
Modular
Approach
High Touch
Service
Responsible
Partner
Early technology insights
gained through customer
relationships
Development accelerated
through cooperative network
of industry partners and
research institutes
Fast transfer from R&D to
industrial application, and
ramp to high volume
manufacturing
Capture high-margin
licensing revenues
Unique modular approach to
design and manufacturing
reduces lead times,
improves reliability, lowers
costs, while maintaining a
high level of customization
for customers
SCHMID products benefit
volume manufacturers as a
single line can easily be
used to produce a variety of
products
Our success is based on the
knowledge and commitment
of our employees, together
we stand for “We are
SCHMID”
Global network delivers
proximity to customers
Partnership with all
stakeholders
R&D geared towards helping
our customers achieve their
CO2 neutrality targets
Customer & OEM
Relationships
9 |

| − Narrower line widths, increased numbers of I/Os, higher
aspect ratios, new materials all at acceptable costs and yields
− Improved supply security and shorter lead times through near
shoring
− Achievement of CO2
reduction goals and greener
manufacturing as demanded by end customers
SOLVING CUSTOMER REQUIREMENTS
NEEDS...…
PROBLEM...…
− Current manufacturing techniques are hitting limitations to
further miniaturization, increased complexity, and more
advanced physical properties
SOLUTION...…
− SCHMID’s new ET technology unlocks this roadmap
Illustrative OEMs
Illustrative Volume Manufacturers
1 0
Roadmap Advanced packaging Industry / minimum
values high volume manufacturing (HVM)
Pathway 1D to 3D Semiconductor Packaging |

| Conventional ET Board
Traditional mSAP and SAP Manufacturing Processes Explained:
Traces are built on an insulator and are connected through conventical holes
& Blind Vias (BV) that are laser drilled from layer to layer
The next layer is then laminated by heat and pressure to the sensitive copper
traces
This technology is too imprecise to deliver next generation technology specs
at acceptable yields
New ET Process Turns Production Process on its Head:
Traces are first embedded in the isolator material and then filled with copper
in the already etched embedded structure using a proprietary and highly
protected process
ET is a fully additive process with parallel plasma processing providing
significant advantage in technology capabilities, cost and green production
metrics
ET’s flexibility unlocks the ability to design completely new types of 3D
structures
Next generation greenfield equipment
which can also be used to upgrade existing
mSAP & SAP deployments
A new way to build up substrates & HDI+
boards while enabling new features
A green, new cluster tool fab with
semiconductor-style intralogistics
integrated for global, urban locations
EMBEDDED TRACE (ET)
Embedded Trace: A Fully Integrated Equipment and Process Solution
1 1 |

| Coreless & Core build up.
Single & double-sided build up.
Optimized glass substrates
Optimized process for next
generation of high-performance
materials
Full 3D build up capabilities for
substrates
Replacing round holes with
3D connections, increasing
amounts of copper for better
thermal management
New parallel plasma processes
replacing laser drilling of BV
High-frequency optimized with
reduced roughness and
increased adhesion of
layer stacks
Increased production yield with reduced facility requirements
ET improves return on customers’ investment by allowing manufacture of boards
from HDI+ to substrate on the same equipment
Next generation of 3D packaging solution covering also AI and Photonics applications
Design 10/10 traditional
Design 10/10 ET
ENABLING
TECH BENEFITS OF EMBEDDED TRACE
1 2 |

| ECO BENEFITS OF EMBEDDED TRACE
~30%1 Reduction
in CO2 emissions
~70%1 Reduction
in water consumption
~40%1 Reduction
in chemicals consumed
~30%1 Reduction
in energy required
Urban Fabs
can be located in Europe, the US and SE Asia by meeting environmental standards
Greener PCB & Substrates
help deliver lower carbon footprint to meet end-customer demand
Total Cost of Ownership
advantage over current processes
ENABLING
Apple Committed to Carbon Neutrality by 20302
As PCB and substrate manufacture are today‘s second largest
carbon contributor, ET is a key enabling technology for
Apple to meet its goal
1 3
1) Environmental benefits of SCHMID’s enhanced production process for ET based on company estimates for illustrative customer deployments. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ.
2) Source: Apple 2023 Environmental Progress Report. |

| TYPICAL FAB SCHEMATIC
Drives massive penetration
opportunity for SCHMID:
From 30%1 of the equipment
capex spending in traditional fab
to over 90%1
in an ET fab
ET
Replacing Laser Processing
Wetprocess
Infinity C+ Line
Infinity V+ Line
Infinity P+ Line
Vacuum
PlasmaLine
Automation
InfinityLine A+
ALamination
BF
Sputtering Cu
Layer
Resist
Lamination Exposure
Etching Cu
hole
Deep etch
holes
Resist
lamination
Developing
Developing &
flash etch
Deep etching
(hole & tranche)
Seed layer
sputtering
Exposure
Traces & via
filling Planarization
CMP
1 4
CMP
1) Penetration opportunity for SCHMID based on company estimates. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. |

| Focus
mSAP/SAP Subtractive ET
ROBUST CAPITAL EQUIPMENT MARKET OUTLOOK
1 5
High-End PCB Equipment Serviceable Addressable Market (€m)1
2019A-2022A
CAGR
2022A-2026E
CAGR
103% 159%
29% 21%
18% 10%
ET:
Subtractive
mSAP/SAP
24% 38%
Total
2019A 2020A 2021A 2022A 2023E 2024E 2025E 2026E
€172 €198
€282
€327
€385
€649
€919
€1,196
1) Illustrative Total PCB Equipment 2022A TAM Mix and High-End PCB Equipment Serviceable Addressable Market per Company’s estimates using third-party data from a leading international consultancy firm. Detailed commercial due diligence report performed by this third-party consultancy firm is
available upon request.
2) Capital equipment investment based on Company estimates. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ.
− ET technology is expected to gain significant share of the
high-end PCB & Substrate market
− Leading OEMs as biggest PCB and Substrate users are
likely to push their suppliers into significant capital
investments in ET
− Factory capacity to support anticipated demand growth of
500,000 panels per year (with 6 ET layers) will require an
approximate €450 million investment in capital equipment2
− Anticipated new greenfield projects will be increasingly
located outside of China to reduce supply chain risks
21% 22%
56% 15%
78%
40%
17%
4%
36%
11%
TAM Intermediary SAM
€4,733 €1,686 €327
Commodity
Multilayer
Flex
HDI
Package
Substrates High-end
Mainstream ET
mSAP / SAP
Subtractive
Total PCB Equipment 2022A TAM Mix (€m)1 |

| Revenue (€m)1
FINANCIALS UNDERPINNED BY PROFITABLE GROWTH
1 6
EBITDA (€m)1
€26 €43
1) Financial information presented here reflects German GAAP figures. See “Preliminary Financial Information” in Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ.
€106
€24
€9
€79 €16
€6
2022A 2023E 2022A 2023E
EBITDA
Margin 26% 31%
Electronics Customer Service Paid R&D
2022A-2023E 37%
Growth |

| − Substantial order book supports sustainable growth
momentum for 2023 and beyond
− Approximately 60% Equipment Revenue covered by
order backlog at year-end 2022
− Growing share of R&D services already on order book at
year-end for 2023 and 2024
− Recurring customer service on larger installed base
STRONG ORDER BOOK DRIVES FINANCIAL VISIBILITY
1 7
€79
Million
Order Book1
Strong
1H 2023A
Performance
High
2023E
Visibility
Robust
2023E
Year-End
Balance Sheet
Forward
2024E+
Momentum
1) Customer orderbook as of year-end 2022. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. |

| Strong Balance Sheet
- Ample liquidity at year-end 2023E, comprising of approximately €40
million in cash and cash-like equivalents, to support sustainable
near-term growth
- Robust 2023E year-end net debt of approximately €13 million,
reflects strong balance sheet with investment-grade ratios
Strategic Priorities
- Focused CapEx
- Investments in digitization and software
- Value preserving investments in plant
- R&D focused on ET and optimized tool development in support of ET
- Strategic M&A
- Data Collection / Interfaces
- Expanding partnerships
- Automation solutions
SUSTAINABLE CASH GENERATION FUNDS GROWTH
1 8
Free Cash Flow (€m)1
1) Financial information presented here reflects German GAAP figures. See “Preliminary Financial Information” in Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ.
€10 €24
2022A 2023E |

| − Strategic acquisitions aligned with our technology focus
on software for advanced connectivity and high-end
automation
− Increasing ET penetration displacing mSAP and SAP
− Service revenue expected to increase proportionally with
growing installed base
− Organic growth driven by focused product portfolio
expansion and increasing penetration of high-end PCB
and organic substrate market
− Continued technology leadership through ongoing product
development
2022A 2023E
Equipment Customer Service Innovations M&A
LONG-TERM INVESTMENT STRATEGY
1 9
Illustrative Long-Term Revenue Growth Initiatives1
Long-Term Plan
1) Illustrative Long-Term Revenue Growth Initiatives schematic reflects high level indicative view of revenue potential from various long-term strategies (schematic not drawn to scale). Estimates and assumptions are based on currently available information and expectations of management,
actual results may differ. |

| TRANSACTION SUMMARY
Transaction values SCHMID at a pre-money enterprise value of USD $640 million and pro forma enterprise value
of USD $739 million, implying 15x pro forma enterprise value / 2023E EBITDA
Pro Forma Valuation (USD $m) Sources (USD $m)
Uses (USD $m)
Rollover SCHMID Equity5 $613
Rollover SCHMID Net Debt 48
Cash Held in Pegasus Trust Account6 75
Total Sources $736
Rollover SCHMID Equity5 $613
Rollover SCHMID Net Debt 48
Transaction Cash to Balance Sheet3 57
Est. Transaction Expenses 18
Total Uses $736
Share Price1 $10.48
(x) Pro Forma Shares Outstanding 71
Pro Forma Equity Value $747
Plus: Standalone Net Debt2 48
Plus: Non-Controlling Interests2 1
Less: Transaction Cash to Balance Sheet3 57
Pro Forma Enterprise Value $739
Notes: Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. Financial information presented here is based on German GAAP figures. See “Preliminary Financial Information” in Disclaimer for additional information. Any further
shareholder redemptions on July 26, 2023 would also cause the information shown on this slide to change. Updated pro forma and other information will be provided in the registration statement expected to be filed with the SEC on Form F-4. EUR to USD FX rate of 1.1226 as of July 13, 2023, per Bloomberg.
1) PGSS share price estimate reflects USD $75.4 million of cash in trust divided by 7.2 million shares as of June 30, 2023.
2) Standalone net debt reflects standalone total gross debt less cash and cash-like assets and participation rights as of June 30, 2023. Non-Controlling Interests as of June 30, 2023.
3) Transaction cash to balance sheet reflects USD $75.4 million of cash in trust less USD $18.0 million of estimated transaction expenses.
4) SCHMID Group pro forma ownership reflects 58.5 million shares based on USD $590.8 million pre-money equity value at $10.10 exchange ratio. SCHMID Group pre-money equity value of USD $590.8 million based on USD $640 million pre-money enterprise value.
5) Rollover SCHMID equity reflects 58.5 million shares at $10.48/share.
6) Assumes no redemptions from the approximately USD $75.4 million balance currently in the Pegasus trust account.
2 0
Pro Forma Ownership
Public Shareholders
10.1%
Sponsor
7.9%
SCHMID Group4
82.0%
SCHMID 2023E EBITDA $48
Pro Forma Enterprise Value / 2023E EBITDA 15.3x |

| 15.3x
28.0x 24.5x 20.4x 18.9x 16.2x 18.0x 15.4x 14.9x 14.9x
31%
44.0% 34.9% 32.1% 30.8% 30.6% 30.2% 28.1% 24.5% 21.0%
37% 32.5% 25.3%
12.9% 8.0% 9.9% 2.5% 1.6% 0.7%
(11.8%)
SCHMID is favorably positioned with its premium technical product and blue-chip technology customer relationships
that are driving superior growth at robust margins, with valuation attractively set to initiate at 15x EV/2023E EBITDA
SCHMID GROUP – SELECTED COMPARABLES
2022A-2023E
Revenue
Growth
Mean: 9.1%
Notes: Comparable company information per CapitalIQ, Wall Street Research and Company filings. Information for comparable companies is based on individual company reporting and accounting metrics, which may differ from the SCHMID Group and the other entities listed. Share price as of July 13,
2023. EUR to USD FX rate of 1.1226 as of July 13, 2023, per Bloomberg. Yen to USD FX rate of .0072 as of July 13, 2023, per Bloomberg.
1) Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. Financial information presented here reflects German GAAP figures. See page 16 for financial information, page 20 for valuation information and “Preliminary Financial
Information” in Disclaimer for additional information. For SCHMID, reflects Pro Forma Enterprise Value / 2023E EBITDA.
2 1
2023E
EBITDA
Margin
Enterprise
Value / 2023E
EBITDA
Mean: 30.7%
Mean: 19.0x
1
1
1 |

| Thank you for
your attention
Please feel free to contact us if you have any questions.
www.schmid-group.com |

| C o n f i d e n t i a l |
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Pegasus Digital Mobility... (NYSE:PGSS)
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