Pegasus Digital Mobility Acquisition Corp. Announces Revaluation of its Business Combination with Gebr. Schmid Group and the Entering Into Related Agreements
January 29 2024 - 4:01PM
Business Wire
Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the
"Company"), a special purpose acquisition company founded by
StratCap Investment Management, LLC, formerly Strategic Capital
Fund Management, LLC ("StratCap"), today announced that it
has together with Pegasus Topco B.V., a Dutch private limited
liability company and wholly-owned subsidiary of Pegasus
("TopCo") entered into an amendment to the business
combination agreement with Gebr. Schmid Group ("Schmid"). In
addition, the Company has entered into an amendment of the
shareholders' undertaking agreement with Anette Schmid and
Christian Schmid. Pursuant to the amendments, the parties agreed to
extend the time for the business combination closing to April 30,
2024 and also agreed to reduce the number of shares to be issued to
the shareholders of Schmid at the closing of the business
combination to 28,725,000 shares.
In connection with these changes, an earn-out agreement has been
agreed which awards 2,500,000 TopCo shares to Anette Schmid and
Christian Schmid should the share price of the combined company
reach or exceed USD 15.00 after the closing of the business
combination and an additional 2,500,000 TopCo shares should the
share price of TopCo reach or exceed USD 18.00 after the closing of
the business combination. The earn-out agreement has a three (3)
year term.
In addition, the Pegasus Digital Mobility Sponsor LLC, a Cayman
Islands limited liability company (the "Sponsor") has agreed
to transfer 2,000,000 private placement warrants to Anette Schmid
and Christian Schmid (in equal parts) at the date of the closing of
the business combination.
In addition, the Sponsor and certain directors and officers of
Pegasus have undertaken towards TopCo that, subsequent to the
closing of the business combination, they will (i) only exercise
the remaining 7,750,000 private placement warrants on a "cashless
basis" in accordance with the terms of the private placement
warrants, and (ii) exercise the private placement warrants on a
"cashless basis" in accordance with the terms of the private
placement warrants when the reference price as defined in the
warrant agreement reaches USD 18.00 (unless the private placement
warrants have been exercised or redeemed before).
In addition, Pegasus, Schmid and TopCo entered into a
subscription agreement with XJ Harbour HK Limited ("XJ")
(the "XJ Subscription Agreement") according to which XJ
agreed to in stages transfer its 24.1% equity interest in Schmid
Technology (Guangdong) Co., Ltd., a subsidiary of Schmid, to TopCo
for consideration amounting to (i) 1,406,361 TopCo shares to be
allotted to XJ at the time of the completion of the business
combination, (ii) a EUR 10 million payment to XJ from TopCo at the
completion of the business combination, (iii) a EUR 5 million
payment to XJ from TopCo within 270 days from the day of the
completion of the business combination and (iv) a EUR 15 million
payment (plus an interest in respect thereof at an annual rate of
6% from the completion of the business combination to the date of
payment) to XJ from TopCo within 455 days from the day of the
completion of the business combination.
The completion of the business agreement is currently expected
towards the end of the first quarter of 2024.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
"forward-looking statements." All statements other than statements
of historical fact included in this press release are
forward-looking statements. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the "Risk Factors" section of
the Company’s registration statement and final prospectus for the
offering filed with the SEC. Copies are available on the SEC’s
website, www.sec.gov. The Company undertakes no obligation to
update these statements for revisions or changes after the date of
this release, except as required by law.
About Pegasus Digital Mobility Acquisition Corp.
The Company is a blank check company incorporated as a Cayman
Islands exempted entity. The Company was founded by StratCap, an
investment management organization focused on digital economy
investments. The Company is a special purpose acquisition company
formed for the purpose of effecting a business combination with one
or more businesses.
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