PGSS Pegasus Digital Mobility Acquisition Corp

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

December 7, 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):

 

¨	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 8.01

Other Events.

 

On December 7, 2023, the Company issued a press release announcing the results of its Extraordinary General Meeting and amendment to its Memorandum and Articles of Association. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit Number
99.1		Press Release dated December 7, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: December 7, 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 the Results of its Extraordinary General Meeting and Amendment of its Memorandum and Articles of Association

 

GREENWICH, CT (December 7, 2023) -- 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 the results of its Extraordinary General Meeting. The Company's shareholders have approved the adoption of the third amended and restated articles of association in the form proposed, to among other things (i) remove references to term limits for directors of the Company, (ii) make certain updates to reflect the decision by the board of directors of the Company (the "Board") to exercise the second and third extension options pursuant to which the date by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination ("business combination") was extended from April 26, 2023 to July 26, 2023 and then subsequently extended from July 26, 2023 to December 31, 2023 and (iii) insert a fourth extension option to enable the Board to extend the date by which the Company has to consummate a business combination from December 31, 2023 to April 30, 2024, subject to the Company’s sponsor Pegasus Digital Mobility Sponsor LLC (the "Sponsor") committing to deposit $0.03 per Class A ordinary share then in issue into the Company’s trust account on the first business day of each month starting on January 2, 2024 until the earliest of (a) the date on which the Company consummates and initial business combination or (b) April 30, 2024.

 

Upon Board approval of an extension to April 30, 2024, the Sponsor will deposit $135,000.51 into the Company's trust account, representing $0.03 per Class A ordinary share then in issue, on the first business day of each month starting on January 2, 2024 until the earliest of (i) the date on which the Company consummates an initial business combination or (ii) April 30, 2024.

 

In connection with the Extraordinary General Meeting, shareholders holding 503,201 shares of Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company's trust account. As a result, approximately $5,550,000 will be removed to pay such holders. Following the redemption, the Company's remaining number of Class A ordinary shares was 4,500,017.

 

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.

 

CONTACT

 

Investor Relations

investor-relations@pegasusdm.com

 

 

v3.23.3

Cover	Dec. 07, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 07, 2023
Entity File Number	001-40945
Entity Registrant Name	Pegasus Digital Mobility Acquisition Corp.
Entity Central Index Key	0001861541
Entity Tax Identification Number	98-1596591
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	71 Fort Street
Entity Address, City or Town	George Town
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	KY1-1106
City Area Code	345
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
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Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant
Trading Symbol	PGSS.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	PGSS
Security Exchange Name	NYSE
Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
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Security Exchange Name	NYSE

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