FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 31, 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 1.01 | Entry into a Material Definitive Agreement. |
The information set forth under Item 2.03 to this Current Report on Form 8-K is hereby incorporated by reference herein. |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On July 31, 2023, Pegasus Digital Mobility Acquisition Corp. (the "Company") issued a non-convertible unsecured promissory note (the "July 2023 Promissory Note") in the principal amount of up to $750,482.70 to Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"). The July 2023 Promissory Note was issued in connection with the expected monthly payments by the Sponsor into the Company's trust account as outlined in the press release issued by the Company on July 14, 2023 and filed with the United States Securities and Exchange Commission. The July 2023 Promissory Note bears no interest and is repayable in full upon the earliest of December 31, 2023, the date on which the Company consummates a business combination, or within three (3) business days of the receipt by the Company of a break-free, termination fee or similar arrangement in connection with a potential business combination. If the Company does not consummate a business combination, the July 2023 Promissory Note will not be repaid and all amounts owed under the July 2023 Promissory Note will be forgiven except to the extent that the Company has funds available to it outside of its trust account (as outlined in the July 2023 Promissory Note).
A copy of the July Promissory Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirely by reference to the full text of the July Promissory Note.
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 31, 2023 | Pegasus Digital Mobility Acquisition Corp. |
| | | |
| | By: | /s/ F. Jeremey Mistry |
| | Name: | F. Jeremey Mistry |
| | Title: | Chief Financial Officer |
