Pegasus Digital Mobility Acquisition Corp - Ordinary Shares (PGSS) 8-KEntry into a Material Definitive Agreement

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 1, 2023

Date of Report (date of earliest event reported)

Pegasus Digital Mobility Acquisition Corp.

(Exact name of Registrant as specified in its charter)

+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):

Securities registered pursuant to Section 12(b) of the Act:

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 November 1, 2023, Pegasus Digital Mobility Acquisition Corp. (the "Company") issued a non-convertible unsecured promissory note (the "November 2023 Promissory Note") in the principal amount of up to $1,000,000.00 to Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"). The November 2023 Promissory Note bears no interest and is repayable in full upon the earliest of April 30, 2024, 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-fee, termination fee or similar arrangement in connection with a potential business combination. If the Company does not consummate a business combination, the November 2023 Promissory Note will not be repaid and all amounts owed under the November 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 November 2023 Promissory Note).

The Company also agreed to amend and restate certain provisions of a) the non-convertible unsecured promissory note in the principal amount of $2,250,000 it issued to the Sponsor on January 23, 2023, first amended and restated on March 15, 2023 (now as additionally amended and restated, the "January 2023 Promissory Note"), b) the non-convertible unsecured promissory note in the principal amount of $1,100,000 it issued to the Sponsor on March 15, 2023 (as amended and restated, the "March 2023 Promissory Note"), c) the non-convertible unsecured promissory note in the principal amount of $719,907.30 it issued to the Sponsor on April 24, 2023 (as amended and restated, the "April 2023 Promissory Note"), d) the non-convertible unsecured promissory note in the principal amount of $1,400,000 it issued to the Sponsor on May 31, 2023 (as amended and restated, the "May 2023 Promissory Note"), and e) the non-convertible unsecured promissory note in the principal amount of $750,482.70 it issued to the Sponsor on July 31, 2023 (as amended and restated, the "July 2023 Promissory Note") (all together with the November 2023 Promissory Note, the "Promissory Notes") in order to align the terms of the January 2023 Promissory Note, March 2023 Promissory Note, April 2023 Promissory Note, May 2023 Promissory Note, and July 2023 Promissory Note with those of the November 2023 Promissory Note.

A copy of each of the Promissory Notes is attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, and Exhibit 10.6 to this Current Report on Form 8-K and are 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 Promissory Notes.

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.