PEGASUS DIGITAL MOBILITY ACQUISITION CORP.
71 Fort Street
George Town
Grand Cayman KY1-1106
Cayman Islands
October 19, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, D.C. 20549
Attn: | Ruairi Regan James Lopez |
Re: | Pegasus Digital Mobility Acquisition Corp. Registration Statement on Form S-1 File No. 333-259860 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pegasus Digital Mobility Acquisition Corp. (the “Registrant”) hereby requests acceleration of effectiveness of the registration statement on Form S-1, as amended (File No. 333-259860) (the “Registration Statement”), to 4:05 p.m., Eastern Time, on October 21, 2021, or as soon as practicable thereafter.
We understand that the Staff will consider this request as confirmation by the Registrant of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Morrison & Foerster LLP, by calling Heath D. Linsky at (404) 490-4444.
| Very truly yours, |
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| Pegasus Digital Mobility Acquisition Corp. |
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| By: | /s/ F. Jeremey Mistry |
| Name: | F. Jeremey Mistry |
| Title: | Chief Financial Officer and Secretary |
cc: | James Condon, Director |
| Patrick Miller, Director |
| Heath D. Linsky, Esq. |
| Justin R. Salon, Esq. |