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, as amended
Filed October 8, 2021
File No. 333-259860
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of Pegasus Digital Mobility Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:05 p.m. ET on October 21, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 150 copies of the Preliminary Prospectus dated October 8, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
| Very truly yours, |
|
| BARCLAYS CAPITAL INC. |
| as Representative of the Several Underwriters |
|
| By: | /s/ Victoria Hale |
| | Name: Victoria Hale |
| | Title: Authorized Signatory |
[Signature Page to Underwriters Acceleration Request Letter]