UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 24, 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 April 24, 2023, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $719,907.30 to Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The Sponsor has started the process to deposit the funds into the Company’s Trust Account maintained with Continental Stock Transfer & Trust Company in connection with the Extension (as defined below) for the Company. The Extension Note was issued in connection with the decision by the Company's board of directors to exercise the second extension option in accordance with the Company’s second amended and restated memorandum and articles of association and to extend the date by which the Company must consummate a business combination transaction from April 26, 2023 to July 26, 2023.
The Extension 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 consummation, 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 Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account (as defined in the Extension Note).
A copy of the Extension 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 Extension Note.
On April 24, 2023, the Company issued a press release to announce the extension of the period of time the Company has to consummate its proposed transaction until July 26, 2023 (the "Extension"). 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 |
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: April 24, 2023 | Pegasus Digital Mobility Acquisition Corp. |
| | | |
| | By: | /s/ F. Jeremey Mistry |
| | Name: | F. Jeremey Mistry |
| | Title: | Chief Financial Officer and Secretary |
