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                              February 28, 2023

       Jeremey Mistry
       Chief Financial Officer
       Pegasus Digital Mobility Acquisition Corp.
       260 Mason Street
       Greenwich, CT 06830

                                                        Re: Pegasus Digital
Mobility Acquisition Corp.
                                                            Preliminary Proxy
Statement filed on Schedule 14A
                                                            Filed February 21,
2023
                                                            File No. 001-40945

       Dear Jeremey Mistry:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

              After reviewing your response and any amendment you may file in
response to
       this comment, we may have additional comments.

       Preliminary Proxy Statement filed February 21, 2023

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, has
                                                        any members who are, or
has substantial ties with, a non-U.S. person. Also revise your
                                                        filing to include risk
factor disclosure that addresses how this fact could impact your
                                                        ability to complete
your initial business combination. For instance, discuss the risk to
                                                        investors that you may
not be able to complete an initial business combination with a
                                                        target company should
the transaction be subject to review by a U.S. government entity,
                                                        such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
                                                        transaction could
prevent you from completing an initial business combination and require
                                                        you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
 Jeremey Mistry
Pegasus Digital Mobility Acquisition Corp.
February 28, 2023
Page 2
      of the investment opportunity in a target company, any price appreciation
in the combined
      company, and the warrants, which would expire worthless.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Joseph Ambrogi at 202-551-4821 or Pam Howell at
202-551-3357 with
any questions.



                                                          Sincerely,
FirstName LastNameJeremey Mistry
                                                      Division of Corporation
Finance
Comapany NamePegasus Digital Mobility Acquisition Corp.
                                                      Office of Real Estate &
Construction
February 28, 2023 Page 2
cc:       Sarah Steece, Esq.
FirstName LastName