Pegasus Digital Mobility (PGSS) Amends Schmid Deal
by Marlena Haddad on 2024-01-29 at 4:59pm

Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS) announced this afternoon that it has made a handful of changes to its combination with equipment manufacturer Schmid.

As part of these changes, the SPAC entered into an amendment of the shareholders’ undertaking agreement with Anette Schmid and Christian Schmid.

The parties have agreed to extend the completion deadline to April 30 and reduced the number of shares to be issued to the shareholders of Schmid at the closing of the combination to approximately 28.7 million shares.

In connection with these changes, there will be an earn-out of 2.5 million shares awarded to Anette Schmid and Christian Schmid if the share price of the combined company reaches at least $15 after the closing. There will be an additional 2.5 million shares granted if the share price reaches or exceeds $18 after the closing of the combination. The earn-out agreement has a three-year term.

Pegasus Digital Mobility’s sponsor has also agreed to transfer 2 million private placement warrants to Anette Schmid and Christian Schmid.

Furthermore, the sponsor and certain directors and officers of Pegasus have committed to TopCo that, after the business combination is completed, they will only utilize the remaining 7.75 million private placement warrants through a “cashless basis” as per the warrant terms. This will be done when the reference price reaches $18, unless the warrants have already been exercised or redeemed prior to reaching this threshold.

In addition, Pegasus, Schmid and TopCo entered into a subscription agreement with XJ Harbour HK.

According to the agreement, XJ will gradually transfer its 24.1% equity interest in Schmid Technology, a subsidiary of Schmid, to TopCo. The consideration includes the allotment of 1,406,361 shares to XJ upon the completion of the combination, a 10 million euro payment to XJ at completion, 5 million euros to XJ within 270 days from completion, and 15 million euros, plus 6% annual interest from completion to the payment date, within 455 days from completion of the deal.

With the recent extension, the parties currently expect to complete the combination towards the end of the first quarter of 2024.

Pegasus Digital Mobility inked its $640 million deal with Schmid in May 2023. Freudenstadt, Germany-based Schmid makes silicon and glass components for the solar energy industry and electronics, including substrates for the broader technology space.

Recent Posts
by Nicholas Alan Clayton on 2024-03-04 at 1:43pm

Deals and Funding Power & Digital II (NASDAQ:XPDB) has expanded the PIPE for its combination with Montana Technologies to about $50 million in commitments led by Carrier (NYSE:CARR) and Rice Investment Group. Blue World (NASDAQ:BWAQ) has amended its combination with TOYO Solar to reflect that it has been restructured under new ownership. Entities called WAG,...

by Nicholas Alan Clayton on 2024-03-04 at 7:43am

At the SPAC of Dawn The first full week of March comes with a bevy of votes as SPACs investors will be asked to help complete nine deals and extend seven other SPACs’ transaction timelines. Two SPACs are set to come off the board today, however, as Revelstone (NASDAQ:RCAC) and Vector II (NASDAQ:VAQC) commence their...

by Anthony Sozzi on 2024-03-02 at 11:58am

Contributions to trust are typically expected from sponsors looking to retain as much of the trust account as possible that need additional time to complete business combinations. With “time to complete” steadily increasing over the past months, redemptions from the trust account do not look to be slowing down, regardless of what SPAC teams do...

by Kristi Marvin on 2024-03-02 at 11:45am

Terms Tracker for the Week Ending March 1, 2024 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. The last week of February turned out to be a sluggish one with not a lot happening on the new issuance front. Once again, there...

by Nicholas Alan Clayton on 2024-03-01 at 1:28pm

News and Rumors Bloomberg: Digital World (NASDAQ:DWAC) and its target Trump Media and Technology Group (TMTG) were hit by a new wave of legal headaches this week as both the founders of its Truth Social platform and Digital World CEO Patrick Orlando filed lawsuits over the deal’s closing share allocations. One of the suits has...


Copyright © 2023 SPACInsider, Inc. All Rights Reserved