Pegasus Digital Mobility (PGSS) Amends Schmid Deal
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.