Form 8-K - Current report

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 19, 2024

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 19, 2024, the Company received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because the Company has fewer than 300 public stockholders.

In accordance with applicable NYSE procedures, the Company intends to deliver a business plan to the NYSE within 45 days of receipt of the Notice outlining how it intends to cure the deficiency and comply with the NYSE continued listing requirement. The Company can avoid delisting if, within 18 months following receipt of the Notice, the Company’s securities are owned by at least 300 public stockholders.

The Notice will have no immediate impact on the listing of the Company’s securities, which will continue to be listed and traded on the NYSE during the applicable cure period, subject to the Company’s compliance with the other continued listing requirements of the NYSE and will not affect the ongoing business operations of the Company, including its ability to complete its business combination, or its reporting requirements with the Securities and Exchange Commission. However, failure to satisfy the conditions of the cure period or to maintain other NYSE listing requirements could lead to a delisting.

Item 7.01

Regulation FD Disclosure

The Company issued a press release on January 24, 2024, announcing that it had received the Notice from the NYSE. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01

Financial Statements and Exhibits

Exhibit Number

99.1		Press Release dated January 24, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

- 2 -

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: January 24, 2024	Pegasus Digital Mobility Acquisition Corp.

	By:	/s/ F. Jeremey Mistry
	Name:	F. Jeremey Mistry
	Title:	Chief Financial Officer and Secretary

- 3 -

Exhibit 99.1

Pegasus Digital Mobility Acquisition Corp. Receives Continued Listing Standard Notice from NYSE

GREENWICH, CT, January 24, 2024 – Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS, PGSS.U, PGSS.WS) (the “Company”), a special purpose acquisition company founded by Pegasus Digital Mobility Sponsor, LLC, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets (a “Business Combination”), announced today that on January 19, 2024, the Company was notified by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with the NYSE’s continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual that requires all listed companies to have a minimum of 300 public stockholders on a continuous basis. The current non-compliance with the NYSE’s listing standards described above does not affect the Company’s operations or its ability to complete a Business Combination.

Under the NYSE’s rules, the Company has 45 days to present a business plan (the “Business Plan”) to the NYSE that demonstrates how the Company intends to cure the deficiency within 18 months of the date of the NYSE notice. The Business Plan will be reviewed by the Listings Operations Committee (the “Committee”) of the NYSE. The Committee will either accept the Business Plan, at which time the Company will be subject to quarterly monitoring for compliance with the Business Plan, or the Committee will not accept the Business Plan and the Company will be subject to suspension and delisting procedures.

The Company will respond to the NYSE to confirm its intent to cure this noncompliance. The Notice and procedures described above have no effect on the listing of the Company’s securities at this time nor does it affect the Company’s Securities and Exchange Commission (the “SEC”) reporting requirements.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute "forward-looking statements." All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the "Risk Factors" section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Investor Relations
investor-relations@pegasusdm.com

Cover	Jan. 19, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 19, 2024
Entity File Number	001-40945
Entity Registrant Name	Pegasus Digital Mobility Acquisition Corp.
Entity Central Index Key	0001861541
Entity Tax Identification Number	98-1596591
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	71 Fort Street
Entity Address, City or Town	George Town
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	KY1-1106
City Area Code	345
Local Phone Number	769-4900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant
Trading Symbol	PGSS.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	PGSS
Security Exchange Name	NYSE
Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	PGSS.WS
Security Exchange Name	NYSE