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    Clifford Chance

    Partnerschaft mit

    beschränkter Berufshaftung

    JUNGHOFSTRAßE 14

    60311 Frankfurt am Main

    Germany

    Tel  +49 69 7199 01

    Fax +49 69 7199 4000

    www.cliffordchance.com

VIA EDGAR

Joseph Ambrogi and Pam Howell

United States Securities & Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

  Washington, D.C. 20549-0404
  March 2, 2023

 Re Pegasus Digital Mobility Acquisition Corp.

Preliminary Proxy Statement
filed on Schedule 14A

Filed February 21,
2023

Responses to Staff comments
made by letter dated February 28, 2023

Dear Mr. Ambrogi and Ms. Howell:

On behalf of our client, Pegasus
Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the "Company"), we submit to the staff of the
United States Securities and Exchange Commission (the "Staff") this letter setting forth the Company's response to the
comment contained in the Staff's letter dated February 28, 2023 (the "Comment Letter") in connection with the Company's
Preliminary Proxy Statement filed on Schedule 14A, which the Company filed on February 21, 2023 (the "Preliminary Proxy Statement").
Concurrent with the submission of this response letter, the Company is submitting Amendment No. 1 of the Preliminary Proxy Statement
on Schedule 14A (the "Amended Proxy Statement") via EDGAR. The Amended Proxy Statement contains updated disclosure in
response to the Staff's comment made in the Comment Letter. Attached as Annex A to this letter is a marked copy showing the changed pages of
the Amended Proxy Statement for reference.

The Staff's comment is repeated below in bold
and is followed by the Company's response. Capitalized terms used but not otherwise defined herein have the meanings set forth in the
Amended Proxy Statement.

Preliminary Proxy Statement filed February 21,
2023

General

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 of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.

    Clifford Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company Response:

The
sponsor, Pegasus Digital Mobility Sponsor LLC, is incorporated as a Cayman Islands limited liability company and is therefore a
non-U.S. person. We believe the risk factor disclosure previously included in part addresses the above request, but we have expanded the
wording in the Amended Proxy Statement in accordance with the Staff's instructions and to provide further clarity on this point. Please
see the risk factor now entitled "The Company and the Sponsor are both incorporated in the Cayman Islands and the Company's
ability to complete an initial business combination may be impacted if such initial business combination is subject to U.S. foreign investment
or other regulations and review by a governmental entity, such as the Committee on Foreign Investment in the United States ("CFIUS").".

If you have any questions regarding the Amended
Proxy Statement, please contact Sarah Steece at +44 20 7006 3179 or sarah.steece@cliffordchance.com or George Hacket at +49 69 7199 3103
or george.hacket@cliffordchance.com.

    Sincerely,

    /s/ George Hacket

 c.c. Pegasus Digital Mobility Acquisition
Corp

Jeremy Mistry

      - 2 -

    Clifford Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Annex A

      - 3 -

PRELIMINARY PROXY STATEMENT
 — SUBJECT TO COMPLETION, DATED FEBRUARY 21, 2023

PEGASUS DIGITAL MOBILITY ACQUISITION
CORP.

260 Mason Street, Greenwich,
CT 06830

Dear Shareholders of Pegasus Digital Mobility Acquisition
Corp.:

You are
cordially invited to attend the extraordinary general meeting (“Extraordinary General Meeting”) of shareholders
of PEGASUS DIGITAL MOBILITY ACQUISITION CORP.,a Cayman Islands exempted
company (“Company,” “we,” “us” or “our”) to be held on ,
2023, at , Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
The Extraordinary General Meeting will be held at the offices of                          located
at                     and
virtually over the internet via live audio webcast at
https://                         .

You will be permitted to
attend the Extraordinary General Meeting in person at the offices of only to the extent consistent with, or permitted by,applicable
law and directives of public health authorities. The virtual meeting format allows attendance from any location in the world. You
will be able to attend the Extraordinary General Meeting virtually online,vote and submit your questions during the Extraordinary
General Meeting by visiting https://                                and entering the 12-digit control
number found on your proxy card or notice of the Extraordinary General Meeting.

Your vote is
very important. Whether you plan to attend the Extraordinary General Meeting or not, please vote as soon as possible by following
the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Extraordinary
General Meeting. If you are a shareholder of record, please complete, sign, date and return your proxy card in the postage-paid
envelope as soon as possible and to be received by Morrow
Sodali LLC (the "Proxy
Agent") by
no later than 48 hours before the time appointed for the Extraordinary General Meeting to commence. Submitting a proxy now will not
prevent you from being able to attend and cast your vote online at the Extraordinary General Meeting. If your shares are held in
 “street name”in an account at a brokerage firm or bank, you will need to follow the instructions provided to you by your
bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General
Meeting. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own, or if you
wish to attend and vote at the Extraordinary General Meeting (including virtually online) you must timely obtain a legal proxy from
your brokerage firm, bank or other nominee and follow the instructions detailed in the accompanying proxy statement.

The accompanying proxy
statement describes the business the Company will conduct at the Extraordinary General Meeting and provides information about the
Company that you should consider when you vote your shares.

As set forth in the accompanying
proxy statement, at the Extraordinary General Meeting, you will be asked to consider and vote upon the following proposals:

 1. Proposal No. 1 — The Articles Amendment Proposal — A proposal, by special resolution, to amend and restate
the Company’s current amended and restated memorandum and articles of association (the “Memorandum and Articles”)
by adopting the second amended and restated memorandum and articles of association in the form set forth in Annex A of the accompanying
proxy statement (the “Second Amended and Restated Memorandum and Articles”), including to (i) make certain updates
to reflect the decision by the board of directors of the Company (the “Board”) to exercise the first extension option
in accordance with the Memorandum and Articles pursuant to which the date by which the Company has to consummate a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination (“business combination”) was extended
from January 26, 2023 to April 26, 2023 (being the date falling 18 months after the consummation of the Company’s initial
public offering (“IPO”)) (the “First Extension” and such date, the “First Extended Date”),
(ii) amend the amount which the Company’s sponsor, Pegasus Digital Mobility Sponsor LLC (“Sponsor”) is required
to deposit in the Company’s trust account (the “Trust Account”) maintained by Continental Stock Transfer &
any adjournment thereof. Only holders of record of Ordinary Shares on such date are entitled to have their votes counted at the Extraordinary
General Meeting or any adjournment thereof.

You are not being asked
to vote on an initial business combination at this time. If the Articles Amendment Proposal is approved and you do not elect to
redeem all your Public Shares, you will retain the right to vote on any such business combination when and if it is submitted to
shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public
Shares for cash in the event a business combination is approved and completed or in the event we have not consummated a business
combination within the applicable time limits outlined in the Second Amended and Restated Memorandum and Articles. There can be no
assurance that we will exercise the Second Extension or Third Extension and, if exercised, that we will be able to complete a
business combination before the Second Extended Date or Third Extended Date as applicable, or at all.

THE BOARD HAS DETERMINED THAT
EACH OF THE PROPOSALS ARE ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS THAT YOU VOTE OR GIVE
INSTRUCTION TO VOTE “FOR” EACH OF THE ARTICLES AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

All of our shareholders are cordially invited
to attend the Extraordinary General Meeting.

A shareholder’s
failure to vote in person or by proxy at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares
required to validly establish a quorum. Abstentions and broker non-votes, while considered present in connection with the
determination of whether a valid quorum is established, will not count as votes cast and will have no effect on the outcome of the
votes on the proposals.

If
you have any questions or need assistance voting your Ordinary Shares, please contact our Proxy
AgentMorrow Sodali LLC (the
 “Proxy Agent”), by calling +1 (800) 662-5200,
or banks and brokers can call collect at +1 (203) 658-9400,
or by emailing   . PGSS.info@investor.morrowsodali.com.

On behalf of our Board, we would
like to thank you for your support of Pegasus Digital Mobility Acquisition Corp.

, 2023

    By Order of the Board of Directors

    Dr. Sir Ralf Speth

    Chairman and Chief Executive Officer

If you return your proxy card
signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION
RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC
SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN
REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON
                          ,
2023 (AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING) THAT YOUR PUBLIC SHARES BE REDEEMED FOR
CASH AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST
COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT
EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. IF THE
ARTICLES AMENDMENT PROPOSAL IS NOT APPROVED AND IMPLEMENTED, THEN THESE PUBLIC SHARES SHALL NOT BE REDEEMED AND SHALL BE RETURNED TO
YOU OR YOUR ACCOUNT.

This proxy statement is dated
                     ,
2023 and is first being mailed to our shareholders on or about                     ,
2023.

Russian military actions and the
resulting sanctions, the COVID-19 pandemic, supply chain disruptions and rising inflation rates have adversely affected and could continue
to adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially
making it more difficult for us to obtain additional funds if needed.

Any of the above-mentioned factors
could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions
and resulting market disruptions are impossible to predict, but could be substantial.

A new 1% U.S. federal excise tax could be imposed
on us in connection with redemptions by us of our shares.

On August 16, 2022, the Inflation
Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new
U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain
domestic subsidiaries of publicly traded foreign corporations occurring after December 31, 2022. The excise tax is imposed on the
repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1%
of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax,
repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock
repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. On December 27, 2022, the U.S.
Department of the Treasury (the “Treasury”) issued a notice that it intends to publish proposed regulations addressing
the application of the excise tax (the “Notice”). To provide taxpayers with interim guidance, the Notice describes
certain rules upon which taxpayers are generally entitled to rely until publication of the proposed regulations.

Any redemption or other repurchase
that occurs after December 31, 2022 in connection with a business combination — particularly one that may involve a combination
with a U.S. entity and/or re-domestication as a U.S. corporation — may be subject to the excise tax. Whether and to what extent
we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with any such business combination, (ii) the status of the target (for example, whether the target
is a domestic corporation) and the structure of any such business combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with any such business combination (or otherwise issued not in connection with such business combination
but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from
the Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required
payment of the excise tax have not been determined. The foregoing could cause a reduction in our ability to complete a business