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October 24, 2023
Stefan Berger
Director
Pegasus TopCo B.V.
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Re:Pegasus TopCo B.V.
Registration Statement on Form F-4
Filed September 26, 2023
File No. 333-274701
Dear Stefan Berger:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 Filed September 26, 2023
Cover Page
1.We note your references to PIPE investments throughout the registration statement. Please
confirm whether there have been any negotiations with potential PIPE investors to date.
State on the cover page whether or not the consummation of a PIPE investment is a
condition to the Business Combination or is otherwise necessary for the parties to
complete the Business Combination. Additionally, with a view toward revised disclosure,
please tell us how you intend to make investors aware of the terms of any PIPE
investment.
2.Please revise the cover page to disclose the voting power percentage of your directors and
executive officers and that you expect to be a "controlled company" post-Business
Combination and provide a cross-reference to your risk factor disclosure and the longer
discussion of the exemptions available to you as a "controlled company."

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 2
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 2
3.Please revise your disclosure on the cover page to disclose whether the approval of the
New York Stock Exchange listing application is a condition to closing the Business
Combination and provide a cross-reference to risk factor disclosure that addresses the
risks involved if the application is not approved.
4.In light of the unlikely possibility of no redemptions, balance your cover page disclosure
regarding ownership levels in TopCo by providing the equity stakes assuming maximum
redemptions.
5.Please expand your disclosure throughout the registration statement to discuss the $35
million minimum cash proceeds condition and how likely it is this condition will be met
as well as the risks involved if this condition is not met. In this regard, also expand your
disclosure to discuss the possibility that more than 1,588,144 shares will be redeemed and
the consequences of this amount of redemptions.
Summary
Organizational Structure, page 24
6.Please provide an organizational chart outlining your pre-Business Combination and post-
Business Combination corporate structure and illustrating the relationships of the various
entities discussed throughout the registration statement.
Risk Factors, page 41
7.Please include risk factor disclosure on the exclusive forum provisions in your Warrant
Agreement and Articles of Association discussing the risk that your exclusive forum
provisions may result in increased costs for investors to bring a claim in the chosen
forum. Clearly disclose whether these provisions apply to actions that arise under the
Securities Act. If so, please also state that there is uncertainty as to whether a court will
enforce that provision. If it applies to Securities Act claims, disclose that investors cannot
waive compliance with Federal securities laws and the rules and regulations thereunder.
If we fail to retain existing key customers..., page 48
8.We note your disclosure that Schmid has a concentrated customer base and is dependent
on a small number of significant customers in the technology sector for a large percentage
of its sales and revenue. To add context to this disclosure, please disclose the number of
customers for each period presented. In addition, disclose the details of any material
agreements with your top two customers and file the agreements as exhibits, or tell us why
it is not required.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 3
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 3
The Sponsor and Pegasus's other directors, officers, advisors and their affiliates may elect...,
page 76
9.We note your disclosure on page 76 that “the Sponsor or Pegasus’s other directors,
executive officers, advisors or their affiliates may purchase Pegasus Class A Ordinary
Shares in privately negotiated transactions or in the open market prior to the completion of
the Business Combination…” Please provide your analysis on how such potential
purchases would comply with Rule 14e-5.
The Business Combination
Background of the Business Combination, page 106
10.Please expand your discussion in the background section to provide more detail regarding
the key steps of the negotiations for the Business Combination. For example, identify the
persons involved in negotiations or other activities. In addition, please expand your
disclosure of the parties’ negotiations of the Business Combination and related agreements
to discuss the specific, material terms proposed in the letters of intent, drafts of the merger
agreement, and related transactions, the terms and conditions of the final merger
agreement, the determination of the final structure of the proposed transaction, and the
ultimate amount and form of consideration.
11.We note that the Pegasus Board obtained a fairness opinion from Marshall & Stevens
Advisory Services LLC in connection with its determination to approve the Business
Combination Agreement. Please provide a clear explanation as to the reason why the
fairness opinion was obtained, include the fairness opinion as an annex to the proxy
statement/prospectus and include the information required by Item 1015 of Regulation M-
A.
The Pegasus Board's Reasons for the Business Combination, page 108
12.Please expand your disclosure relating to the reasons the Pegasus Board recommends
shareholder approval to address the consideration to be paid for the target company.
13.We note your disclosure that the Pegasus Board, in evaluating the transaction with
Schmid, considered "extensive meetings and calls with Schmid’s management team
regarding its operations and projections and the proposed transaction.” Please disclose
whether the Pegasus Board relied on any financial projections and, if so, please disclose
the projections in the registration statement as well as any key assumptions made by the
Pegasus Board in formulating its opinion to recommend the transaction, especially with
respect to any valuation analysis that might be dependent upon financial projections.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 4
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 4
Material Tax Considerations, page 117
14.We note that you intend for the Merger to qualify as a reorganization, and, if so, U.S.
Holders would generally not recognize any gain or loss as a result of each transaction.
Please attribute this representation of tax consequences to counsel and file a tax opinion
pursuant to Item 601(b)(8) of Regulation S-K or advise why the tax consequences are not
material to an investor.
Unaudited Pro Forma Condensed Combined Financial Information
Notes To Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Financial Position, page 162
15.Your disclosure in Note E indicates that you paid a cash retention fee of €1,406 thousand
to Pegasus employees. Tell us what consideration you gave to including this expense in
your pro forma Statement of Profit or Loss.
16.Your disclosure in Note F indicates that the estimated transaction costs to be incurred by
Pegasus after December 31, 2022 have been excluded from the pro forma Statement of
Profit or Loss for the year ended December 31, 2022 and the estimated transaction costs to
be incurred by Schmid have been included as an expense in the pro forma Statement of
Profit or Loss for the year ended December 31, 2022.  Considering your disclosure on
page 156 that the Business Combination will be treated as the equivalent of Schmid
issuing shares at the closing for the net assets of Pegasus, clarify how you considered
reflecting the transaction costs incurred by Schmid as an offset to equity and the
transaction costs incurred by Pegasus as an expense in your pro forma financial
statements.
17.Your disclosure in Note F indicates that the €10,816 thousand estimated transaction costs
to be incurred by Pegasus impacts the calculation of the IFRS 2 charge described in Note
(I). Please clarify how these estimated transaction costs impact the calculation.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Profit or loss, page 164
18.Your disclosure on page F-21 indicates that stock-based compensation related to the
Class B ordinary shares and Private Placement Warrants will be recognized at the date a
Business Combination is considered probable.  Tell us what consideration you gave to
including an adjustment relating to this stock-based compensation expense in your pro
forma Statement of Profit or Loss.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 5
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 5
19.Tell us how you considered the impacts of the Inflation Reduction Act of 2022 that was
signed into federal law on August 16, 2022, including the impact of the 1% federal excise
tax on certain repurchases of stock of publicly traded U.S. domestic corporation occurring
on or after January 1, 2023.  Clarify how you have accounted for the impact of this tax on
the redemptions that took place after January 1, 2023, and how you considered including
adjustments in your pro forma Statement of Profit or Loss relating to the impact of this tax
on your minimum and maximum redemption scenarios.
Business of Schmid and Certain Information about Schmid, page 171
20.We note your disclosure that “the total addressable market for PCB and substrate
equipment in 2022 amounted to approximately $5 billion with an expected industry
growth of serviceable addressable high-end PCB market at CAGR 38.3% in the period
from 2022 until 2026 in the estimate of the Company based on third-party data of a
leading international consultancy firm…” Please provide a source for each of your market
and industry statements throughout the registration statement. If appropriate, address how
such amounts were determined or calculated.
Schmid's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the year ended December 31, 2022 to the year ended December 31, 2021, page
181
21.It appears that your gross profit as a percentage of revenue increased from 22% for the
year ended December 31, 2021 to 35% for the year ended December 31, 2022.  Please
revise your disclosures to include an explanation for the increase.
Liquidity and Capital Resources, page 183
22.We note your disclosure on page 53 that “Chinese subsidiaries may be restricted in their
ability to transfer cash outside of China whether in the form of dividends, loans or
advances.  These restrictions and requirements could reduce the amount of distributions
that we receive from our subsidiaries, which would restrict our ability to fund our
operations, generate income, pay dividends, and service our indebtedness.”   Tell us what
consideration you gave to disclosing the amount of the net assets of your Chinese
subsidiary that are restricted from distribution to the parent as of the end of the reporting
period.
Audited Consolidated Financial Statements of SCHMID Group
Combined Statements of Changes in Equity for the years ended December 31, 2022 and 2021,
page F-29
23.Please revise your disclosures to clarify the nature of the 13.1 million “Transactions with
shareholders” during 2021 and how you have accounted for this transaction.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 6
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 6
1. Business Description, page F-31
24.You disclose that the Company is presenting combined financial statements including
certain entities under common control by SCHMID subject to the Business Combination
Agreement. Please clarify the entities that are under common control by SCHMID, the
ownership structure of each entity, and the factors you considered in determining they are
under common control.
3. Significant Accounting Policies
Revenue Recognition, page F-41
25.Please clarify the nature of your installation services and the factors you considered in
determining that your machine sales and installation services are distinct performance
obligations.  Tell us how you considered the factors in paragraphs 27 through 29 of IFRS
15.
26.Clarify if your machines and spare parts are at times sold together with your repair
services, inspections, installations of modifications and development services as part of
the same contract, or contracts entered into at or near the same time.  If so, tell us the
factors you considered in determining that each of these products or services is a distinct
performance obligation. Tell us how you considered the factors in paragraphs 27 through
29 of IFRS 15.
27.Clarify how you allocate a portion of the transaction price to the extended warranty
performance obligation in accordance with paragraphs 73–86 of IFRS 15, as required by
paragraph B29 of IFRS 15.
28.Your disclosure states that Service revenue is recognized after the Company has satisfied
the performance obligation by transferring the promised service to the customer.  Please
clarify if this revenue is recognized at a point in time or over time and how you considered
the factors in paragraph 32 of IFRS 15 in making this determination.  If recognized over
time, please clarify if recognized on a straight-line basis or some other method.
29.Please describe the nature of your long-term development contracts recognized using the
percentage of completion methodology and the nature of your on-going development
activities recognized on a straight- line basis and the factors you considered in
determining each method for measuring progress.  Please also clarify the period of time
over which this revenue is typically recognized.
6. Revenue From Contracts With Customers and Cost of Sales, page F-45
30.Please clarify in which sales categories your revenues from installation services, long-
term development contracts, on-going development contracts and extended warranty
contracts are included and the amount of revenue recognized for each of these revenue
streams.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 7
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 7
31.Tell us how you considered disclosing total revenue recognized at a point in time and total
revenue recognized over time.
32.Clarify how you considered disclosing the transaction price allocated to the remaining
performance obligations and the information required by paragraph 120 of IFRS 15.
Please also clarify your disclosures to describe how the order backlog that you disclose is
different than the transaction price allocated to remaining performance obligations.
33.We note your disclosure on page 178 that in fiscal year 2022, 39% of your revenues were
generated from sales to your two largest customers (€25.1 million from our top customer
and €11.9 million from our second large