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United States securities and exchange commission logo
January 11, 2024
Stefan Berger
Director
Pegasus TopCo B.V.
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Re:Pegasus TopCo B.V.
Amendment No. 1 to Registration Statement on Form F-4
Filed December 22, 2023
File No. 333-274701
Dear Stefan Berger:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 24, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Cover Page
1.We note your response to prior comment 2. Please revise to quantify the voting power
percentage that Anette and Christian Schmid will control post-Business Combination, and
cross-reference the specific risk factor that discusses exemptions available to the
Surviving Company as a controlled company.
2.We are unable to locate disclosure responsive to prior comment 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 the closing of the Business Combination.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 January 11, 2024 Page 2
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
January 11, 2024
Page 2
3.We note your response to prior comment 5. It is still unclear how likely it is that the $35
million minimum cash proceeds condition will be met as well as the risks involved if this
condition is not met. 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 26
4.Please revise your organizational charts to include ownership percentages among the
various entities.
The Business Combination
Background of the Business Combination, page 113
5.Please expand your discussion in the background section to identify all of the persons
involved in the transaction. For example, please expand your disclosure to identify who
from Pegasus’s management team was involved in identifying targets and ultimately
identified Schmid.
6.We note that you filed the fairness opinion as Annex K. Please also provide a clear
explanation in the registration statement as to the reason why the fairness opinion was
obtained and include the information required by Item 1015 of Regulation M-A.
The Pegasus Board's Reasons for the Business Combination, page 117
7.In response to prior comment 13, 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. In this regard, we also note your updated disclosure
on page 189 relating to your current projections and budget forecasts. Please advise.
Material Tax Considerations, page 125
8.We note your response to prior comment 14; however, because 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, a tax opinion should be filed as an exhibit.
Please 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.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 January 11, 2024 Page 3
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
January 11, 2024
Page 3
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 172
9.In your response to prior comment 16 you indicate that the estimated transaction costs to
be incurred by Pegasus have been excluded from the pro forma statement of profit or loss
for the year ended December 31, 2022 because they are being treated as if they had been
incurred prior to the closing of the transaction. Please further clarify how this complies
with the provisions of Article 11-02 of Regulation S-X which require inclusion of
adjustments that depict in the pro forma statements of comprehensive income the effects
of the pro forma balance sheet adjustments assuming those adjustments were made as of
the beginning of the fiscal year presented. In this regard, your pro forma combined
statement of profit or loss for the year ended December 31, 2022 should combine the
historical statement of profit or loss of Schmid and the historical statement of operations
of Pegasus on a pro forma basis as if the Business Combination and related transactions
had been consummated on January 1, 2022, and should reflect all material impacts of the
Business Combination. Please revise or advise.
10.In your response to prior comment 18 you indicate that as the stock-based compensation
expense relating to the Class B ordinary shares and Private Placement Warrants would
have been incurred by Pegasus prior to the Business Combination, it has not been
reflected as an expense of the combined company within the pro forma Statement of Profit
and Loss. Please further clarify how this complies with the provisions of Article 11-02 of
 Regulation S-X which require inclusion of adjustments that depict in the pro forma
statements of income the effects of the pro forma balance sheet adjustments assuming
those adjustments were made as of the beginning of the fiscal year presented.  In this
regard, your pro forma combined statement of profit or loss for the year ended
December 31, 2022 should combine the historical statement of profit or loss of Schmid
and the historical statement of operations of Pegasus on a pro forma basis as if the
Business Combination and related transactions had been consummated on January 1,
2022, and should reflect all material impacts of the Business Combination. Please revise
or advise.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Profit or loss, page 174
11.In your response to prior comment 19 you indicate that Pegasus is domiciled in the
Cayman Islands and has taken the position that the excise tax does not apply to
redemptions of its shares as it is not a U.S. domestic corporation. Please clarify if you
consider there to be any uncertainties with this position and, if so, tell us how you
considered disclosing this and the potential impacts.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 January 11, 2024 Page 4
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
January 11, 2024
Page 4
Schmid's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 187
12.We note your response to prior comment 20. Please provide a source for each of your
market and industry statements throughout the entirety of the registration statement. For
example, please provide the source for the publicly available information related to your
statement that “We believe, based on publicly available information and expectations of
our management, that the further penetration of the ET technology in the overall market
will lead to a significant increase of the share of capital expenditure spending for a new
factory from 30% of equipment spending for a traditional fabrication methods factory to
80% to 90% in an ET technology factory.”
Liquidity and Capital Resources, page 197
13.Tell us the amount of restricted net assets of your Chinese subsidiary as of December 31,
2022 and the percentage of your total consolidated net assets it represents. Tell us how
you considered including Schedule 1, required by Rule 5-04 of Regulation S-X. Further,
given your disclosure on page 53 that these restrictions could reduce the amount of
distributions that you receive from your subsidiaries, which would restrict your ability to
fund your operations, generate income, pay dividends, and service your indebtedness,
please further clarify why you don’t consider disclosure of the amount of restricted net
assets and the nature of these restrictions necessary.
Financial Statements of SCHMID Group for the Six Months Ended June 30, 2023 and 2022
7. Reversal of Impairments of Financial Assets, NET, page F-56
14.Clarify why it is appropriate to include the impairment reversal of € 21,375,000, relating
to receivables from the Silicon Group, in operating income. In your response, clarify the
nature of the transactions that resulted in the initial recognition of these receivables.
10. Trade Receivables and Other Receivables, page F-57
15.Clarify whether the €4,448,000 receivable from the Silicon Group as of June 30, 2023 was
subsequently received. Otherwise, please clarify how you assessed recoverability of this
receivable.
16.Clarify the nature of the €10,625,000 million Other receivables balance as of June 30,
2023 and how you assessed recoverability.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 January 11, 2024 Page 5
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
January 11, 2024
Page 5
Financial Statements of SCHMID Group for the Years Ended December 31 2022 and 2021
1. Business Description, page F-69
17.Your disclosure indicates that all of the legal entities disclosed in Note 2 were under
common control of Gebr. SCHMID GmbH for all periods presented, except for two joint
ventures which are accounted for using the equity method. Clarify the specific entities or
individuals that own each of the legal entities disclosed in Note 2 and how they are under
common control. Clarify the authoritative accounting literature upon which you are
relying in determining common control and presenting combined financial statements.
6. Revenue From Contracts With Customers and Cost of Sales, page F-84
18.We note your response to prior comment 30. Please revise your disclosure to clarify that
long-term development, installation of machines, and extended warranty revenue are
included in the “Machines” category and revenue from installations of modifications,
repair services and inspections is included in the “Service” category.
19.We note your response to prior comment 33. Tell us what consideration you gave to
disclosing the information required by paragraph 34 of IFRS 8, including the total amount
of revenue recognized from each customer representing 10% or more of your total
revenue.
23. Equity, page F-95
20.Your disclosure indicates that an entity previously under common control was sold in
November 2021 and the net proceeds from the sale of €13.1 million were reinvested in the
company and presented within Owners’ Net Investment in the Combined Statements of
Changes in Equity. Please further clarify your accounting for this transaction, including
how the proceeds are reflected in your Statements of Cash Flow. Clarify if this entity was
included in your combined financial statements prior to the sale, the carrying value of the
net assets sold and any gain or loss recognized upon sale.
Exhibits
21.We note that you filed the fairness opinion as an exhibit; however, please also file a legal
opinion as an exhibit to the registration statement. Refer to Item 21 of Part II of
Instructions to Form F-4.
General
22.We note your response to prior comment 46. Please revise or explain how the potential
impact of redemptions on the per share value of the shares owned by non-redeeming
shareholders will remain the same or virtually the same across all three redemption levels.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 January 11, 2024 Page 6
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
January 11, 2024
Page 6
23.We note your response to prior comment 47. Please revise to disclose all possible sources
and extent of dilution that shareholders who elect not to redeem their shares may
experience in connection with the Business Combination and the impact of each
significant source of dilution at each redemption level.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Alexandra Barone at 202-551-8816 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       George Hacket