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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

                                                       Laura Veator, Stephen Krikorian, Alexandra

                                                     Barone, and Jeff Kauten

                                                     United States Securities & Exchange Commission

                                                     Division of Corporation Finance

                                                     100 F Street, N.E.

                                                     Washington, D.C. 20549-0404

    December 22, 2023

    Re
    Pegasus Digital Mobility Acquisition Corp.

    Registration Statement on FormF-4

    Filed September26, 2023, File No.333-274701

    Responses to Staff comments made by letter dated October24, 2023

Dear Ms. Veator, Mr. Krikorian, Ms. Barone,
and Mr. Kauten:

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
comments contained in the Staff's letter dated October 24, 2023 (the "Comment Letter") in connection with the Company's
Registration Statement on Form F-4, filed on September 26, 2023, (the "Registration Statement"). Concurrent
with the submission of this response letter, the Company is submitting Amendment No. 1 of the Registration Statement on Form F-4
(the "Amended Registration Statement") via EDGAR. The Amended Registration Statement contains updates in response to
the Staff's comments made in the Comment Letter. Attached as Annex A to this letter is a marked copy showing the changed pages of
the Amended Registration Statement for reference.

The Staff's comments are reproduced below in italics
and are followed by the Company's response. Capitalized terms used but not otherwise defined herein have the meanings set forth in the
Amended Registration Statement.

Registration Statement 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.

Clifford
Chance LLP is a limited liability partnership registered in England and Wales under no. OC323571. The firm's registered office and principal
place of business is at 10 Upper Bank Street London E14 5JJ. The firm uses the word "partner" to refer to a member of Clifford
Chance LLP or an employee or consultant with equivalent standing and qualifications. The firm is authorised and regulated by the Solicitors
Regulation Authority under SRA number 447778.

    Clifford Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company Response: In response to the
Staff’s comment, the Company has revised the cover page of the Registration Statement to clarify consummation of PIPE investments
are not a condition to or necessary for the completion of the Business Combination. There have been negotiations with potential PIPE
investors, but no investment agreements have been reached. Should any PIPE investment agreements be reached, the definitive agreement
will be filed with the commission via EDGAR and the Registration Statement will be revised to include appropriate disclosure.

 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."

Company Response: In response to the Staff’s
comment, the Company has revised the cover page of the Registration Statement to show the voting powers of the company directors
and executive officers and added wording to clarify the company will be a "controlled company" after the Business Combination.
A cross-reference to the risk factor disclosure has also been included.

 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.

Company Response: In response to the Staff’s
comment, the Company has revised the cover page of the Registration Statement to clarify that a successful listing on the NYSE is
a condition to closing of the Business Combination. A cross-reference to the risk factor disclosure has also been included.

 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.

Company Response: In response to the Staff’s
comment, the Company has revised the cover page of the Registration Statement to adjust the disclosure on the ownership levels in
TopCo also assuming maximum redemptions. We note that the maximum redemption scenario now included assumes that the minimum cash condition
is waived, but includes an assumption that redemptions do not exceed expected costs and expenses from the Business Combination.

     - 2 -

    Clifford Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

 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.

Company Response: In response to the Staff's
comment, the Company has revised the registration statement to further discuss the likelihood of the $35 million minimum cash proceeds
condition being met and risks of it not being fulfilled. The Company has also revised the registration statement to discuss the possibility
that more than 1,588,144 shares will be redeemed and what consequences may arise in that case.

Summary

Organizational Structure

 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.

Company Response: In response to the Staff’s
comment, the Company has added a corporate organizational charts to the Registration Statement illustrating the relationships between
the entities.

Risk Factors

 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.

Company Response: In response to the Staff’s
comment, the Company has amended Clause 3.3 of the Form of Warrant Assignment, Assumption and Amendment Agreement, attached to the
Registration Statement as Exhibit 4.1, to clarify that the exclusive forum provision does not apply to claims brought under the Securities
Act or other claims for which the federal district courts of the United States are the exclusive forum. A risk factor disclosure has been
added to the Registration Statement to disclose to investors the potential increased costs resulting from the exclusive forum provisions.
[The form of Warrant Assignment, Assumption and Amendment Agreement, has also been attached to the Second Amendment to the Business Combination
Agreement filed the same date as the amended F-4.]

If we fail to retain existing key customers...

 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.

     - 3 -

    Clifford Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company Response: In response to the Staff’s
comment, the Company has added the total number of customers of the core business for 2021 and 2022 to the risk factor. The Company notes
that the agreements with the top two customers include standard orders for machinery and, in the view of the Company, are thus not material
agreements.

The Sponsor and Pegasus's other directors,
officers, advisors and their affiliates may elect...

 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.

Company Response:  In response to the Staff’s
comment, the risk factor disclosure has been updated to clarify the purpose of such share purchases, should they occur, and that the voting
rights of the shares purchased by Sponsor or Pegasus’s other directors, executive officers, advisors or their affiliates would not
be exercised to approve the Business Combination. Should any share purchases occur outside a redemption offer, the respective Sponsor
or Pegasus’ director, executive officer, advisor or affiliate will comply with the Rule 14e-5 guidance.

The Business Combination

Background of the Business Combination

 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.

Company Response: In response to the Staff's
comment the Company has expanded its disclosure in the Background of the Business Combination section to expand upon the details of the
negotiation stage and relevant persons involved, and to discuss relevant and material terms of the relevant agreements.

 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 MA.

     - 4 -

    Clifford Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company Response: In response to the Staff’s
comment, the Company has attached the fairness opinion to the Registration Statement as Annex K. The fairness opinion was obtained to
provide the Pegasus Board with the additional comfort of an independent assessment of the valuation of Schmid.

The Pegasus Board's Reasons for the Business
Combination

 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.

Company Response: In response to the Staff’s
comment, the Company has expanded upon its disclosure regarding the consideration to be paid for Schmid.

 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.

Company Response: In response to the Staff’s
comment, the Company has further detailed the source of market information in the Registration Statement and further clarified the source.

Material Tax Considerations

 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.

Company Response: In response to the Staff's
comment we respectfully do not consider a tax opinion necessary for this registration statement.

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

     - 5 -

    Clifford Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

 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.

Company Response: In response to the Staff’s
comment the Company has updated the disclosure in the pro forma Statement of Profit and Loss to recognize an expense for the retention
fee.

 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.

Company Response: The Company respectfully
advises the Staff that the estimated transaction costs to be incurred by Pegasus have been excluded from the pro forma statement of profit
or loss f