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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.
    February 6, 2024

    Washington, D.C. 20549-0404

 Re Pegasus
                                            Digital Mobility Acquisition Corp. / Pegasus TopCo B.V.

Registration Statement
on Form F-4

Filed December 22,
2023, File No. 333-274701

Responses
to Staff comments made by letter dated January 11, 2024

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

On
behalf of our client, Pegasus TopCo B.V. (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 January 11, 2024 (the "Comment Letter") in connection with the Company's Registration
Statement on Form F-4, filed on December 22, 2023, (the "Registration Statement"). Concurrent with the submission
of this response letter, the Company is submitting Amendment No. 2 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.

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.

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 the voting power percentage that will be controlled by Anette Schmid and Christian Schmid and the Community of Heirs (of which
Anette Schmid and Christian Schmid are the sole beneficiaries) post-Business Combination. The Company has also revised the cross-reference
to be specific to the 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.

Company
Response: In response to the Staff’s comment, the Company has revised the cover page of the Registration Statement
and detailed the disclosure that the approval of the New York Stock Exchange listing application is a condition to closing of the Business
Combination Agreement.

 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.

Company
Response: In response to the Staff’s comment, the Company has revised the cover page of the Registration Statement
to clarify that there is a significant risk the revised minimum cash condition (which now aligns with the minimum redemption scenario)
may not be met. In addition, the Company has modified the scenarios shown to now include a scenario of $45,000,000 which satisfies the
minimum cash condition in full and two scenarios in which a substantial amount of Class A shares are redeemed (so that only $20,000,000,
respectively, $5,000,000 remain in the Trust Account, in each case subject to a specific waiver of the minimum cash condition). On January 29,
2024, a change in the closing condition was agreed in by signing the Second Amendment to the Business Combination Agreement which increased
the minimum cash condition to $45,000,000, of which $10,000,000 can also be raised through a debt instrument. If the minimum cash condition
is not met and not waived the Business Combination would not be consummated.

Summary

Organizational Structure, page 26

 4. Please revise your organizational
                                            charts to include ownership percentages among the various entities.

    -2-

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company
Response: In response to the Staff’s comment, the Company has revised the Organizational Structure charts to include
the ownership percentages of 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.

Company
Response: In response to the Staff’s comment, the disclosure has been amended to identify all of the key persons involved
in the transaction and the disclosure now identifies who from the 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.

Company
Response: In response to the Staff’s comment, the disclosure has been amended to clearly state why the fairness opinion
was obtained and the required information of Item 1015 was added to the disclosure. Please note that following the signing of an amendment
to the Business Combination Agreement dated January 29, 2024, a revised fairness opinion was obtained which has been annexed to
the revised F-4/A filing.

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.

Company
Response: In response to the Staff’s comment, the disclosure has been amended to disclose the key projections that the
Pegasus Board relied on in formulating an opinion on the transaction in May 2023. In addition, please note the amendment to the
Business Combination Agreement dated January 29, 2024 has been approved by the Pegasus Board based on revised projections which
are set out in the disclosure. The projections are now clearly set out in Schmid's MD&A and the revised F-4/A cross-references to
these sections. The EBITDA forecasts disclosed in the revised F-4/A formed the key basis of determination to enter into the transaction
next to the other details of the transaction, the agreements set out in the F-4/A, the fairness opinion and the overall due diligence
performed and described in the "Background" section of the revised F-4/A.

    -3-

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

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.

Company
Response: In response to the Staff’s comment, the disclosure has been amended to include a tax opinion pursuant to Item
601(b)(8).

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.

Company
Response:  In response to the Staff’s comment the Company has updated pro forma statement of profit or loss to give
effect to the additional transaction costs expected to be incurred by Pegasus. In addition, note that the pro forma section in the disclosure
has been updated to reflect the changes agreed to the transaction structure on January 29, 2024.

 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.

    -4-

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company
Response: The Company acknowledges 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. Further, the Company acknowledges that Article 11-02 of Regulation S-X requires
transaction accounting adjustments to the pro forma balance sheet to reflect the accounting for the transaction as required by the applicable
accounting guidance (i.e., IFRS).

The directors and officers that received the
Class B ordinary shares and Private Placement Warrants must maintain employment up until the consummation of the business combination,
otherwise they forfeit the awards. However, there is no requirement to maintain employment after the Closing. This represents a performance
condition which requires Pegasus to recognize compensation expense once the achievement of the performance condition (i.e., closing of
the business combination) is probable.

Related to the transfer of the Class B ordinary
shares, the Company respectfully advises the staff that the shares were not derecognized from the Pegasus historical financial statements;
however, no compensation expense has been recognized in the historic financial statements. In order to reflect this in the pro forma
statement of financial position, adju