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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
    February 27, 2024

    100 F Street, N.E.

    Washington, D.C. 20549-0404

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

Registration Statement
on Form F-4, File No. 333-274701

Responses
to Staff comments made by letter dated February 23, 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 February 23, 2024 (the "Comment Letter") in connection with the Company's Registration Statement
on Form F-4, filed on February 7, 2023, (the "Registration Statement"). Concurrent with the submission of this
response letter, the Company is submitting Amendment No. 3 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.

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

Amendment No. 2 to Registration Statement
on Form F-4

Risk Factors

Risks Related to Taxes

We may be subject to the Excise Tax included
in the Inflation Reduction Act of 2022 in connection with redemptions of our public shares, page 96

 1. Your revised disclosure in response to prior comment 11 indicates that you believe you will not be
subject to the excise tax due to the Netting Rule. However, in your response to prior comment 19, included in your letter dated December 22,
2023, you indicate that the excise tax does not apply to redemptions of Pegasus shares as Pegasus is domiciled in the Cayman Islands,
and you have taken the position that this tax does not apply to redemptions of shares as it is not a U.S. domestic corporation. Please
revise your disclosures to clarify the basis for your position that you will not be subject to the excise tax relating to the actual redemptions
that have taken place after January 1, 2023 and the assumed redemptions in your minimum and maximum redemption scenarios.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure to clarify that it continues to
be the position of the Company that as Pegasus is not a U.S. domestic corporation, and the cash flows associated with the redemption do
not involve any payments to Pegasus from any related U.S. domestic corporations, the redemptions are not subject to excise tax. The disclosure
has been further revised to clarify the basis for the Company's position, including in relation to actual redemptions in 2023 and the
assumed redemptions in the minimum and maximum redemption scenarios at closing in 2024.

The Business Combination

The Pegasus Board's Reasons for the Business
Combination

Consideration to be paid for the Target,
page 120

 2. Your disclosure indicates that the revised valuation of Schmid was based on the 2023 and 2024 projections
included in Schmid’s Management’s Discussion and Analysis of Financial Condition and Results of Operations. Please clarify
the valuation methodology used and the other significant assumptions made in determining the valuation. If multiples of comparable companies
and transactions were used in determining the value, please clarify the comparable companies used and the basis for their selection. Please
also disclose the material assumptions underlying your projections for 2024, that you disclose on page 194. Explain the reasons for
increases in projected revenue and EBITDA for FY 2024 as compared to actual amounts achieved for FY 2023 and FY 2022 and clarify why these
assumptions are reasonable. Please also disclose the specific factors or contingencies that could impact achievement of the projections.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure in the Amended Registration Statement
to clarify the valuation methodology used and other significant assumptions made in determining the valuation. In addition, the Company
has revised the disclosure to specify material assumptions underlying the projections for 2024 that have been disclosed in the Amended
Registration Statement. The Company has also revised its risk factor disclosure to provide more clarity on the specific factors and contingencies
that could impact the achievements of the projections. In addition, the following answer provides a summary in relation to the revised
(and existing) disclosure in the Amended Registration Statement that was the basis for the valuation:

    - 2 -

    Clifford Chance

    PARTNERSCHAFT
    MIT

    BESCHRÄNKTER
    BERUFSHAFTUNG

 ● The Schmid Group's products are an important part of the semiconductor ecosystem. To determine the valuation
of the Schmid Group, public comparable companies were determined to be the best methodology for valuation based on one year forward forecasts
of EBITDA (FY2024).

 ● Pegasus evaluated a broad range of companies across the comparable industry for similar growth profiles
reflecting product advantages in demand by customers noting that the Schmid Group offers a premium product to customers compared to more
commoditized high-volume manufacturing competitors in Asia. Based on these assumptions the following comparable companies were selected:
AIXTRON SE (XTRA:AIXA), ASM International NV (ENXTAM:ASM), ASML Holding N.V. (ENXTAM:ASML), KLA Corporation (NASDA:KLAC), Lam Research
Corporation (NASDAQ:LRCX), MKS Instruments, Inc. (NASDAQ:MKSI), Mycronic AB (publ) (OM:MYCR), Nordson Corporation (NASDAQ:NDSN) and
Nova Ltd (NASDAQ:NVMI). At the time of the initial signing of the Business Combination Agreement in May 2023, the 2023 EBITDA Margin
(estimated) of these comparable companies ranged from 9% and 31% (compared to an EBITDA margin range for 2023 (estimate) for the Schmid
Group at that time of 31% to 37%). The comparable companies resulted in a median enterprise value to 2023E EBITDA multiple of 19.0x with
the Schmid Group's contractually agreed enterprise value of USD 640 million at the time comparable to the valuation of these relevant
comparable competitor companies.

 ● The Schmid Group missed the forecasts for 2023, which were revised down at the end of 2023, most notably
due to industry trends (such trends are included in the disclosure in the Amended Registration Statement). Upon evaluating 2023 actual
results, Pegasus reevaluated the comparable companies based on estimated 2024 EBITDA forecasts. This resulted in the inclusion of several
companies with slower growth over 2021 – 2024 (estimates) and a broader margin profile. The additional comparable companies were
Applied Materials, Inc. (NASDAQ:AMAT), Elmos Semiconductor SE (XTRA:ELG), Infineon Technologies AG (XTRA:IFX), NXP Semiconductors
N.V. (NASDAQ:NXPI), Siltronic AG (XTRA:WAF) and STMicroelectronics N.V. (NYSE:STM). Within this comparable set, the Schmid Group's revised
valuation is positioned favorably with its premium technical product and technology customer relationships compared to the median enterprise
value to 2024E EBITDA multiple of 16.0x.

 ● Significant due diligence was completed in relation to the 2024 EBITDA forecast of the Schmid Group and
a conservative estimate was used at EUR 35 million as set out in the Amended Registration Statement. The Schmid Group expects that most
of its order backlog will be realized in 2024 which will support its 2024 results. In addition, the disclosed 2024 revenue projection
of EUR 130 million does for instance not incorporate the effect of a potential additional order by a large US customer with a large order
volume (in order to provide a conservative estimate).

    - 3 -

    Clifford Chance

    PARTNERSCHAFT
    MIT

    BESCHRÄNKTER
    BERUFSHAFTUNG

Material Tax Consequences, page 129

 3. We note your response to prior comment 8 and that you obtained a tax opinion from counsel. Please revise
your disclosure accordingly. In this regard, we note your disclosure on page 129 that “no opinion of counsel has been obtained.”

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure accordingly and now states that
an opinion of counsel has been obtained which was filed as an exhibit to the Amended Registration Statement.

Unaudited Pro Forma Condensed Combined Statement
of Financial Position, page 170

 4. We note that your presentation under the “Assuming High Redemptions” scenario results in
a negative cash and cash equivalents amount. Please clarify how this presentation complies with Article 11-02(a)(6)(i)(A) of
Regulation S-X. Tell us your consideration of classifying this amount as a liability. In addition, please add a footnote to discuss the
negative cash and cash equivalents balance and to explain how Pegasus would need to raise additional funds in the high redemption scenario
as discussed on page 11.

Company
Response: In response to the Staff’s comment the Company has updated the presentation in the unaudited pro forma condensed
combined statement of financial position to classify the negative cash position as a liability. Further, the Company has added Note P
to explain how Pegasus would need to raise additional funds in the high redemption scenario to have sufficient cash to pay all transaction
expenses at Closing.

The Company notes that the disclosure of the high
redemption scenario assumes that the minimum cash condition has been waived, which is not the case as of the date of the Amended Registration
Statement. As to the requirements of Article 11-02(a)(6)(i)(A) of Regulation S-X, the Company believes that the use of June 30,
2023 as the measurement date is the most recent practicable date prior to the effective date that can be adequately used.

Notes to Unaudited Pro Forma Condensed Combined
Financial Information, page 175

 5. Your disclosure in Note L indicates that you included the issuance of 5,000,000 TopCo Shares pursuant
to the Earn-out Agreement in your pro forma balance sheet. Revise your disclosures to clarify the assumptions used in determining the
estimated number of earnout shares that are expected to vest and the fair value of these shares. Please also clarify your accounting for
these shares in your post combination financial statements, including whether they will be accounted for as equity or liabilities and
the factors you considered in making this determination. In your response, clarify if the earn-out shares will also vest upon a change
of control of the post combination company and, if so, how you considered this in determining the classification of these shares.

    - 4 -

    Clifford Chance

    PARTNERSCHAFT
    MIT

    BESCHRÄNKTER
    BERUFSHAFTUNG

Company
Response: In response to the Staff’s comment the Company has revised the disclosure in Note L to clarify that the adjustment
to the Unaudited Pro Forma Condensed Combined Statement of Financial Position assumes that the grant date fair value of the Earnout Shares
is zero. While the Company considered the 5,000,000 TopCo ordinary shares issued as part of the Earnout Agreement (filed on EDGAR on January 29,
2024), given the uncertainty related to the future share price, the Company has, for the purposes of the Unaudited Pro Forma Condensed
Combined Statement of Financial Statements, assumed the probability of meeting the share price requirements is zero and that the resulting
fair value is immaterial. If the probability of vesting were deemed at 100%, the Company would recognize €51,150 thousand of compensation
expense with a corresponding increase to capital reserves.

However, the Earnout Agreement specifies that
the 5,000,000 new ordinary shares of TopCo will be issued as part of the transaction but will be subject to restrictions until they vest.
As such, the Company has made an adjustment to the unaudited pro forma condensed combined statement of financial position to present an
increase to the subscribed capital balance for the nominal value of the 5,000,000 new ordinary shares of TopCo with a corresponding decrease
to capital reserves.

In the post combination financial statements TopCo
will account for the issuance of the Earn-out shares as a share-based payment under IFRS 2. Given that Schmid (TopCo) is the accounting
acquirer and Pegasus does not meet the definition of a business, the Earn-out shares should not be considered as contingent consideration
under IFRS 3.

Background

To determine the appropriate accounting for the
Earnout Agreement under IFRS 2 the Company considered the following relevant terms:

 ● TopCo shall issue the 5,000,000 Earnout Shares at Closing, as part of the Transaction;

 ● 50% of the Earnout Shares shall vest if the TopCo Share price is greater than $15.00 and $18.00 (50% vesting at each price threshold)
for a period of more than twenty (20) days out of thirty (30) consecutive trading days within three (3) years after the Closing Date;

 ● If there is a change of control event within 3 years of the Closing Date in which the shares are valued at or above the $15.00 and
$18.00 thresholds, the Earnout Shares shall vest in accordance with those thresholds;

 ● Unvested shares are subject to restrictions on voting, distributions, transferring the shares, and exercising other rights;

 ● If the Earnout Shares do not vest within three (3) years after the Closing Date they shall be forfeited;

 ● Vesting does not depend on the employment or service of the holders of the Earnout Shares (i.e., no explicit or implict service condition
exists).

Classification

A share-based payment transaction that is within
the scope of IFRS is classified as either an equity-settled or cash-settled share-based payment transaction. IFRS 2 defines an equity-settled
share-based payment transaction as a share-based payment transaction in which the entity

 A. receives goods or services as consideration for its own equity instruments (including shares or share options), or

    - 5 -

    Clifford Chance

    PARTNERSCHAFT
    MIT

    BESCHRÄNKTER
    BERUFSHAFTUNG

 B. receives goods or services but has no obligation to settle the transaction with the supplier.

IFRS 2 defines a cash-settled share-based payment
transaction as “a share-based payment transaction in which the entity acquires goods or services by incurring a liability to transfer
cash or other assets to the supplier of those goods or services for amounts that are based on the price (or value) of equity instruments
(including shares or share options) of the entity or another group entity.”

Based on the terms within the Earnout Agreement,
the Company has concluded that classification as an equity-settled share