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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

    March
    25, 2024

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 March 15, 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 March 15, 2024 (the "Comment Letter") in connection with the Company's Registration
Statement on Form F-4, filed on March 12, 2023, (the "Registration Statement"). Concurrent with the submission
of this response letter, the Company is submitting Amendment No. 5 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. 4 to Registration Statement
on Form F-4

Unaudited Pro Forma Condensed Combined
Financial Information

Notes to Unaudited Pro Forma Condensed
Combined Financial Information, page 181

 1. We note your response to prior
                                            comment 3. While we understand there might be significant estimates involved in the determination
                                            of the fair value of the Earnout shares, Rule 11-02(6) of Regulation S-X requires
                                            that pro forma adjustments be made using information as of the most recent practicable date.
                                            As such, estimates should be made using the share price of TopCo Ordinary shares and other
                                            assumptions as of a recent date. As noted by Rule 11-02(10), if the transaction is structured
                                            in such a manner that significantly different results may occur, the company can provide
                                            additional pro forma presentations which give effect to the range of possible results. Please
                                            clarify if the compensation charge calculated under IFRS 2, using assumptions as of the most
                                            recent practicable date, is zero, or is not material. If so, revise your disclosure to describe
                                            the significant assumptions made and the basis for these assumptions. If not, revise your
                                            presentation to include the compensation expense as calculated under IFRS 2 and describe
                                            the significant assumptions made and the basis for these assumptions.

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 considering the Staff’s comment, the Company reconsidered the most appropriate accounting and presentation
for the impact of the issuance of the Earn-out Shares on both the pro forma financial information and post combination financial statements.
As noted in the response to Question #5 of the SEC Staff’s comment letter issued on February 23, 2024, the Company believes
the Earn-out Agreement is within the scope of IFRS 2; however, after reconsideration and as described below, the Company concluded that
the impact of the Earn-out Agreement is already included in the pro forma adjustment for the IFRS 2 charge described in Transaction Accounting
Adjustment (J) and a separate adjustment is not necessary.

As the transaction is considered a reverse merger,
the Company is recognizing the excess of the consideration transferred (fair value of TopCo Shares issued to Pegasus Shareholders) over
the fair value of Pegasus’s identifiable net assets acquired as compensation expense for the service of a stock exchange listing
(“IFRS 2 Charge”). The Company is estimating the fair value of the TopCo Shares issued based on the market price of Class A
Ordinary Shares of Pegasus, given the one-to-one conversion upon Closing.

While the value of the consideration given up
theoretically comprises two components (value of a stand-alone share and the value of the earnout), the fact that the Company is deriving
the value of the consideration by reference to the more readily determinable public share price of Pegasus renders any adjustment/consideration
of the two separate components unnecessary because the value of each is theoretically reflected in the public share price pre-consummation.
More specifically, the Company concluded that any value that may accrue to the benefit of the Schmid shareholders (and, consequently,
to the detriment of the Pegasus shareholders) as a result of the Earn-out Agreement would also be reflected in the share price of Pegasus
prior to consummation.

Accordingly, the Company concluded that the publicly
quoted share price of Pegasus Class A Ordinary Shares reflects the incremental reduction in the fair value transferred to Pegasus
Shareholders due to the Earn-out Agreement, given the public investors would fully utilize the information announced in the Earn-out
Agreement on January 28, 2024, to make their investment decisions. Therefore, the Company concluded that no separate fair value
adjustment is necessary for the Earn-out Agreement as the fair value will be inherently reflected within the quoted price of Pegasus
Shares used in valuing the consideration given to Pegasus’ shareholders and in deriving the deemed cost of the listing services.
The Company has updated the disclosure concerning Transaction Accounting Adjustment (J) to appropriately disclose that the Earn-out
Agreement is considered in determining the IFRS 2 Charge.

    - 2 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

The Company acknowledges that this approach is
only appropriate (and necessary) in the context of a reverse acquisition where the value of the consideration given up is derived by
observing the more readily determinable share price of the “target.” In a traditional acquisition (or a reverse acquisition
where consideration given up was calculated directly through derivation of the fair value of the acquirer), the Company acknowledges
that the value of the acquirer and the earn-out would need to be separately considered and calculated.

Liquidity and Capital Resources, page 206

 2. We note your response to prior
                                            comment 4 that you do not believe the restrictions mentioned within page 59 meet the
                                            requirements of “restricted net assets” as defined in Rule 1-02(dd) of Regulation
                                            S-X. Your risk factor disclosure cites common restrictions for Chinese based companies that
                                            have resulted in Rule 4-08(e) and 5-04 of Regulation S-X disclosures in practice.
                                            You disclose: “As a result, our 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.” Also, you note as an example that the
                                            company entered into a licensing agreement with a Chinese subsidiary and in payment, €15
                                            million was transferred out of the subsidiary to the company. However, Rule 1-02(dd)
                                            of Regulation S-X defines Restricted Net Assets as those that may not be transferred to the
                                            parent company by subsidiaries in the form of loans, advances or cash dividends without the
                                            consent of a third party (i.e., lender, regulatory agency, foreign government, etc.).
                                            It appears that the licensing arrangement involves the payment of compensation in exchange
                                            for products or services. Clarify how you consider this arrangement to be included in this
                                            definition. Please also clarify whether under current Chinese law your Chinese subsidiary
                                            can only pay dividends out of retained earnings and, if so, how you considered this in determining
                                            its ability to transfer its net assets to you in the form of loans, advances or cash dividends.
                                            To the extent these restricted net assets meet the quantitative thresholds in Rule 5-04
                                            of Regulation S-X, please include Schedule 1 and the disclosures required by Rule 4-08(e)(3) of
                                            Regulation S-X. Also, see Instruction 5 to Item 303(b) of Regulation S-K.

Company
Response: The Company acknowledges the Staff’s comment and notes that the €15 million payment was in exchange for
products and services and is not within the scope of the guidance referenced by the Staff. Additionally, as detailed in our risk factor,
dividends from our Chinese subsidiary may only be paid out of retained earnings; however, upon further review the Company does not believe
these restrictions to be material to the results of operations. That is, the Company does not believe there is a circumstance in which
a limitation of dividends to their share of the retained earnings balance of the Chinese subsidiary would cause the Company to not be
able to meet its financial obligations. As such, the Company has removed the relevant language from two separate risk factors from the
 "Risks Related to our Operations section" of the Registration Statement and in addition removed another reference. As these
restrictions do not present material risks to the Company’s ability to operate, the Company does not believe the requirements set
out by Rule 5-04 and Rule 4-08(e)(3) are applicable.

    - 3 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

In relation to your query whether Chinese assets
can be transferred or returned by a loan or advances from the Chinese subsidiary to its German parent, Gebr. Schmid GmbH, the Company
notes that the Chinese SAFE regulation (Chinese State Administration of Foreign Exchange) allows such transfers of assets. In China,
it is necessary to obtain foreign exchange approval from SAFE for such transfers such as Company loans to Gebr. Schmid GmbH. The SAFE
has been delegated to the relevant local banks making the transfer. Banks will screen necessary, formal documentation and then execute
the transfer. For an internal corporate loan between the Chinese subsidiary as lender and Gebr. Schmid GmbH as borrower, the specifications
are different for each case. However, in general, certain documentation (including tax documents) are required with variations between
cities and districts in China and differences between individual banks handling the transfer. In principle, however, capital can be transferred
from the Chinese subsidiary to Gebr. Schmid GmbH in form of a loan or in exchange of products and services (similar to €15 million
payment made as stated above) in an unlimited amount. There are two primary schemes for extending loans to offshore affiliates such as
Gebr. Schmid GmbH: loans in foreign currency regulated by the State Administration for Foreign Exchange (SAFE) and RMB loans regulated
by the People's Bank of China (PBOC). While SAFE scheme allows foreign currency but limited to 30% of the registered capital, the PBOC
scheme is unlimited as long as the funds are self-owned. However, the transfer is made in RMB so that an exchange into e.g. Euro is subsequently
necessary. However, such a currency exchange is generally possible in London or Frankfurt and as such unlimited intergroup loans can
be made, if required.

If you have any questions regarding the Amended
Registration Statement, please contact with George Hacket at +49 69 7199 3103 or george.hacket@cliffordchance.com or Axel Wittmann at
Axel.Wittmann@CliffordChance.com or under +49 69 7199 1528.

    Sincerely,

    /s/
    George Hacket

    c.c.
    Pegasus Digital Mobility Acquisition
    Corp

    Jeremy Mistry

    - 4 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Annex A

    - 5 -