SecProbe.io

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SCHMID Group N.V. | Robert-Bosch-Str.
32-36 | 72250 Freudenstadt

February 27, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

Re: SCHMID Group N.V. (the “Company”)

Registration Statement on Form F-1

File No. 333-293511

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:00 PM on Tuesday March 3, 2026, or as soon thereafter as is practicable.

We request that we be notified of such effectiveness by a telephone
call or email to our counsel Mr. Axel Wittmann at +49 69 7199 1528 or +49 175 730 5058, Axel.Wittmann@CliffordChance.com.

Very truly yours,

SCHMID Group N.V.

  By:
  /s/ Arthur Schuetz

  Name:
  Arthur Schuetz

  Title:
   Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           February 27, 2026

Christian Schmid
Chief Executive Officer
SCHMID Group N.V.
Robert-Bosch-Str. 32-36
72250, Freudenstadt, Germany

       Re: SCHMID Group N.V.
           Registration Statement on Form F-1
           Filed February 17, 2026
           File No. 333-293511
Dear Christian Schmid:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Matthew Derby at 202-551-3334 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
</TEXT>
</DOCUMENT>

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  Clifford Chance

  Partnerschaft mit

  beschrÄnkter Berufshaftung

  Junghofstrabe
  14

  60311 Frankfurt am Main

  Germany

  Tel +49 69 7199 01

Fax +49 69 7199 4000

  www.cliffordchance.com

VIA EDGAR

Lauren Pierce and Kathleen Krebs

United States Securities & Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0404

September 27, 2024

  Re
  SCHMID Group N.V.

  Registration Statement on Form F-1

  File No. 333-280095

  Acceleration Request

  Requested Date: September 30, 2024

  Requested Time: 3:00 PM Eastern Time

Dear Ms. Pierce, and Ms. Krebs,

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, SCHMID Group N.V. (the “Registrant”) hereby requests acceleration
of the effective date of its Registration Statement on Form F-1 (File No. 333-280095), as amended (the “Registration
Statement”), so that it may become effective 3:00 p.m. Eastern Time on September 30, 2024.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company’s U.S. counsel, Clifford Chance PmbB.

We
request that we be notified of such effectiveness by a telephone call to Mr. Hacket
at +49 69 7199 3103, or in his absence Mr. Wittmann at +49 69 7199 1528, of Clifford Chance PmbB. We
also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration
Statement be sent to Clifford Chance PmbB, attention: George Hacket, via facsimile +49
69 7199 4000.

Sincerely,

  /s/ C. Schmid

  Chief Executive Officer

c.c.            George
Hacket and Axel Wittmann, Clifford Chance PmbB

Clifford
Chance Partnerschaft mit beschrÄnkter Berufshaftung von RechtsanwÄlten,

 Steuerberatern und Solicitors · Sitz: Frankfurt
am Main · AG Frankfurt am Main PR 2669.

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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

    Lauren Pierce and Kathleen Krebs

    United States Securities & Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.
    September 5,
    2024

    Washington, D.C. 20549-0404

Re SCHMID
                                            Group N.V.

  Registration Statement on Form F-1, File No. 333-280095

  Responses
                                        to Staff comments made by letter dated August 16, 2024

Dear Ms. Pierce, and Ms. Krebs:

On
behalf of our client, SCHMID Group N.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 August 16, 2024 (the "Comment Letter") in connection with the Company's Amendment No. 1
to Registration Statement on Form F-1, filed on August 2, 2024, (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-1
(the "Second Amendment to the Registration Statement") via EDGAR. The Second Amendment to the 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. 1 to Registration Statement
on Form F-1

Summary of Prospectus, page 7

 1. We note your response to prior
                                            comment 2 and reissue in part. Please revise the prospectus summary to disclose your "controlled
                                            company" status, your controlling shareholders, and the voting power percentage of your
                                            controlling shareholders.

Company
Response: The Company acknowledges the Staff's Comment and has added the disclosure regarding the Company's "controlled
company" status, its controlling shareholders, and the voting power percentage of its controlling shareholders to the prospectus
summary.

The Offering, page 14

 2. We note your response to prior
                                            comment 1, which indicates that 87,565 shares have now been issued to Appleby as a set-off
                                            of legal fees due and the remaining shares to two Korean investors have been removed from
                                            the registration statement since the shares have not been issued and it is unclear whether
                                            they will be issued to these two investors. Please continue to update your disclosure to
                                            be consistent with the issuance of the 87,565 ordinary shares and non-issuance of the other
                                            35,000 ordinary shares. For example, it appears you should update the information in the
                                            following sections: The Offering (page 14), Use of Proceeds (page 55), Selling
                                            Securityholders (page 116), Shares Eligible for Future Sale (page 141), and Unregistered
                                            Sales of Securities (page II-1). These are just examples.

Company
Response: The Company acknowledges the Staff's Comment and has amended the disclosures throughout the Registration Statement
but in particular on pages 14 (The Offering), 55 (Use of Proceeds), 116 (Selling Securityholders), 141 (Shares
Eligible for Future Sale), and II-2 (Unregistered Sales of Securities), to remove mention of the two Korean investors, who
will not be issued shares any more, and reflect that 87,565 Ordinary Shares were issued to Appleby on July 9, 2024.

Selling Securityholders, page 118

 3. We note your response to prior
                                            comment 10. Please revise to also discuss how Pegasus Digital Mobility Sponsor LLC received
                                            its warrants.

Company
Response: The Company acknowledges the Staff's Comment and has amended the disclosure on page 118 (Selling Securityholders)
to clarify when and how Pegasus Digital Mobility Sponsor LLC acquired its Private Warrants.

Recent Sales of Unregistered Securities,
page II-1

 4. Please disclose the date of
                                            sale for each unregistered sale of securities. Refer Item 701(a) of Regulation S-K.

Company
Response: The Company acknowledges the Staff's Comment and has amended the disclosure on pages II-1 and II-2 to specify
the dates of sale for each unregistered sale of securities.

    - 2 -

    Clifford
                           Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Exhibits

 5. Please
                                            provide legality opinions that opine on all of the securities being registered. We note that
                                            the filed legality opinion does not state to which securities it pertains. The opinion also
                                            does not appear to address the legality of the ordinary shares already issued. We further
                                            note that there is no opinion regarding whether the warrants in the offering are binding
                                            obligations of the registrant under the law of the jurisdiction governing the warrant agreement.
                                            Refer to Sections II.B.1.f and II.B.2.h of Staff Legal Bulletin No. 19.

Company
Response: The Company acknowledges the Staff’s Comment and an updated Dutch legal opinion of Clifford Chance a US legal opinion of Clifford Chance have been added to the
exhibits

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/ Axel Wittmann

c.c. SCHMID
                                            Group N.V.

  Julia Natterer (CFO)

    - 3 -

    Clifford
                           Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Annex A

    - 4 -

August 16, 2024
Christian Schmid
Chief Executive Officer
SCHMID Group N.V.
Robert-Bosch-Str. 32-36,
72250 Freudenstadt, Germany
Re:SCHMID Group N.V.
Amendment No. 1 to Registration Statement on Form F-1
Filed August 2, 2024
File No. 333-280095
Dear Christian Schmid:
            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 June 24, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Summary of Prospectus, page 7
1.We note your response to prior comment 2 and reissue in part. Please revise the
prospectus summary to disclose your "controlled company" status, your controlling
shareholders, and the voting power percentage of your controlling shareholders.
The Offering, page 14
We note your response to prior comment 1, which indicates that 87,565 shares have now
been issued to Appleby as a set-off of legal fees due and the remaining shares to two
Korean investors have been removed from the registration statement since the shares have
not been issued and it is unclear whether they will be issued to these two investors. Please
continue to update your disclosure to be consistent with the issuance of the 87,565
ordinary shares and non-issuance of the other 35,000 ordinary shares. For example, it 2.

August 16, 2024
Page 2
appears you should update the information in the following sections: The Offering (page
14), Use of Proceeds (page 55), Selling Securityholders (page 116), Shares Eligible for
Future Sale (page 141), and Unregistered Sales of Securities (page II-1). These are just
examples.
Selling Securityholders, page 118
3.We note your response to prior comment 10. Please revise to also discuss how Pegasus
Digital Mobility Sponsor LLC received its warrants.
Recent Sales of Unregistered Securities, page II-1
4.Please disclose the date of sale for each unregistered sale of securities. Refer Item 701(a)
of Regulation S-K.
Exhibits
5.Please provide legality opinions that opine on all of the securities being registered. We
note that the filed legality opinion does not state to which securities it pertains. The
opinion also does not appear to address the legality of the ordinary shares already issued.
We further note that there is no opinion regarding whether the warrants in the offering
are binding obligations of the registrant under the law of the jurisdiction governing
the warrant agreement. Refer to Sections II.B.1.f and II.B.2.h of Staff Legal Bulletin No.
19.
            Please contact Lauren Pierce at 202-551-3887 or Kathleen Krebs at 202-551-3350 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Axel Wittmann, Esq.

CORRESP
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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

    Lauren Pierce and Kathleen Krebs

    United States Securities & Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.
    August 2, 2024

    Washington, D.C. 20549-0404

  Re
  SCHMID Group N.V.

Registration Statement
on Form F-1, File No. 333-280095

Responses
to Staff comments made by letter dated June 24, 2024

Dear Ms. Pierce, and Ms. Krebs:

On
behalf of our client, SCHMID Group N.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 June 24, 2024 (the "Comment Letter") in connection with the Company's Registration Statement on Form F-1,
filed on June 6, 2024, (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-1 (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 on Form F-1

Cover Page

 1. You disclose that you are registering for resale up to 122,565 ordinary shares to be issued to certain
selling securityholders under non-redemption and investment agreements. Please confirm that these shares have been issued and are outstanding.
If not, please tell us why you believe it is appropriate to register the resale of these shares at this time.

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: The Company acknowledges the Staff's Comment and notes that 87,565 ordinary shares have now been issued to Appleby
as a set-off of USD 1 million in legal fees due to Appleby. The remaining shares (in relation to two Korean investors) have been removed
from the registration statement, as such sales have not been issued and it is unclear whether such shares will be issued to these two
Korean investors. The disclosure in the Amended Registration Statement has been updated accordingly.

 2. We note that you are a "controlled company" within the meaning of the corporate governance
requirements of Nasdaq. Please revise your cover page and summary to disclose your "controlled company" status, your controlling
shareholders and the voting power percentage of your controlling shareholders.

Company
Response: The Company acknowledges the Staff's Comment and has modified the cover page and summary, and added a risk factor
accordingly.

 3. For each of the securities being registered for resale, disclose the price that the selling securityholders
paid for such securities.

Company
Response: The Company acknowledges the Staff’s Comment and notes the following prices paid for securities by selling
securityholders:

Christian Schmid, Anette Schmid and the Schmid
Community of Heirs were the sole owners of Gebr. Schmid GmbH and received 33,725,000 Ordinary Shares (which includes 5,000,000 earn-out
shares) and 2,000,000 private warrants in Pegasus TopCo B.V., which was renamed SCHMID Group N.V., under the Business Combination Agreement.
Christian Schmid and Anette Schmid each hold 9,394,000 Ordinary Shares and 1,000,000 private warrants. The Community of Heirs holds 14,937,000
Ordinary Shares. The securities were the consideration for the transfer 100% of shares in Gebr. Schmid GmbH to SCHMID Group N.V. (Pegasus
TopCo B.V. at the time). Christian Schmid, Anette Schmid and the Schmid Community of Heirs did not pay a cash amount for their
shares, but at the time of their contribution in kind the share value was $11.42.

Prior to the Business Combination XJ Harbour
HL Limited held 24.1% of the shares in the Gebr. Schmid GmbH subsidiary Schmid Technology (Guangdong) Co., Ltd.. In an
agreement on the sale of that stake back to SCHMID, it was negotatied that XJ Harbour would receive 1,406,361 Ordinary Shares at
Closing and a further three cash payments of $11,864,000, $5,932,000 (within 270 days of Closing) and up to $2.091.254,79 (within
455 days of Closing; the final payment is subject to an interest rate of 6% p.a.) in exchange for the 24.1% stake in Schmid
Technology (Guangdong) Co., Ltd.. This agreement was codified in  the Subscription Agreement and the Business Combination Agreement, both previously filed as exhibits
to the F-4/A filed by SCHMID Group. As such, no dollar amount can be comparably ascribed to the shares XJ received on a value-per-share
basis, as is the case for the other Selling Shareholders.

Pegasus Digital Mobility Sponsor LLC agreed to
convert a debt owed by Pegasus Digital Mobility Acquisition Corp. in the form of promissory notes in the amount of $8,644,528.88 into
an equity stake in SCHMID. Sponsor agreed to purchase 756,964 Ordinary Shares. These were issued to Sponsor following the Closing. As
part of this investment agreement, and in line with other non redemption investors prior to Closing, the Sponsor received Pegasus Class B
shares as part of their investment. These shares were transferred at Closing and are now SCHMID Ordinary Shares. The Sponsor received
939,346 incentive shares of this kind. Effectively having invested $8,644,528.88 for a total of 1,696,310 Ordinary shares, Sponsor effectively
paid a price of $5.10 per share.

    - 2 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Prior to Closing Appleby agreed to set off $1,000,000
owed to them by Pegasus in exchange for shares. Under this investment agreement Appleby received 87,565 Ordinary Shares for an effective
investment of $999,992.30. Appleby also received Pegasus Class B shares as part of their investment. These shares were transferred
at Closing and are now SCHMID Ordinary Shares. Appleby received 108,663 incentive shares of this kind. Effectively having invested $999,992.30
for a total of 196,228 Ordinary shares, Sponsor effectively paid a price of $5.10 per share.

In addition to the 2,000,000 private warrants
held by Christian and Anette Schmid to be registered under this registration statement, Sir Ralf Speth (145,538), Dr. Stefan Berger
(65,581), F. Jeremey Mistry (65,581), John Doherty (118,325), Jeffrey H. Foster (118,325), Steven Norris (118,325) and Florian Wolf (118,325)
all hold private warrants which are also to be registered. They received these from Sponsor, who initially purchased the private placement
warrants for $1 each, for their role as directors and officers of Pegasus under the Warrant Grant Agreement and under the condition of
a lock-up period. The private warrants are exercisable for one Ordinary Share at $11.50 each.

 4. Disclose the exercise prices of the warrants compared to the market price of the underlying security.
Disclose that cash proceeds associated with the exercise of warrants are dependent on your stock price, that the Public Warrants and the
Private Warrants are currently out of the money and, therefore, the company is unlikely to receive proceeds from the exercise of the warrants.
Furthermore, the Private Warrants may be exercised on a cashless basis, which means the company may not receive cash for the exercise
of the Private Warrants if they are in the money. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use
of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on
a prospective basis with your current cash on hand.

Company
Response: The Company acknowledges the Staff’s Comment and has revised the disclosure on the cover page, the summary,
MD&A and use of proceeds section and added disclosure that cash proceeds associated with the exercise of the warrants are dependent
on the stock price. The Company has also added disclosure on the liquidity and discussion of the Company funding its operations and notes
that the Company does not rely on any cash proceeds from the exercise of the warrants.

 5. We note the significant number of redemptions of the Class A common stock in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We
also note that many of the shares being registered for resale were purchased by the selling securityholders for prices considerably below
the current market price of your ordinary shares. Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the ordinary shares.

    - 3 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company
Response: The Company acknowledges the Staff’s Comment and has added a risk factor on this point as well as disclosure
on the Cover Page.

Summary of the Prospectus

Closing of the Business Combination, page 8

 6. Please disclose how the material events that occurred from April 2024 through the consummation
of the business combination facilitated being able to close the Business Combination and list on NASDAQ.

Company
Response: The Company acknowledges the Staff’s Comment and has added disclosure in the summary about the material events
that occurred in April 2024 to be able to close the Business Combination and list on NASDAQ.

Risk Factors, page 18

 7. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of the ordinary shares. To illustrate this risk, disclose the purchase
price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares
outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, certain private investors
have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the
public investors.

Company
Response: The Company acknowledges the Staff’s Comment and has added a risk factor relating to the negative pressure
of potential sales of shares offered under this registration statement based on the percentage of overall shares they represent and because
some selling shareholders could sell at a currently lower trading price and still make a profit.

Management's Discussion and Analysis and
Results of Operations

Liquidity and Capital Resources, page 78

 8. Please expand your discussion of capital resources to address the changes in the company’s liquidity
position since the Business Combination. For example, disclose the total percentage of Pegasus' public shares that were redeemed in connection
with extension votes and the vote on the Business Combination, the resulting amount of funds you received from the trust account and the
transaction costs of the Business Combination. Disclose the amount of debt and other securities issued, net proceeds received, and fees
paid or payable to finance the company and its obligations in connection with and following the Business Combination. Disclose whether
you have sufficient capital resources to meet your cash requirements beyond the next twelve months. If the company is likely to have to
seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital. For example,
disclose that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should highlight the fact that your controlling shareholders
who beneficially own over 66% of your outstanding shares, will be able to sell all of their shares for so long as the registration statement
of which this prospectus forms a part is available for use.

    - 4 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company
Response: The Company acknowledges the Staff’s Comment and has added disclosure in the MD&A under Liquidity and Capital
Resources to address the Staff's comment.

Management

Arrangements with Executive Officers, page 85

 9. Please provide disclosure regarding the compensation of the company's directors and executive officers
for fiscal year 2023. Refer to Item 6.B of Form 20-F.

Company
Response: The Company acknowledges the Staff’s Comment and has added relevant disclosure regarding the compensation of
the company's directors and executive officers for fiscal year 2023.

Selling Securityholders, page 106

 10. Please discuss how each of the selling securityholders received the shares they are offering.

Company
Response: The Company acknowledges the Staff’s Comment and has added further relevant disclosure to the section "Selling
Securityholders.

 11. Please disclose the person(s) who have control over entities listed in the selling securityholder
table.

Company
Response: The Company acknowledges the Staff’s Comment and has added the relevant disclosure to the section "Selling
Securityholders" so far as the Issuer has such information. The shareholding table was also updated reflecting the latest shareholder
information available.

Shares Eligible for Future Sale

Lock-up Arrangements, page 128

 12. Please disclose why the lock-up on certain shares were waived in January 2024 and on the day before the Business Combination
closed on April 29, 2024. Disclose under what circumstances the lock-up on the shares being offered by the selling securityholders
also could be waived.

    - 5 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Company
Response: The Company acknowledges the Staff’s Comment and has added the relevant disclosure to the section "Lock-Up
Arrangements".

Exhibits

 13. Please file an opinion of counsel as to the legality of the securities being registered per Item 601(b)(5) of
Regulation S-K.

Company
Response: The Company acknowledges the Staff’s Comment and an opinion of Clifford Chance has been added to the exhibits

General

 14. Revise your prospectus to disclose the price that each selling securityholder paid for the securities
being registered for resale. Highlight any differences in the current trading price, the prices at which the selling securityholders acquired
their shares and warrants, and the price at which the public securityholders acquired their shares and warrants. Disclose that while some
selling securityholders may experience a positive rate of return based on the cur

United States securities and exchange commission logo
June 24, 2024
Christian Schmid
Chief Executive Officer
SCHMID Group N.V.
Robert-Bosch-Str. 32-36,
72250 Freudenstadt, Germany
Re:SCHMID Group N.V.
Registration Statement on Form F-1
Filed June 10, 2024
File No. 333-280095
Dear Christian Schmid:
            We have conducted a limited review of your 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.
Registration Statement on Form F-1
Cover page
1.You disclose that you are registering for resale up to 122,565 ordinary shares to be issued
to certain selling securityholders under non-redemption and investment agreements.
Please confirm that these shares have been issued and are outstanding. If not, please tell us
why you believe it is appropriate to register the resale of these shares at this time.
2.We note that you are a "controlled company" within the meaning of the corporate
governance requirements of Nasdaq. Please revise your cover page and summary to
disclose your "controlled company" status, your controlling shareholders and the voting
power percentage of your controlling shareholders.
3.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.

 FirstName LastNameChristian Schmid
 Comapany NameSCHMID Group N.V.
 June 24, 2024 Page 2
 FirstName LastName
Christian Schmid
SCHMID Group N.V.
June 24, 2024
Page 2
4.Disclose the exercise prices of the warrants compared to the market price of the
underlying security. Disclose that cash proceeds associated with the exercise of warrants
are dependent on your stock price, that the Public Warrants and the Private Warrants are
currently out of the money and, therefore, the company is unlikely to receive proceeds
from the exercise of the warrants. Furthermore, the Private Warrants may be exercised on
a cashless basis, which means the company may not receive cash for the exercise of the
Private Warrants if they are in the money. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.
5.We note the significant number of redemptions of the Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that many of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of your ordinary shares. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the ordinary shares.
Summary of the Prospectus
Closing of the Business Combination, page 8
6.Please disclose how the material events that occurred from April 2024 through the
consummation of the business combination facilitated being able to close the Business
Combination and list on Nasdaq.
Risk Factors, page 18
7.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
ordinary shares. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price
is significantly below the SPAC IPO price, certain private investors have an incentive to
sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.

 FirstName LastNameChristian Schmid
 Comapany NameSCHMID Group N.V.
 June 24, 2024 Page 3
 FirstName LastName
Christian Schmid
SCHMID Group N.V.
June 24, 2024
Page 3
Management's Discussion and Analysis and Results of Operations
Liquidity and Capital Resources, page 78
8.Please expand your discussion of capital resources to address the changes in the
company’s liquidity position since the Business Combination. For example, disclose the
total percentage of Pegasus' public shares that were redeemed in connection with
extension votes and the vote on the Business Combination, the resulting amount of funds
you received from the trust account and the transaction costs of the Business
Combination. Disclose the amount of debt and other securities issued, net proceeds
received, and fees paid or payable to finance the company and its obligations in
connection with and following the Business Combination. Disclose whether you have
sufficient capital resources to meet your cash requirements beyond the next twelve
months. If the company is likely to have to seek additional capital, discuss the effect of
this offering on the company’s ability to raise additional capital. For example, disclose
that this offering involves the potential sale of a substantial portion of shares for resale and
discuss how such sales could impact the market price of the company’s common stock.
Your discussion should highlight the fact that your controlling shareholders who
beneficially own over 66% of your outstanding shares, will be able to sell all of their
shares for so long as the registration statement of which this prospectus forms a part is
available for use.
Management
Arrangements with Executive Officers, page 85
9.Please provide disclosure regarding the compensation of the company's directors and
executive officers for fiscal year 2023. Refer to Item 6.B of Form 20-F.
Selling Securityholders, page 106
10.Please discuss how each of the selling securityholders received the shares they are
offering.
11.Please disclose the person(s) who have control over entities listed in the selling
securityholder table.
Shares Eligible for Future Sale
Lock-up Arrangements, page 128
12.Please disclose why the lock-up on certain shares were waived in January 2024 and on the
day before the Business Combination closed on April 29, 2024. Disclose under what
circumstances the lock-up on the shares being offered by the selling securityholders
also could be waived.

 FirstName LastNameChristian Schmid
 Comapany NameSCHMID Group N.V.
 June 24, 2024 Page 4
 FirstName LastName
Christian Schmid
SCHMID Group N.V.
June 24, 2024
Page 4
Exhibits
13.Please file an opinion of counsel as to the legality of the securities being registered per
Item 601(b)(5) of Regulation S-K.
General
14.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices at which the selling securityholders acquired their shares and warrants,
and the price at which the public securityholders acquired their shares and warrants.
Disclose that while some selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lauren Pierce at 202-551-3887 or Kathleen Krebs at 202-551-3350 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Axel Wittmann

CORRESP
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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
    March
    27, 2024

100 F Street, N.E.

Washington, D.C. 20549-0404

 Re Pegasus Digital Mobility Acquisition Corp.

Registration Statement
on Form F-4

Filed March 25, 2024,
File No. 333-274701

Acceleration Request

Requested Date: March 28,
2024

Requested Time: 4:00 PM
Eastern Time

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

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Pegasus Digital Mobility Acquisition Corp. (the “Registrant”)
hereby requests acceleration of the effective date of its Registration Statement on Form F-4 (File No. 333-274701), as amended
(the “Registration Statement”), so that it may become effective 4:00 p.m. Eastern Time on March 28,
2024 or as soon as practicable thereafter.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company’s U.S. counsel, Clifford Chance PmbB.

We
request that we be notified of such effectiveness by a telephone call to Mr. Hacket
at +49 69 7199 3103, or in his absence Mr. Wittmann at +49 69 7199 1528, of Clifford Chance PmbB. We
also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration
Statement be sent to Clifford Chance PmbB, attention: George Hacket, via facsimile +49 69 7199 4000.

Sincerely,

    /s/ F.Jeremey Mistry

  Clifford
                                            Chance

PARTNERSCHAFT MIT

BESCHRÄNKTER BERUFSHAFTUNG

c.c.            George
Hacket and Axel Wittmann, Clifford Chance PmbB

    - 2 -

CORRESP
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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 -

United States securities and exchange commission logo
March 15, 2024
Stefan Berger
Director
Pegasus TopCo B.V.
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Re:Pegasus TopCo B.V.
Amendment No. 4 to Registration Statement on Form F-4
Filed March 12, 2024
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 March 6, 2024 letter.
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

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 March 15, 2024 Page 2
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
March 15, 2024
Page 2
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.
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.
            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

CORRESP
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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
    March 12, 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
    March 6, 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 6, 2024 (the "Comment Letter") in connection with the Company's Registration
Statement on Form F-4, filed on February 27, 2023, (the "Registration Statement"). Concurrent with the submission
of this response letter, the Company is submitting Amendment No. 4 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. 3 to Registration Statement
on Form F-4

The Business Combination

The Pegasus Board's Reasons for the Business
Combination

Consideration to be paid for the Target,
page 122

 1. We note your response to prior
                                            comment 2. Please expand your disclosure to specifically 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 expand your
                                            disclosure to explain the underlying reasons for increases in projected orders from your
                                            customers for FY 2024 as compared to FY 2023. Quantify the impact of any new revenue products
                                            included in your projections, such as the commercial ET sales, and the basis for these projections.
                                            Also, clarify the specific macroeconomic conditions and the industry growth trends to which
                                            you refer and how these are different than the conditions that existed in 2023. In this section,
                                            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 Business Combination"
to set out the reasons, assumptions and other disclosures the Staff has requested.

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

 2. Please revise your disclosure
                                            to clarify Schmid’s revised enterprise value based on the 2024 EBITDA forecast and
                                            the multiple that was used in its determination. To the extent the multiple used is greater
                                            than the median multiple of 16.0x of the comparable companies, please further explain Schmid’s
                                            premium technical product and technology customer relationships that support this.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure in "The Business Combination"
to clarify Schmid's revised enterprise value based on its 2024 EBITDA forecast and the multiple used in its determination. The multiple
used is significantly below the median multiple of 16.0x (even if assigning a full value to the earn-out shares as if they had already
vested) and as such no additional disclosure was added except for such disclosure of multiples.

Unaudited Pro Forma Condensed Combined Financial Information

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

 3. In your response to prior comment
                                            5 you indicate that 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. However, you also indicate that you will perform
                                            a fair value assessment to determine the fair value of the Earnout Shares as of the Closing
                                            Date and you will recognize that amount as an expense. Please further clarify why this expense
                                            is not recognized in your Pro Forma Combined Statement of Profit or Loss for the year ended
                                            December 31, 2022 in accordance with Article 11-02(a)(6)(i)(A) of Regulation
                                            S-X. Clarify the valuation methodology you will use to measure the fair value of these awards
                                            in accordance with IFRS 2 and how the significant inputs were determined.

Company
Response: In response to the Staff’s comment, the Company respectfully advises the Staff that, for purposes of the Pro
Forma Financial Statements, estimating the fair value of the Earnout Shares through an option valuation model may not appropriately reflect
the actual fair value of the Earnout Shares as will be calculated on the closing date of the Business Combination. A key input into the
fair value model is the grant date value of the underlying shares. This will only be known at the closing of the Business Combination
and is subject to substantial fluctuations due to the nature of de-SPAC transactions and resulting redemptions, capital raises, or other
changes that may occur prior to closing of the Business Combination. Additionally, based on the negative share price returns experienced
in other recent de-SPAC transactions in the U.S., the closing price of a TopCo Ordinary share on the date of closing of the Business
Combination may be significantly different than the current price of a Pegasus Class A Ordinary Share. For this reason, rather than
record a pro forma adjustment based on significant estimates that may not be representative of the actual impact, the Company has assumed
the probability of meeting the share price requirements is at or near zero. To be transparent, the Company has disclosed the maximum
potential impact of the Earnout Agreement based on the Euro equivalent of the assumed TopCo Ordinary Share price in the First Amendment
to Shareholders’ Undertaking agreement.

    - 2 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

As acknowledged in the Staff’s comment,
once the Business Combination closing has occurred and the Earnout Shares are granted the Company plans to calculate the fair value of
the stock-based compensation under IFRS 2 utilizing a Monte Carlo model. The share price thresholds are non-vesting conditions that will
be considered by incorporating the risk of not meeting such a condition into the model. The Company plans to use the following assumptions:

    Inputs
    Determination

    Share
    Price
    Closing
    price of a TopCo Ordinary Share on the Closing Date

    Risk-free
    rate
    Yield
    of a U.S. Government 3 Year Zero Coupon Bond at Closing

    Expected
    Volatility
    Schmid
    does not have historical share prices that can be assessed for volatility. Therefore, the expected volatility will be determined
    based on the Company’s business model, history, and projections.

    Expected
    Dividends
    None.
    Neither Pegasus nor Schmid have historically paid dividends. The payment of cash dividends in the future will be dependent upon TopCo’s
    revenues and earnings. However, TopCo does not anticipate paying any dividends on the TopCo Ordinary Shares for the foreseeable future.

    Term
    3
    years (based on the Earnout Agreement)

    Thresholds
    $15.00
    per share and $18.00 per share;

The resulting fair value will be recognized in
the financial results of TopCo at the time of the closing of the Business Combination.

    - 3 -

    Clifford
                                            Chance

    PARTNERSCHAFT MIT

    BESCHRÄNKTER BERUFSHAFTUNG

Schmid's Management's Discussion and Analysis
of Financial Condition and Results of

Operations

Liquidity and Capital Resources, page 202

 4. In your response to prior comment
                                            6 you state that the retained earnings of your Chinese subsidiary amount to EUR 4,442,478
                                            as of December 31, 2022 and are fully distributable. You further state that the amount
                                            of net assets of the Chinese subsidiary as of December 31, 2022 was EUR 36,866,231 before
                                            consolidation. Considering your disclosure on page 59 that for any Chinese company,
                                            dividends can be declared and paid only out of the retained earnings of that company under
                                            Chinese law, it appears that the net assets of your Chinese subsidiary, excluding the retained
                                            earnings, are restricted net assets that may not be transferred to the parent in the form
                                            of loans, advances or dividends. Tell us the amount of net assets of your Chinese subsidiary
                                            after intercompany eliminations, and how you considered including Schedule 1, required by
                                            Rule 5-04 of Regulation S-X. In this regard, considering that the total combined net
                                            assets of the Schmid Group was negative, any restrictions placed on the net assets of subsidiaries
                                            with positive equity (after intercompany eliminations) would result in the 25% threshold
                                            being met and a requirement to provide parent company financial information. Refer to Rule 1-02(dd)
                                            of Regulation S-X for the definition of Restricted Net Assets. Please also tell us how you
                                            considered including the disclosures required by Rule 4-08(e)(3) of Regulation
                                            S-X.

Company
Response: In response to the Staff’s comment, the Company respectfully acknowledges the Staff’s comment and notes
that the Company does 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. These restrictions are customary laws in China which act to limit dividends to the
amount of the retained earnings of the subsidiary and additionally they do not mandate consent by the Chinese government. For example,
in 2021 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. A transaction which did not require the approval of the Chinese government. For these reasons we do
not believe the disclosures under Rule 4-08(e)(3) or Schedule 1 under Rule 5-04 of Regulation S-X are required.

The Company does note that a percentage of profit
is required to be reserved according to Chinese law but as of December 31, 2022 it was not material.

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 -

United States securities and exchange commission logo
March 6, 2024
Stefan Berger
Director
Pegasus TopCo B.V.
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Re:Pegasus TopCo B.V.
Amendment No. 3 to Registration Statement on Form F-4
Filed February 27, 2024
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 February 23, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-4
The Business Combination
The Pegasus Board's Reasons for the Business Combination
Consideration to be paid for the Target, page 122
1.We note your response to prior comment 2. Please expand your disclosure to specifically
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 expand your disclosure to explain the underlying
reasons for increases in projected orders from your customers for FY 2024 as compared
to FY 2023. Quantify the impact of any new revenue products included in your
projections, such as the commercial ET sales, and the basis for these projections. Also,
clarify the specific macroeconomic conditions and the industry growth trends to which

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 March 6, 2024 Page 2
 FirstName LastNameStefan Berger
Pegasus TopCo B.V.
March 6, 2024
Page 2
you refer and how these are different than the conditions that existed in 2023. In
this section, please also disclose the specific factors or contingencies that could impact
achievement of the projections.
2.Please revise your disclosure to clarify Schmid’s revised enterprise value based on the
2024 EBITDA forecast and the multiple that was used in its determination. To the extent
the multiple used is greater than the median multiple of 16.0x of the comparable
companies, please further explain Schmid’s premium technical product and technology
customer relationships that support this.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 175
3.In your response to prior comment 5 you indicate that 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.
However, you also indicate that you will perform a fair value assessment to determine the
fair value of the Earnout Shares as of the Closing Date and you will recognize that amount
as an expense. Please further clarify why this expense is not recognized in your Pro Forma
Combined Statement of Profit or Loss for the year ended December 31, 2022 in
accordance with Article 11-02(a)(6)(i)(A) of Regulation S-X. Clarify the valuation
methodology you will use to measure the fair value of these awards in accordance with
IFRS 2 and how the significant inputs were determined.
Schmid's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 202
4.In your response to prior comment 6 you state that the retained earnings of your Chinese
subsidiary amount to EUR 4,442,478 as of December 31, 2022 and are fully distributable.
You further state that the amount of net assets of the Chinese subsidiary as of
December 31, 2022 was EUR 36,866,231 before consolidation. Considering your
disclosure on page 59 that for any Chinese company, dividends can be declared and paid
only out of the retained earnings of that company under Chinese law, it appears that the
net assets of your Chinese subsidiary, excluding the retained earnings, are restricted net
assets that may not be transferred to the parent in the form of loans, advances or
dividends. Tell us the amount of net assets of your Chinese subsidiary after intercompany
eliminations, and how you considered including Schedule 1, required by Rule 5-04 of
Regulation S-X. In this regard, considering that the total combined net assets of the
Schmid Group was negative, any restrictions placed on the net assets of subsidiaries with
positive equity (after intercompany eliminations) would result in the 25% threshold being
met and a requirement to provide parent company financial information. Refer to Rule 1-
02(dd) of Regulation S-X for the definition of Restricted Net Assets. Please also tell us

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 March 6, 2024 Page 3
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
March 6, 2024
Page 3
how you considered including the disclosures required by Rule 4-08(e)(3) of Regulation
S-X.
            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

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
February 23, 2024
Stefan Berger
Director
Pegasus TopCo B.V.
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Re:Pegasus TopCo B.V.
Amendment No. 2 to Registration Statement on Form F-4
Filed February 7, 2024
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 January 11, 2024 letter.
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

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 February 23, 2024 Page 2
 FirstName LastNameStefan Berger
Pegasus TopCo B.V.
February 23, 2024
Page 2
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.
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.
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.”
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.
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 earn-
out 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.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 February 23, 2024 Page 3
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
February 23, 2024
Page 3
Schmid's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 202
6.We note your response to prior comment 13. However, we also note your disclosure on
page 59 that for any Chinese company, dividends can be declared and paid only out of the
retained earnings of that company under Chinese law. Please tell us the amount of retained
earnings of your Chinese subsidiary and how you considered this in determining the
amount of net assets of your Chinese subsidiary that are restricted from distribution to the
parent as of the end of the reporting period. Please also tell us the amount of net assets of
your Chinese subsidiary as of December 31, 2022, and the percentage of your total
combined net assets it represents.
            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

CORRESP
1
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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

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

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
October 24, 2023
Stefan Berger
Director
Pegasus TopCo B.V.
Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Re:Pegasus TopCo B.V.
Registration Statement on Form F-4
Filed September 26, 2023
File No. 333-274701
Dear Stefan Berger:
            We have reviewed your 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.
Registration Statement on Form F-4 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.
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."

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 2
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 2
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.
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.
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.
Summary
Organizational Structure, page 24
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.
Risk Factors, page 41
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.
If we fail to retain existing key customers..., page 48
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.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 3
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 3
The Sponsor and Pegasus's other directors, officers, advisors and their affiliates may elect...,
page 76
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.
The Business Combination
Background of the Business Combination, page 106
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.
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 M-
A.
The Pegasus Board's Reasons for the Business Combination, page 108
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.
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.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 4
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 4
Material Tax Considerations, page 117
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.
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 162
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.
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.
17.Your disclosure in Note F indicates that the €10,816 thousand estimated transaction costs
to be incurred by Pegasus impacts the calculation of the IFRS 2 charge described in Note
(I). Please clarify how these estimated transaction costs impact the calculation.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Profit or loss, page 164
18.Your disclosure on page F-21 indicates that stock-based compensation related to the
Class B ordinary shares and Private Placement Warrants will be recognized at the date a
Business Combination is considered probable.  Tell us what consideration you gave to
including an adjustment relating to this stock-based compensation expense in your pro
forma Statement of Profit or Loss.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 5
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 5
19.Tell us how you considered the impacts of the Inflation Reduction Act of 2022 that was
signed into federal law on August 16, 2022, including the impact of the 1% federal excise
tax on certain repurchases of stock of publicly traded U.S. domestic corporation occurring
on or after January 1, 2023.  Clarify how you have accounted for the impact of this tax on
the redemptions that took place after January 1, 2023, and how you considered including
adjustments in your pro forma Statement of Profit or Loss relating to the impact of this tax
on your minimum and maximum redemption scenarios.
Business of Schmid and Certain Information about Schmid, page 171
20.We note your disclosure that “the total addressable market for PCB and substrate
equipment in 2022 amounted to approximately $5 billion with an expected industry
growth of serviceable addressable high-end PCB market at CAGR 38.3% in the period
from 2022 until 2026 in the estimate of the Company based on third-party data of a
leading international consultancy firm…” Please provide a source for each of your market
and industry statements throughout the registration statement. If appropriate, address how
such amounts were determined or calculated.
Schmid's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the year ended December 31, 2022 to the year ended December 31, 2021, page
181
21.It appears that your gross profit as a percentage of revenue increased from 22% for the
year ended December 31, 2021 to 35% for the year ended December 31, 2022.  Please
revise your disclosures to include an explanation for the increase.
Liquidity and Capital Resources, page 183
22.We note your disclosure on page 53 that “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.”   Tell us what
consideration you gave to disclosing the amount of the net assets of your Chinese
subsidiary that are restricted from distribution to the parent as of the end of the reporting
period.
Audited Consolidated Financial Statements of SCHMID Group
Combined Statements of Changes in Equity for the years ended December 31, 2022 and 2021,
page F-29
23.Please revise your disclosures to clarify the nature of the 13.1 million “Transactions with
shareholders” during 2021 and how you have accounted for this transaction.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 6
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 6
1. Business Description, page F-31
24.You disclose that the Company is presenting combined financial statements including
certain entities under common control by SCHMID subject to the Business Combination
Agreement. Please clarify the entities that are under common control by SCHMID, the
ownership structure of each entity, and the factors you considered in determining they are
under common control.
3. Significant Accounting Policies
Revenue Recognition, page F-41
25.Please clarify the nature of your installation services and the factors you considered in
determining that your machine sales and installation services are distinct performance
obligations.  Tell us how you considered the factors in paragraphs 27 through 29 of IFRS
15.
26.Clarify if your machines and spare parts are at times sold together with your repair
services, inspections, installations of modifications and development services as part of
the same contract, or contracts entered into at or near the same time.  If so, tell us the
factors you considered in determining that each of these products or services is a distinct
performance obligation. Tell us how you considered the factors in paragraphs 27 through
29 of IFRS 15.
27.Clarify how you allocate a portion of the transaction price to the extended warranty
performance obligation in accordance with paragraphs 73–86 of IFRS 15, as required by
paragraph B29 of IFRS 15.
28.Your disclosure states that Service revenue is recognized after the Company has satisfied
the performance obligation by transferring the promised service to the customer.  Please
clarify if this revenue is recognized at a point in time or over time and how you considered
the factors in paragraph 32 of IFRS 15 in making this determination.  If recognized over
time, please clarify if recognized on a straight-line basis or some other method.
29.Please describe the nature of your long-term development contracts recognized using the
percentage of completion methodology and the nature of your on-going development
activities recognized on a straight- line basis and the factors you considered in
determining each method for measuring progress.  Please also clarify the period of time
over which this revenue is typically recognized.
6. Revenue From Contracts With Customers and Cost of Sales, page F-45
30.Please clarify in which sales categories your revenues from installation services, long-
term development contracts, on-going development contracts and extended warranty
contracts are included and the amount of revenue recognized for each of these revenue
streams.

 FirstName LastNameStefan Berger
 Comapany NamePegasus TopCo B.V.
 October 24, 2023 Page 7
 FirstName LastName
Stefan Berger
Pegasus TopCo B.V.
October 24, 2023
Page 7
31.Tell us how you considered disclosing total revenue recognized at a point in time and total
revenue recognized over time.
32.Clarify how you considered disclosing the transaction price allocated to the remaining
performance obligations and the information required by paragraph 120 of IFRS 15.
Please also clarify your disclosures to describe how the order backlog that you disclose is
different than the transaction price allocated to remaining performance obligations.
33.We note your disclosure on page 178 that in fiscal year 2022, 39% of your revenues were
generated from sales to your two largest customers (€25.1 million from our top customer
and €11.9 million from our second large