NOTIFICATION OF LATE FILING
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¨
Form 10-K ¨ Form 20-F ¨
Form 11-K x Form
10-Q
¨ Form 10-D ¨ Form
N-CEN ¨ Form N-CSR |
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For Period Ended: March 31, 2023 |
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¨ Transition
Report on Form 10-K |
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¨ Transition
Report on Form 20-F |
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¨ Transition
Report on Form 11-K |
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¨ Transition
Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein. |
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
| PART I - REGISTRANT INFORMATION |
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| PEGASUS DIGITAL MOBILITY ACQUISITION CORP. |
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| (Full Name of Registrant) |
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| N/A |
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| (Former Name if Applicable) |
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| 71 Fort Street |
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| (Address of Principal Executive Office (Street
and Number)) |
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| George Town, Grand Cayman, Cayman Islands KY1-1106 |
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| (City, State and Zip Code) |
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
| x |
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(a) |
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The reason described in reasonable detail in Part
III of this form could not be eliminated without unreasonable effort or expense;
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(b) |
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The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Pegasus Digital Mobility Acquisition Corp. (the
“Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Quarterly
Report”) within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize
the financial statements to be included in the Quarterly Report. The Company undertakes the responsibility to file the Quarterly Report
no later than the fifth (5th) calendar day following the prescribed due date of the Company’s Quarterly Report.
PART IV - OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification |
| James Condon |
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475 |
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282-0866 |
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(Area Code) |
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(Telephone Number) |
| (2) |
Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
x Yes ¨ No
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| (3) |
Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? x
Yes ¨
No |
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Management requires additional time to evaluate
the effects of an additional $615,000 accrual to be added to accrued expenses on the balance sheet. The Company anticipates that total
liabilities will increase by approximately $615,000 on the balance sheet as of March 31, 2023, and operating expenses will increase by
approximately $615,000 on the statement of operations for the three months ended March 31, 2023.
As a result of the above, the Company expects
to report a net loss of approximately $1.94 million for the quarter ended March 31, 2023, as compared to net income of $576,936 for the
quarter ended March 31, 2022.
As a result of the increased expenses, the Company
anticipates basic and diluted net loss per Class A redeemable share to be $0.03 per share and basic and diluted net loss per non-redeemable
share to be approximately $0.24 per share for the quarter ended March 31, 2023, as compared to basic and diluted net income per Class
A redeemable share and basic and diluted net income per non-redeemable share of $0.02 per share for the quarter ended March 31, 2022.
The above financial disclosure is preliminary, based upon management’s reasonable estimates and subject to completion of the Company’s
financial statements and has been prepared on the basis of currently available information.
Forward Looking Statements
This Form 12b-25 contains forward-looking statements
within the meaning Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including, without limitation, the Company’s expectations as to the filing of the Quarterly Report. These forward-looking statements
involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause
future results to differ materially from management’s current expectations include the risk that the completion and filing of the
Quarterly Report will take longer than expected, and the risk that the Company will be unable to file the Quarterly Report within the
extension period of five (5) calendar days provided under Rule 12b-25 of the Exchange Act. The Company disclaims any obligation to update
information contained in these forward-looking statements whether as a result of new information, future events, or otherwise, except
as required by law.
Pegasus Digital Mobility Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: May
16, 2023 |
By: |
/s/ F. Jeremey Mistry |
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Name: |
F. Jeremey Mistry |
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Title: |
Chief Financial Officer and Secretary |
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive
officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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