SHMD.NASDAQSchmid Group NV

F-1/A: SCHMID Group N.V. Files Amendment No. 3 to Form F-1 Registration Statement

Sentiment:

Registration Statement Amendment

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SCHMID Group N.V. has filed an amendment to its Form F-1 registration statement with the SEC, covering the issuance of ordinary shares and warrants.

Capital raiseThe document relates to a registration statement for the potential issuance of ordinary shares and warrants, indicating a potential capital raise.The registration covers the offer and sale of ordinary shares issuable upon exercise of private and public warrants.

Summary

  • SCHMID Group N.V., a Dutch public company, filed Amendment No. 3 to its Form F-1 registration statement with the U.S. Securities and Exchange Commission on September 24, 2024.
  • The registration statement covers the issuance of ordinary shares and warrants.
  • The company's principal executive offices are located in Freudenstadt, Germany.
  • The document includes details on indemnification of directors and officers under Dutch law, recent sales of unregistered securities, and exhibits related to various agreements.
  • Recent sales of unregistered securities include the issuance of 28,725,000 SCHMID shares and 5,000,000 earn-out shares to Anette Schmid, Christian Schmid and the Schmid Community of Heirs.
  • Additionally, 1,406,361 shares were issued to XJ Harbour HK Limited in exchange for their minority interest in SCHMID's Chinese subsidiary, with an additional 30 million in cash payments over 455 days.
  • SCHMID also issued 756,964 shares to Pegasus Digital Mobility Sponsor LLC for approximately USD 8.6 million in liabilities assumed by SCHMID.
  • On July 9, 2024, 87,565 Ordinary Shares were issued to Appleby based on a non-redemption and investment agreement.

Sentiment

Score: 6

Explanation: The document is a regulatory filing, so the sentiment is neutral. It contains factual information about the company's registration of securities.

Stakeholder Impact

  • The registration of securities may impact shareholders through potential dilution.
  • The issuance of shares to settle liabilities could affect creditors.

Key Dates

DateDescription
February 7, 2023Date of the deed of incorporation of the Issuer.
May 31, 2023Date of the Business Combination Agreement by and among Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, Pegasus TopCo B.V. (future SCHMID Group N.V.), and Pegasus MergerSub Corp.
September 26, 2023Date of the First Amendment to Business Combination Agreement.
January 29, 2024Date of the Second Amendment to Business Combination Agreement and Earn-out Agreement.
April 26, 2024Date of the Sponsor non-redemption and investment agreement.
April 29, 2024Date of the Warranty Agreement by and among Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, Pegasus TopCo B.V., Pegasus MergerSub Corp. and Validus/StratCap LLC and the non-redemption and investment agreement with Appleby.
April 30, 2024Closing of the Business Combination.
May 15, 2024Filing date of the Annual Report Form 20-F (File No. 001-42040) with the SEC.
July 9, 202487,565 Ordinary Shares were issued to Appleby.
September 5, 2024Date of official extract from the Commercial Register of the Dutch Chamber of Commerce.
September 24, 2024Date of the filing of Amendment No. 3 to Form F-1 registration statement.

Keywords

SCHMID Group N.V., registration statement, securities, shares, warrants, F-1, SEC, issuance

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