Schmid family group (SHMD) discloses coordinated 41.76% voting stake in SCHMID Group
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
SCHMID Group N.V. insiders filed an amended Schedule 13D showing that Anette and Christian Schmid, together with their investment vehicles, may be deemed to beneficially own 35,388,004 Class A ordinary shares and related warrants, representing about 41.76% of the company’s ordinary shares on an as-converted basis.
The filing details an internal reorganization in which legacy family holdings and shares received in an April 2024 business combination were contributed to German limited partnerships controlled by the Schmids. On May 23, 2026, additional shares were issued in exchange for setting off EUR 28.35 million of claims against group companies and for 2023 management bonuses and 2025 board compensation, with some of these shares moved into holding entities.
The Reporting Persons have entered into a Joint Voting Agreement covering all shares they beneficially own, meaning they coordinate how this large block is voted. The group also holds economic interests in 5,000,000 Earn-Out Shares and 4,000,000 private and transfer warrants linked to prior SPAC and financing agreements, which could further increase their stake if exercised and vesting conditions are met.
Positive
- None.
Negative
- None.
Insights
Founders formalize a coordinated >40% stake via holding vehicles and voting pact.
The filing shows Anette and Christian Schmid consolidating family ownership of 35,388,004 ordinary shares and warrants, representing about 41.76% of SCHMID Group N.V. on an as-converted basis. Holdings are routed through German partnerships and a property vehicle they ultimately control.
A Joint Voting Agreement ties together these entities so all shares are voted based on a joint decision, reinforcing the Schmids’ influence over corporate decisions while keeping legal ownership fragmented. This coordinated block can shape board composition and strategic choices as long as their combined voting power exceeds a majority.
The group also has economic rights to 5,000,000 Earn-Out Shares and 4,000,000 warrants linked to the SPAC business combination and financing structures. These instruments are not yet counted as outstanding shares, so any future exercises or vesting, as described in the earn-out and warrant agreements, could raise their effective ownership further.
Key Figures
Beneficial ownership: 35,388,004 ordinary shares and warrants
Ownership percentage: 41.76% of ordinary shares
Shares outstanding baseline: 63,733,430 ordinary shares; 21,000,000 warrants
+5 more
8 metrics
Beneficial ownership
35,388,004 ordinary shares and warrants
Aggregate block deemed owned by Anette and Christian Schmid and vehicles
Ownership percentage
41.76% of ordinary shares
As-converted basis using 84,733,430 shares for Item 5/Row 13
Shares outstanding baseline
63,733,430 ordinary shares; 21,000,000 warrants
Outstanding securities used to derive 84,733,430 as-converted total as of May 26, 2026
Schmid Aequitas holding
13,680,589 shares
Ordinary shares held by Schmid Aequitas GmbH & Co. KG
C. Schmid Beteiligung holding
16,585,322 shares
Ordinary shares held by C. Schmid Beteiligung GmbH & Co. KG
Schmid Grundstucke holding
1,028,074 shares
Ordinary shares received for EUR 6,500,000 claim set-off
Debt-for-equity set-offs
EUR 28,350,000
13,850,000 + 8,000,000 + 6,500,000 of claims settled with new shares on May 23, 2026
Earn-Out Shares
5,000,000 shares
Economic interest via HoldCos, excluded from current ownership totals
Key Terms
Earn-Out Shares, Joint Voting Agreement, Registration Rights Agreement, Lock-Up Agreement, +2 more
6 terms
Earn-Out Shares financial
"The Earn-Out Shares, issued to Anette Schmid and Christian Schmid by the Issuer on April 30, 2024, are not included in, and are not counted toward, the aggregate number of ordinary shares reported..."
Earn-out shares are company shares promised to sellers or managers only if the business meets agreed future targets after a merger or acquisition, functioning like a performance-based payout instead of immediate cash. They matter to investors because they can dilute existing ownership, change future earnings prospects and reveal how confident buyers are about growth — like a conditional bonus that shifts payment and risk into the future.
Joint Voting Agreement regulatory
"Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG entered into a Joint Voting Agreement dated May 18, 2026..."
Registration Rights Agreement regulatory
"The Reporting Persons are party to that certain Registration Rights Agreement with the Issuer, Pegasus, and Sponsor..."
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Lock-Up Agreement regulatory
"The Reporting Persons entered into a Lock-Up Agreement, pursuant to which they will not to, without the prior written consent of the board of directors of Issuer, effect any transaction..."
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
Business Combination Agreement financial
"Pegasus, Gebr. Schmid GmbH, Pegasus TopCo B.V. and Pegasus MergerSub Corp.entered into a Business Combination Agreement, which was twice amended..."
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Schedule 13D regulatory
"As a result of the Joint Voting Agreement described in Item 6, the Reporting Persons may be deemed to form a "group" within the meaning of Section 13(d)(3) of the Act."
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
SCHMID Group N.V. (Name of Issuer) |
Class A Ordinary Shares, nominal value EUR0.01 per share (Title of Class of Securities) |
N68722102 (CUSIP Number) |
Anette Schmid
SCHMID Group N.V., Robert-Bosch-Str. 32-36
Freudenstadt, 2M, 72250
49 7441 538 0
SCHMID Group N.V., Robert-Bosch-Str. 32-36
Freudenstadt, 2M, 72250
49 7441 538 0
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/23/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
|
| CUSIP Number(s): | N68722102 |
| 1 |
Name of reporting person
Anette Schmid | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,388,004.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7 and 11: On May 14, 2026, the Community of Heirs of Dieter C. Schmid (Erbengemeinschaft) distributed all of its 14,937,000 ordinary shares of SCHMID Group N.V., with 10,341,000 ordinary shares transferred to Christian Schmid and 4,596,000 ordinary shares transferred to Anette Schmid. On the same date, in connection with capital increases and related transfer arrangements, Anette Schmid contributed (i) 6,894,000 ordinary shares previously held by her and (ii) the 4,596,000 ordinary shares received from the Erbengemeinschaft to Schmid Aequitas GmbH & Co. KG, and Christian Schmid contributed (i) 4,979,000 ordinary shares previously held by him and (ii) the 10,341,000 ordinary shares received from the Erbengemeinschaft to C. Schmid Beteiligung GmbH & Co. KG. In addition and under the same agreements, each GmbH & Co. KG received the economic ownership of (i) 2,500,000 Earn-Out Shares and (ii) 1,000,000 warrants plus an additional 1,000,000 transfer-warrants (with the transfer-warrants to be delivered), in each case through trustee/nominee arrangements where legal title or transfer mechanics were restricted. The Earn-Out Shares, issued to Anette Schmid and Christian Schmid by the Issuer on April 30, 2024, are not included in, and are not counted toward, the aggregate number of ordinary shares reported in Rows 7-11. Per the Earn-Out Agreement the voting and dispositive power for these shares has not yet vested in the Reporting Persons, for which reason the 5,000,000 earn-out shares have not been counted towards this aggregate share total. On May 23, 2026 (i) 2,190,589 ordinary shares were issued to Anette Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 13,850,000, which she assigned to Schmid Aequitas GmbH & Co. KG, and (ii) 1,265,322 Ordinary Shares were issued to Christian Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 8,000,000, which he assigned to C. Schmid Beteiligung GmbH & Co. KG. In total Anette Schmid now holds 13,680,589 ordinary shares in the Issuer through her investment vehicle Schmid Aequitas GmbH & Co. KG, and Christian Schmid holds 16,585,322 ordinary shares in the Issuer through his investment vehicle C. Schmid Beteiligung GmbH & Co. KG. On May 23, 2026 Anette Schmid was also issued 24,247 and 18,782 ordinary shares and Christian Schmid was issued 37,150 and 13,840 ordinary shares. These were issued as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and in connection with outstanding and unpaid board compensation claims for fiscal year 2025, respectively. They hold these securities directly. On May 23, 2026, Schmid Grundstucke GmbH & Co. KG, a company ultimately and solely controlled by Anette Schmid, received 1,028,074 ordinary shares in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 6,500,000.
Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG entered into a Joint Filing Agreement and a Joint Voting Agreement dated May 18, 2026, both of which Schmid Grundstucke GmbH & Co. KG joined by the Joinder Agreement dated May 26, 2026. Pursuant to the Joint Filing Agreement the parties agreed to file this Schedule 13D/A (and any subsequent amendments) jointly, and agreed to be responsible only for the completeness and accuracy of information relating to themselves and for timely filing. The Joint Voting Agreement, pursuant to which each party agreed to vote (or cause to be voted) all shares beneficially owned by such party in accordance with a joint determination, is also an acknowledgement by the parties that they constitute a "group" for purposes of Section 13(d)(3) and Rule 13d-5. Accordingly, each Reporting Person reports shared (and not sole) voting and dispositive power with the other Reporting Persons with respect to the securities reported herein.
Row 13: Based on the current number of outstanding ordinary shares, 63,733,430, and a total of 21,000,000 outstanding private and public warrants, a total of 84,733,430 ordinary shares are outstanding as of May 26, 2026 for the purposes of this Row 13. The percentage assumes a 1:1 conversion of all outstanding warrants to ordinary shares, but does not reflect the potential conversion of a EUR 2.5 million term loan facility with Black Forest Special Situations I, or the potential further conversion a USD 30 million convertible note and an additional 3,744,150 warrants, of which USD 16 million in convertible notes have been converted to date, as the number of shares these instruments convert into is subject to changes in USD-EUR exchange rates and the share price of the Company respectively.
SCHEDULE 13D
|
| CUSIP Number(s): | N68722102 |
| 1 |
Name of reporting person
Schmid Aequitas GmbH & Co. KG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,680,589.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 7 and 11: On May 14, 2026, the Community of Heirs of Dieter C. Schmid (Erbengemeinschaft) distributed all of its 14,937,000 ordinary shares of SCHMID Group N.V., with 10,341,000 ordinary shares transferred to Christian Schmid and 4,596,000 ordinary shares transferred to Anette Schmid. On the same date, in connection with capital increases and related transfer arrangements, Anette Schmid contributed (i) 6,894,000 ordinary shares previously held by her and (ii) the 4,596,000 ordinary shares received from the Erbengemeinschaft to Schmid Aequitas GmbH & Co. KG, and Christian Schmid contributed (i) 4,979,000 ordinary shares previously held by him and (ii) the 10,341,000 ordinary shares received from the Erbengemeinschaft to C. Schmid Beteiligung GmbH & Co. KG. In addition and under the same agreements, each GmbH & Co. KG received the economic ownership of (i) 2,500,000 Earn-Out Shares and (ii) 1,000,000 warrants plus an additional 1,000,000 transfer-warrants (with the transfer-warrants to be delivered), in each case through trustee/nominee arrangements where legal title or transfer mechanics were restricted. The Earn-Out Shares, issued to Anette Schmid and Christian Schmid by the Issuer on April 30, 2024, are not included in, and are not counted toward, the aggregate number of ordinary shares reported in Rows 7-11. Per the Earn-Out Agreement the voting and dispositive power for these shares has not yet vested in the Reporting Persons, for which reason the 5,000,000 earn-out shares have not been counted towards this aggregate share total. On May 23, 2026 (i) 2,190,589 ordinary shares were issued to Anette Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 13,850,000, which she assigned to Schmid Aequitas GmbH & Co. KG, and (ii) 1,265,322 Ordinary Shares were issued to Christian Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 8,000,000, which he assigned to C. Schmid Beteiligung GmbH & Co. KG. In total Anette Schmid now holds 13,680,589 ordinary shares in the Issuer through her investment vehicle Schmid Aequitas GmbH & Co. KG, and Christian Schmid holds 16,585,322 ordinary shares in the Issuer through his investment vehicle C. Schmid Beteiligung GmbH & Co. KG. On May 23, 2026 Anette Schmid was also issued 24,247 and 18,782 ordinary shares and Christian Schmid was issued 37,150 and 13,840 ordinary shares. These were issued as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and in connection with outstanding and unpaid board compensation claims for fiscal year 2025, respectively. They hold these securities directly. On May 23, 2026, Schmid Grundstucke GmbH & Co. KG, a company ultimately and solely controlled by Anette Schmid, received 1,028,074 ordinary shares in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 6,500,000.
Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG entered into a Joint Filing Agreement and a Joint Voting Agreement dated May 18, 2026, both of which Schmid Grundstucke GmbH & Co. KG joined by the Joinder Agreement dated May 26, 2026. Pursuant to the Joint Filing Agreement the parties agreed to file this Schedule 13D/A (and any subsequent amendments) jointly, and agreed to be responsible only for the completeness and accuracy of information relating to themselves and for timely filing. The Joint Voting Agreement, pursuant to which each party agreed to vote (or cause to be voted) all shares beneficially owned by such party in accordance with a joint determination, is also an acknowledgement by the parties that they constitute a "group" for purposes of Section 13(d)(3) and Rule 13d-5. Accordingly, each Reporting Person reports shared (and not sole) voting and dispositive power with the other Reporting Persons with respect to the securities reported herein.
Row 13: Based on the current number of outstanding ordinary shares, 63,733,430, and a total of 21,000,000 outstanding private and public warrants, a total of 84,733,430 ordinary shares are outstanding as of May 26, 2026 for the purposes of this Row 13. The percentage assumes a 1:1 conversion of all outstanding warrants to ordinary shares, but does not reflect the potential conversion of a EUR 2.5 million term loan facility with Black Forest Special Situations I, or the potential further conversion a USD 30 million convertible note and an additional 3,744,150 warrants, of which USD 16 million in convertible notes have been converted to date, as the number of shares these instruments convert into is subject to changes in USD-EUR exchange rates and the share price of the Company respectively.
SCHEDULE 13D
|
| CUSIP Number(s): | N68722102 |
| 1 |
Name of reporting person
Schmid Grundstucke GmbH & Co. KG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,028,074.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 7 and 11: On May 14, 2026, the Community of Heirs of Dieter C. Schmid (Erbengemeinschaft) distributed all of its 14,937,000 ordinary shares of SCHMID Group N.V., with 10,341,000 ordinary shares transferred to Christian Schmid and 4,596,000 ordinary shares transferred to Anette Schmid. On the same date, in connection with capital increases and related transfer arrangements, Anette Schmid contributed (i) 6,894,000 ordinary shares previously held by her and (ii) the 4,596,000 ordinary shares received from the Erbengemeinschaft to Schmid Aequitas GmbH & Co. KG, and Christian Schmid contributed (i) 4,979,000 ordinary shares previously held by him and (ii) the 10,341,000 ordinary shares received from the Erbengemeinschaft to C. Schmid Beteiligung GmbH & Co. KG. In addition and under the same agreements, each GmbH & Co. KG received the economic ownership of (i) 2,500,000 Earn-Out Shares and (ii) 1,000,000 warrants plus an additional 1,000,000 transfer-warrants (with the transfer-warrants to be delivered), in each case through trustee/nominee arrangements where legal title or transfer mechanics were restricted. The Earn-Out Shares, issued to Anette Schmid and Christian Schmid by the Issuer on April 30, 2024, are not included in, and are not counted toward, the aggregate number of ordinary shares reported in Rows 7-11. Per the Earn-Out Agreement the voting and dispositive power for these shares has not yet vested in the Reporting Persons, for which reason the 5,000,000 earn-out shares have not been counted towards this aggregate share total. On May 23, 2026 (i) 2,190,589 ordinary shares were issued to Anette Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 13,850,000, which she assigned to Schmid Aequitas GmbH & Co. KG, and (ii) 1,265,322 Ordinary Shares were issued to Christian Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 8,000,000, which he assigned to C. Schmid Beteiligung GmbH & Co. KG. In total Anette Schmid now holds 13,680,589 ordinary shares in the Issuer through her investment vehicle Schmid Aequitas GmbH & Co. KG, and Christian Schmid holds 16,585,322 ordinary shares in the Issuer through his investment vehicle C. Schmid Beteiligung GmbH & Co. KG. On May 23, 2026 Anette Schmid was also issued 24,247 and 18,782 ordinary shares and Christian Schmid was issued 37,150 and 13,840 ordinary shares. These were issued as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and in connection with outstanding and unpaid board compensation claims for fiscal year 2025, respectively. They hold these securities directly. On May 23, 2026, Schmid Grundstucke GmbH & Co. KG, a company ultimately and solely controlled by Anette Schmid, received 1,028,074 ordinary shares in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 6,500,000.
Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG entered into a Joint Filing Agreement and a Joint Voting Agreement dated May 18, 2026, both of which Schmid Grundstucke GmbH & Co. KG joined by the Joinder Agreement dated May 26, 2026. Pursuant to the Joint Filing Agreement the parties agreed to file this Schedule 13D/A (and any subsequent amendments) jointly, and agreed to be responsible only for the completeness and accuracy of information relating to themselves and for timely filing. The Joint Voting Agreement, pursuant to which each party agreed to vote (or cause to be voted) all shares beneficially owned by such party in accordance with a joint determination, is also an acknowledgement by the parties that they constitute a "group" for purposes of Section 13(d)(3) and Rule 13d-5. Accordingly, each Reporting Person reports shared (and not sole) voting and dispositive power with the other Reporting Persons with respect to the securities reported herein.
Row 13: Based on the current number of outstanding ordinary shares, 63,733,430, and a total of 21,000,000 outstanding private and public warrants, a total of 84,733,430 ordinary shares are outstanding as of May 26, 2026 for the purposes of this Row 13. The percentage assumes a 1:1 conversion of all outstanding warrants to ordinary shares, but does not reflect the potential conversion of a EUR 2.5 million term loan facility with Black Forest Special Situations I, or the potential further conversion a USD 30 million convertible note and an additional 3,744,150 warrants, of which USD 16 million in convertible notes have been converted to date, as the number of shares these instruments convert into is subject to changes in USD-EUR exchange rates and the share price of the Company respectively.
SCHEDULE 13D
|
| CUSIP Number(s): | N68722102 |
| 1 |
Name of reporting person
Christian Schmid | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,388,004.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7 and 11: On May 14, 2026, the Community of Heirs of Dieter C. Schmid (Erbengemeinschaft) distributed all of its 14,937,000 ordinary shares of SCHMID Group N.V., with 10,341,000 ordinary shares transferred to Christian Schmid and 4,596,000 ordinary shares transferred to Anette Schmid. On the same date, in connection with capital increases and related transfer arrangements, Anette Schmid contributed (i) 6,894,000 ordinary shares previously held by her and (ii) the 4,596,000 ordinary shares received from the Erbengemeinschaft to Schmid Aequitas GmbH & Co. KG, and Christian Schmid contributed (i) 4,979,000 ordinary shares previously held by him and (ii) the 10,341,000 ordinary shares received from the Erbengemeinschaft to C. Schmid Beteiligung GmbH & Co. KG. In addition and under the same agreements, each GmbH & Co. KG received the economic ownership of (i) 2,500,000 Earn-Out Shares and (ii) 1,000,000 warrants plus an additional 1,000,000 transfer-warrants (with the transfer-warrants to be delivered), in each case through trustee/nominee arrangements where legal title or transfer mechanics were restricted. The Earn-Out Shares, issued to Anette Schmid and Christian Schmid by the Issuer on April 30, 2024, are not included in, and are not counted toward, the aggregate number of ordinary shares reported in Rows 7-11. Per the Earn-Out Agreement the voting and dispositive power for these shares has not yet vested in the Reporting Persons, for which reason the 5,000,000 earn-out shares have not been counted towards this aggregate share total. On May 23, 2026 (i) 2,190,589 ordinary shares were issued to Anette Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 13,850,000, which she assigned to Schmid Aequitas GmbH & Co. KG, and (ii) 1,265,322 Ordinary Shares were issued to Christian Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 8,000,000, which he assigned to C. Schmid Beteiligung GmbH & Co. KG. In total Anette Schmid now holds 13,680,589 ordinary shares in the Issuer through her investment vehicle Schmid Aequitas GmbH & Co. KG, and Christian Schmid holds 16,585,322 ordinary shares in the Issuer through his investment vehicle C. Schmid Beteiligung GmbH & Co. KG. On May 23, 2026 Anette Schmid was also issued 24,247 and 18,782 ordinary shares and Christian Schmid was issued 37,150 and 13,840 ordinary shares. These were issued as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and in connection with outstanding and unpaid board compensation claims for fiscal year 2025, respectively. They hold these securities directly. On May 23, 2026, Schmid Grundstucke GmbH & Co. KG, a company ultimately and solely controlled by Anette Schmid, received 1,028,074 ordinary shares in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 6,500,000.
Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG entered into a Joint Filing Agreement and a Joint Voting Agreement dated May 18, 2026, both of which Schmid Grundstucke GmbH & Co. KG joined by the Joinder Agreement dated May 26, 2026. Pursuant to the Joint Filing Agreement the parties agreed to file this Schedule 13D/A (and any subsequent amendments) jointly, and agreed to be responsible only for the completeness and accuracy of information relating to themselves and for timely filing. The Joint Voting Agreement, pursuant to which each party agreed to vote (or cause to be voted) all shares beneficially owned by such party in accordance with a joint determination, is also an acknowledgement by the parties that they constitute a "group" for purposes of Section 13(d)(3) and Rule 13d-5. Accordingly, each Reporting Person reports shared (and not sole) voting and dispositive power with the other Reporting Persons with respect to the securities reported herein.
Row 13: Based on the current number of outstanding ordinary shares, 63,733,430, and a total of 21,000,000 outstanding private and public warrants, a total of 84,733,430 ordinary shares are outstanding as of May 26, 2026 for the purposes of this Row 13. The percentage assumes a 1:1 conversion of all outstanding warrants to ordinary shares, but does not reflect the potential conversion of a EUR 2.5 million term loan facility with Black Forest Special Situations I, or the potential further conversion a USD 30 million convertible note and an additional 3,744,150 warrants, of which USD 16 million in convertible notes have been converted to date, as the number of shares these instruments convert into is subject to changes in USD-EUR exchange rates and the share price of the Company respectively.
SCHEDULE 13D
|
| CUSIP Number(s): | N68722102 |
| 1 |
Name of reporting person
C. Schmid Beteiligung GmbH & Co. KG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,585,322.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.93 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 7 and 11: On May 14, 2026, the Community of Heirs of Dieter C. Schmid (Erbengemeinschaft) distributed all of its 14,937,000 ordinary shares of SCHMID Group N.V., with 10,341,000 ordinary shares transferred to Christian Schmid and 4,596,000 ordinary shares transferred to Anette Schmid. On the same date, in connection with capital increases and related transfer arrangements, Anette Schmid contributed (i) 6,894,000 ordinary shares previously held by her and (ii) the 4,596,000 ordinary shares received from the Erbengemeinschaft to Schmid Aequitas GmbH & Co. KG, and Christian Schmid contributed (i) 4,979,000 ordinary shares previously held by him and (ii) the 10,341,000 ordinary shares received from the Erbengemeinschaft to C. Schmid Beteiligung GmbH & Co. KG. In addition and under the same agreements, each GmbH & Co. KG received the economic ownership of (i) 2,500,000 Earn-Out Shares and (ii) 1,000,000 warrants plus an additional 1,000,000 transfer-warrants (with the transfer-warrants to be delivered), in each case through trustee/nominee arrangements where legal title or transfer mechanics were restricted. The Earn-Out Shares, issued to Anette Schmid and Christian Schmid by the Issuer on April 30, 2024, are not included in, and are not counted toward, the aggregate number of ordinary shares reported in Rows 7-11. Per the Earn-Out Agreement the voting and dispositive power for these shares has not yet vested in the Reporting Persons, for which reason the 5,000,000 earn-out shares have not been counted towards this aggregate share total. On May 23, 2026 (i) 2,190,589 ordinary shares were issued to Anette Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 13,850,000, which she assigned to Schmid Aequitas GmbH & Co. KG, and (ii) 1,265,322 Ordinary Shares were issued to Christian Schmid in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 8,000,000, which he assigned to C. Schmid Beteiligung GmbH & Co. KG. In total Anette Schmid now holds 13,680,589 ordinary shares in the Issuer through her investment vehicle Schmid Aequitas GmbH & Co. KG, and Christian Schmid holds 16,585,322 ordinary shares in the Issuer through his investment vehicle C. Schmid Beteiligung GmbH & Co. KG. On May 23, 2026 Anette Schmid was also issued 24,247 and 18,782 ordinary shares and Christian Schmid was issued 37,150 and 13,840 ordinary shares. These were issued as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and in connection with outstanding and unpaid board compensation claims for fiscal year 2025, respectively. They hold these securities directly. On May 23, 2026, Schmid Grundstucke GmbH & Co. KG, a company ultimately and solely controlled by Anette Schmid, received 1,028,074 ordinary shares in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 6,500,000.
Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG entered into a Joint Filing Agreement and a Joint Voting Agreement dated May 18, 2026, both of which Schmid Grundstucke GmbH & Co. KG joined by the Joinder Agreement dated May 26, 2026. Pursuant to the Joint Filing Agreement the parties agreed to file this Schedule 13D/A (and any subsequent amendments) jointly, and agreed to be responsible only for the completeness and accuracy of information relating to themselves and for timely filing. The Joint Voting Agreement, pursuant to which each party agreed to vote (or cause to be voted) all shares beneficially owned by such party in accordance with a joint determination, is also an acknowledgement by the parties that they constitute a "group" for purposes of Section 13(d)(3) and Rule 13d-5. Accordingly, each Reporting Person reports shared (and not sole) voting and dispositive power with the other Reporting Persons with respect to the securities reported herein.
Row 13: Based on the current number of outstanding ordinary shares, 63,733,430, and a total of 21,000,000 outstanding private and public warrants, a total of 84,733,430 ordinary shares are outstanding as of May 26, 2026 for the purposes of this Row 13. The percentage assumes a 1:1 conversion of all outstanding warrants to ordinary shares, but does not reflect the potential conversion of a EUR 2.5 million term loan facility with Black Forest Special Situations I, or the potential further conversion a USD 30 million convertible note and an additional 3,744,150 warrants, of which USD 16 million in convertible notes have been converted to date, as the number of shares these instruments convert into is subject to changes in USD-EUR exchange rates and the share price of the Company respectively.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, nominal value EUR0.01 per share |
| (b) | Name of Issuer:
SCHMID Group N.V. |
| (c) | Address of Issuer's Principal Executive Offices:
ROBERT-BOSCH-STR. 32-36, FREUDENSTADT,
GERMANY
, 72250. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed jointly by:
a. Anette Schmid,
b. Schmid Aequitas GmbH & Co. KG,
c. Schmid Grundstucke GmbH & Co. KG
d. Christian Schmid, and
e. C. Schmid Beteiligung GmbH & Co. KG (together the "Reporting Persons" and each a "Reporting Person"). |
| (b) | The principal business address of the Reporting Persons is Robert-Bosch-Str. 32-36, 72250, Freudenstadt, Germany. |
| (c) | Anette Schmid is a member of the SCHMID Group N.V. board of directors and is an employee of a subsidiary of the Issuer, Gebr. SCHMID GmbH. She acts as managing director of Schmid Aequitas Verwaltung GmbH, the general partner of Schmid Aequitas GmbH & Co. KG, and as the sole limited partner of Schmid Aequitas GmbH & Co. KG, through which she holds and manages her investment interests, including interests in SCHMID Group N.V. Although Schmid Aequitas Verwaltung GmbH serves as the general partner of Schmid Aequitas GmbH & Co. KG, Anette Schmid, as sole limited partner, ultimately controls the investment and voting decisions of Schmid Aequitas GmbH & Co. KG.
Christian Schmid is the Chief Executive Officer of SCHMID Group N.V. and a member of the board of directors. He acts as managing director of C. Schmid Beteiligungsverwaltung GmbH, the general partner of C. Schmid Beteiligung GmbH & Co. KG, and as the sole limited partner of C. Schmid Beteiligung GmbH & Co. KG, through which he holds and manages investment interests, including interests in SCHMID Group N.V. Although C. Schmid Beteiligungsverwaltung GmbH serves as the general partner of C. Schmid Beteiligung GmbH & Co. KG, Christian Schmid, as sole limited partner, ultimately controls the investment and voting decisions of C. Schmid Beteiligung GmbH & Co. KG.
Schmid Grundstucke GmbH & Co. KG' present principal business is to act as an investment holding
vehicle through which Anette Schmid holds and manages certain of her personal investment interests,
including her interests in SCHMID Group N.V.
Schmid Aequitas GmbH & Co. KG's present principal business is to act as an investment holding vehicle through which Anette Schmid holds and manages certain of her personal investment interests, including her interests in SCHMID Group N.V.
C. Schmid Beteiligung GmbH & Co. KG's present principal business is to act as an investment holding vehicle through which Christian Schmid holds and manages certain of his personal investment interests, including his interests in SCHMID Group N.V. |
| (d) | During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | The Reporting Persons are citizens of the Federal Republic of Germany. |
| Item 3. | Source and Amount of Funds or Other Consideration |
As a result of the Joint Voting Agreement described in Item 6, the Reporting Persons may be deemed to form a "group" within the meaning of Section 13(d)(3) of the Act. Accordingly, the source of consideration for the shared beneficial ownership of the collective block of 34,597,178 Ordinary Shares was the contribution of interest in Gebr. Schmid GmbH, the securities of the Issuer during the internal contribution and reorganization of assets in exchange for equity interests in the HoldCos, the off-set of debts owed by Issuer group companies to share recipients, and the work of Anette and Christian Schmid in their capacities as employees and board members of the Issuer. Further details follow in the below descriptions.
Business Combination, Dissolution of the Erbengemeinschaft and Contributions to HoldCos
11,490,000 ordinary shares held by Anette Schmid via Schmid Aequitas GmbH & Co. KG and the 15,320,000 ordinary shares held by Christian Schmid via C. Schmid Beteiligung GmbH & Co. KG prior to May 23, 2026 were all originally issued to Anette Schmid, Christian Schmid, and the Erbengemeinschaft in connection with the exchange of interests in Gebr. Schmid GmbH, into shares of the Issuer (the "Exchange") upon the completion of the business combination (the "Business Combination") on April 30, 2024 (the "Closing Date"). As part of the Business Combination, Anette Schmid and Christian Schmid were also contractually entitled to receive an aggregate of 4,000,000 Private Warrants (convertible on a 1:1 basis into Ordinary Shares) from Pegasus Digital Mobility Sponsor LLC (the "Sponsor"), as additional compensation.
As previously disclosed, an additional 5,000,000 Earn-Out Shares were issued to Anette Schmid and Christian Schmid by the Issuer on the Closing Date. Per the terms of the Earn-Out Agreement, the voting and dispositive power for these shares has not yet vested in the Reporting Persons. Consequently, the 5,000,000 Earn-Out Shares are not included in, and are not counted toward, the aggregate number of Ordinary Shares reported in Rows 7 through 11 of the cover pages of this Schedule 13D/A.
Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. became beneficial owners of securities in the Issuer on May 14, 2026, when in a first step, the Erbengemeinschaft formally distributed its 14,937,000 Ordinary Shares to Christian Schmid and Anette Schmid, who in a second step and in connection with capital increases and related transfer arrangements contributed their combined holdings to their respective German limited partnerships (the GmbH & Co. KGs) (each, a "HoldCo" and collectively, the "HoldCos") in exchange for equity interests in such partnerships:
1. Anette Schmid's HoldCo: (i) 6,894,000 Ordinary Shares previously held by her, and (ii) the 4,596,000 Ordinary Shares received from the Erbengemeinschaft to Schmid Aequitas GmbH & Co. KG.
2. Christian Schmid's HoldCo: (i) 4,979,000 Ordinary Shares previously held by him, and (ii) the 10,341,000 Ordinary Shares received from the Erbengemeinschaft to C. Schmid Beteiligung GmbH & Co. KG.
In addition, and under the same agreements executed on May 14, 2026, each HoldCo received the economic ownership of (i) 2,500,000 Earn-Out Shares (totaling 5,000,000 Earn-Out Shares) and (ii) 1,000,000 warrants plus an additional 1,000,000 transfer-warrants contractually owed to be delivered by the Sponsor. These transfers were executed through trustee and nominee arrangements in instances where direct legal title or technical transfer mechanics were contractually restricted, pursuant to which legal title to such warrants (and, where applicable, related rights) remains with the respective individual holders, who hold such interests on behalf of the applicable HoldCo. The HoldCos maintain economic interests in such securities and, through such trustee arrangements, may direct the exercise or disposition of such securities, subject to the terms of the applicable agreements and any legal or contractual limitations thereunder.
May 23, 2026 Issuances - Set-off and Board/Management compensation and bonuses
On May 23, 2026:
(i) Anette Schmid was issued 2,190,589 Ordinary Shares by the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 13,850,000. Anette transferred beneficial ownership in those shares to Schmid Aequitas GmbH & Co. KG.
(ii) Schmid Grundstucke GmbH & Co. KG was issued 1,028,074 Ordinary Shares by the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 6,500,000.
(iii) Anette Schmid was issued 24,247 Ordinary Shares as bonus compensation for her work in a management capacity for the Issuer in fiscal year 2023, and 18,782 Ordinary Shares in connection with outstanding and unpaid board compensation due to her for fiscal year 2025. Anette Schmid holds these securities directly.
(iv) Christian Schmid was issued 1,265,322 Ordinary Shares by the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 8,000,000. Christian transferred beneficial ownership in those shares to C. Schmid Beteiligung GmbH & Co. KG.
(v) Christian Schmid was issued 37,150 Ordinary Shares as bonus compensation for his work in a management capacity for the Issuer in fiscal year 2023, and 13,840 Ordinary Shares in connection with outstanding and unpaid board compensation due to him for fiscal year 2025. Christian Schmid holds these securities directly.
The foregoing descriptions of the Business Combination Agreement, as amended, the Earn-Out Agreement, the internal asset transfers and May 23, 2026 issuances do not purport to be complete descriptions of the terms thereof and are qualified in their entirety by reference to the full text of the relevant agreements, copies of which are incorporated by reference or filed as exhibits hereto. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 3 of this Schedule 13D/A is incorporated herein by reference.
All of the Ordinary Shares reported herein as beneficially owned by the Reporting Persons were acquired in connection with the Business Combination, subsequent allocation and contribution of such Ordinary Shares to HoldCos, and the off-set of debts owed by Issuer group companies, and in exchange for the work of Anette and Christian Schmid in their capacities as employees and board members of the Issuer.
On May 14, 2026, the Reporting Persons effected an transfers pursuant to which Ordinary Shares held by Anette Schmid and Christian Schmid, including shares distributed from the Erbengemeinschaft, were contributed to and are now directly held by Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG, respectively. In addition, the economic interests in certain Earn-Out Shares and warrants were allocated to such entities through arrangements intended to transfer the economic benefits of such securities, including through trustee or nominee structures where direct legal ownership could not be transferred. These transactions were undertaken for estate planning, organizational and tax structuring purposes and did not involve the payment of cash consideration.
On May 23, 2026 Ordinary Shares were issued to Anette Schmid, Christian Schmid and Schmid Grundstucke GmbH & Co KG, in exchange for the off-set of debts owed by Issuer group companies, and the work of Anette and Christian Schmid in their capacities as employees and board members of the Issuer (details are set forth in Item 3). Some shares received by Anette Schmid and Christian Schmid were transferred by them to their respectively controlled HoldCos, some are still held by each directly, and Anette Schmid beneficially owns the securities issued to Schmid Grundstucke GmbH & Co KG, which is an investment vehicle she controls.
On May 18, 2026, the Reporting Persons entered into a Joint Voting Agreement pursuant to which they agreed to vote or cause to be voted all Ordinary Shares beneficially owned by them in accordance with a joint determination. As a result of such agreement, the Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, and, accordingly, may be deemed to beneficially own the securities beneficially owned by each other Reporting Person. On May 26, 2026 Schmid Grundstucke GmbH & Co KG joined the Joint Voting Agreement and is subsequently subject to all its conditions.
Anette Schmid and Christian Schmid currently serve on the board of directors of the Issuer, and Christian Schmid also serves as Chief Executive Officer of the Issuer. As a result of their direct and indirect ownership of Ordinary Shares and their positions with the Issuer, the Reporting Persons have the ability to influence the management and policies of the Issuer.
The Reporting Persons intend to hold their respective interests in the Issuer for investment purposes and to support the ongoing management and operation of the Issuer. Except as described herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the transactions or other matters described in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons may, from time to time, review their investment in the Issuer and, subject to applicable law, may determine to increase or decrease their ownership position or to pursue or consider other plans or proposals relating to the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As a result of the transactions described in Item 3 and the Joint Voting Agreement described in Item 6, Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG, Schmid Grundstucke GmbH & Co. KG, and C. Schmid Beteiligung GmbH & Co. KG may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. Accordingly, Anette Schmid and Christian may be deemed to beneficially own, directly and via their investment vehicles, an aggregate of 35,388,004 Ordinary Shares (consisting of 31,388,004 outstanding Ordinary Shares held directly by the HoldCos and 4,000,000 Ordinary Shares issuable upon exercise of the warrants held through the arrangements described above), representing approximately 41.76% of the outstanding Ordinary Shares of the Issuer.
Schmid Aequitas GmbH & Co. KG directly holds 13,680,589 Ordinary Shares, and C. Schmid Beteiligung GmbH & Co. KG directly holds 16,585,322 Ordinary Shares, and each hold economic ownership of 2,000,000 warrants. Schmid Grundstucke GmbH & Co. KG directly holds 1,028,074 Ordinary Shares. Anette Schmid, as the sole limited partner of Schmid Aequitas GmbH & Co. KG and sole limited partner of Schmid Grundstucke GmbH & Co. KG, and Christian Schmid, as the sole limited partner of C. Schmid Beteiligung GmbH & Co. KG, may each be deemed to beneficially own the Ordinary Shares and warrants held by their respective investment vehicles.
In addition, each of the HoldCos holds economic interests in 2,500,000 Earn-Out Shares; however, such Earn-Out Shares are not included in the aggregate number of Ordinary Shares reported in this Item 5. |
| (b) | As a result of the Joint Voting Agreement described in Item 6, Anette Schmid and Christian Schmid may be deemed to share voting and dispositive power with the other with respect to the Ordinary Shares beneficially owned by the group. Accordingly, each reports shared power to vote and to direct the disposition of 35,388,004 Ordinary Shares and does not report sole voting or dispositive power over any Ordinary Shares. Each of the investment vehicles, being fully controlled by either Anette Schmid or Christian Schmid, report shared voting and dispositive power only over the securities they directly beneficially own. |
| (c) | Acquisitions of ordinary shares of the Issuer on May 23, 2026 are described in Item 3 and are incorporated herin by reference. No other transactions in securities of the Issuer by a Reporting Person were effected since the most recent filing. |
| (d) | Except as otherwise described herein, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Business Combination Agreement and Amendments thereto: Pegasus, Gebr. Schmid GmbH, Pegasus TopCo B.V. and Pegasus MergerSub Corp.entered into a Business Combination Agreement, which was twice amended (the "Business Combination Agreement"). Under this agreement, among other things, the shareholders of Gebr. Schmid GmbH were to contribute all of their shares in Gebr. Schmid GmbH to TopCo for a majority stake in TopCo, and shareholders of Pegasus (a publicly traded company listed on the NYSE) were also to receive shares in TopCo for the transfer to Schmid shareholders of TopCo. In addition to other provisions the agreement stipulated successful application by TopCo to be listed on the NASDAQ as a condition to closing.
Earn-out Agreement: Pegasus, Pegasus TopCo B.V. and the Reporting Persons entered into an earn-out agreement pursuant to which (i) 2,500,000 TopCo shares will be issued to Anette Schmid and Christian Schmid (in equal parts) if the share price of TopCo following the completion of the business combination reaches USD 15.00 and (ii) 2,500,000 TopCo shares will be issued to Anette Schmid and Christian Schmid (in equal parts) if the share price of TopCo following the completion of the business combination reaches USD 18.00 (the "Earn-out Agreement"). The Earn-out Agreement expires after three (3) years from the date of the completion of the business combination.
Registration Rights Agreement: The Reporting Persons are party to that certain Registration Rights Agreement with the Issuer, Pegasus, and Sponsor (the ''Registration Rights Agreement''), providing for, among other things, customary registration rights. The Issuer has agreed to file a shelf registration statement to register the shares of the Issuer covered by the Registration Rights Agreement no later than thirty days following consummation of the Business Combination.
Private Warrants Transfer Agreement: Concurrently with the execution of the Second Amendment to the Business Combination Agreement, Sponsor and the Reporting Persons entered into an agreement pursuant to which the Sponsor committed to transfer 2,000,000 private warrants of Pegasus to Anette Schmid (1,000,000 private warrants) and Christian Schmid (1,000,000 private warrants) subject to the closing of the Business Combination (the "Private Warrants Transfer Agreement").
Warranty Agreement: Pegasus, Pegasus TopCo B.V., Validus/StratCap, LLC and Gebr. Schmid GmbH entered into an agreement in which StratCap guaranteeing the total indebtedness of Pegasus and TopCo remaining at the closing of the Business Combination would not exceed USD 7.4 million, of which USD 2.75 million are deferred by nine months from the closing (or earlier if TopCo enters into a loan agreement for more than EUR 10 million). In addition, StratCap agreed to provide a loan of USD 2.35 million to TopCo within 30 days after closing of the Business Combination repayable within 12 months after closing (or earlier if TopCo enters into a loan agreement for more than EUR 10 million). Further, the parties to the warranty agreement agreed that the Sponsor shall transfer a further 2,000,000 warrants to Christian Schmid and Anette Schmid when a loan agreement for more than EUR 10 million is concluded or when the USD 2.75 million of deferred costs are paid by the Issuer, whichever comes first (the "Warranty Agreement"). The 2,000,000 warrants still are contractually required to be transferred to Christian Schmid and Anette Schmid.
Shareholders Undertaking and Amendment thereto: As part of this agreement the Reporting Persons undertook and agreed to fully support and implement the Transactions relating to the Business Combination, omit any actions which could be of detriment to the implementation of the Transactions, vote against any resolution that would reasonably be expected to impede or adversely affect the Transactions, and contribute Gebr. Schmid GmbH Shares to TopCo in exchange for TopCo Shares. The Shareholders' Undertaking Agreement was then modified, and an Amendment agreed concurrently with the execution of the Second Amendment to the Business Combination Agreement to reflect the changes agreed in the Business Combination Agreement (the " Shareholders' Undertaking" and the "First Amendment to the Schmid Shareholders' Undertaking").
Private Warrants Undertaking Agreement: Sponsor, Pegasus, Gebr. Schmid GmbH, the Reporting Persons and certain individuals party thereto (comprising the officers and directors of Pegasus) entered into an agreement, pursuant to which, among other things, the parties agreed to (i) only exercise their private warrants on a "cashless basis" in accordance with the terms of the private warrants, (ii) in case the reference price of the TopCo shares subsequently to the business combination closing reach USD 18.00 to, on a "cashless basis" exercise their warrants in accordance with terms of the private warrants unless such warrants have been previously redeemed or exercised (the "Private Warrants Undertaking Agreement").
Lock-Up Agreement: The Reporting Persons entered into a Lock-Up Agreement, pursuant to which they will not to, without the prior written consent of the board of directors of Issuer, effect any transaction or enter into any arrangement which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any Class A Shares them immediately after the Closing, nor to publicly announce any intention to effect or enter the same, during the period beginning on the Closing and ending on the date that is one year after the Closing (the "Lock-Up Agreement").
Capital increase and transfer agreement - Schmid Aequitas GmbH & Co. KG: Anette Schmid entered into a capital increase and transfer agreement with her HoldCo pursuant to which she increased her limited partnership interest and contributed to such entity 11,490,000 Class A Ordinary Shares, together with the economic ownership of certain Earn-Out Shares and warrants (including transfer warrants). To the extent legal title to certain of such securities could not be transferred, such interests are held through trustee or nominee arrangements under which the economic benefits are attributed to the HoldCo and exercised in accordance with instructions, subject to the terms and limitations of the underlying agreements.
Capital increase and transfer agreement - C. Schmid Beteiligung GmbH & Co. KG: Christian Schmid entered into a capital increase and transfer agreement with his HoldCo pursuant to which he increased his limited partnership interest and contributed to such entity 15,320,000 Class A Ordinary Shares, together with the economic ownership of certain Earn-Out Shares and warrants (including transfer warrants). To the extent legal title to certain of such securities could not be transferred, such interests are held through trustee or nominee arrangements under which the economic benefits are attributed to the HoldCo and exercised in accordance with instructions, subject to the terms and limitations of the underlying agreements.
Joint Filing Agreement: The Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to file this Schedule 13D (and any amendments hereto) jointly and to assume responsibility for the completeness and accuracy of the information concerning themselves, in each case in accordance with Rule 13d 1(k) under the Act. Schmid Grundstucke GmbH & Co. KG joined the Joint Filing Agreement pursuant to a Joinder Agreement signed by the parties May 26, 2026.
Joint Voting Agreement: The Reporting Persons entered into a Joint Voting Agreement pursuant to which they agreed to vote, or cause to be voted, all Ordinary Shares beneficially owned by them in accordance with a joint determination and acknowledged that they constitute a "group" within the meaning of Section 13(d)(3) of the Act. The Joint Voting Agreement provides for coordinated action with respect to shareholder votes and remains in effect until terminated in accordance with its terms or until the parties cease, in the aggregate, to beneficially own a majority of the voting power of the Issuer. Schmid Grundstucke GmbH & Co. KG joined the Joint Voting Agreement pursuant to a Joinder Agreement signed by the parties May 26, 2026.
2025 Board Compensation Issuance Subscription Agreement: The Issuer, Christian Schmid, Anette Schmid and other board members entered into a Subscription Agreement dated May 21, 2026 pursuant to which the investors agreed to subscribe for ordinary shares of the Issuer in exchange for the set-off of an aggregate of EUR 350,000 of outstanding 2025 board compensation claims, with the number of shares to be issued to each investor determined based on an Average VWAP mechanism.
2023 Management Bonus Set-Off Agreement: The Issuer, Christian Schmid, Anette Schmid and other members of the Issuer's management entered into a Set-Off Agreement dated May 21, 2026 pursuant to which, in connection with aggregate outstanding bonus compensation claims for fiscal year 2023 and a related subscription agreement, the parties agreed that, upon the issuance and registration of the subscribed shares, such outstanding claims would be fully satisfied and irrevocably discharged.
2023 Management Bonus Debt Assumption Agreement: The Issuer, Gebr. Schmid GmbH, Christian Schmid, Anette Schmid, and other members of the Issuer's management entered into a Debt Assumption Agreement dated May 21, 2026 pursuant to which the Issuer agreed to assume from Gebr. Schmid GmbH certain outstanding 2023 bonus payment obligations in an aggregate amount of EUR 681,964, and each such manager agreed to such assumption and released Gebr. Schmid GmbH from the corresponding obligations. As consideration, the Issuer agreed to provide a loan to Gebr. Schmid GmbH in an amount equal to the assumed obligations.
2023 Management Bonus Subscription Agreement: The Issuer, Christian Schmid, Anette Schmid and other members of the Issuer's management entered into a Subscription Agreement dated May 21, 2026 pursuant to which the investors agreed to subscribe for ordinary shares of the Issuer in exchange for the set-off of aggregate outstanding 2023 bonus claims, with the number of shares to be issued to each investor determined based on an Average VWAP mechanism.
These summaries are qualified by the actual terms of the agreements, copies of which are attached as exhibits to this Schedule 13D and are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit
Number Description
1. Business Combination Agreement, dated as of May 31, 2023, by and among Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, Pegasus TopCo B.V. (future SCHMID Group N.V.), and Pegasus MergerSub Corp. (incorporated by reference to Exhibit 2.1 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
2. First Amendment to Business Combination Agreement, dated as of September 26, 2023 (incorporated by reference to Exhibit 2.2 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
3. Second Amendment to Business Combination Agreement, dated as of January 29, 2024 (incorporated by reference to Exhibit 2.4 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
4. Earn-out Agreement by and among TopCo, Pegasus and Anette Schmid and Christian Schmid dated January 29, 2024 (incorporated by reference to Exhibit 10.11 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
5. Registration Rights Agreement by and among SCHMID Group N.V., Pegasus Digital Mobility Acquisition Corp., Pegasus Digital Mobility Sponsor LLC, Christian Schmid, and Anette Schmid, dated as of April 30, 2024 (incorporated by reference to Exhibit 5 to the initial Schedule 13D, filed with the SEC on May 13, 2024).
6. Private Warrants Transfer Agreement by and among Pegasus Digital Mobility Sponsor LLC, Christian Schmid, and Anette Schmid, dated as of January 29, 2024 (incorporated by reference to Exhibit 10.9 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
7. Warranty Agreement dated April 29, 2024 by and among Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, Pegasus TopCo B.V., Pegasus MergerSub Corp. and Validus/StratCap LLC (incorporated by reference to Exhibit 7 to the initial Schedule 13D, filed with the SEC on May 13, 2024).
8. Shareholders' Undertaking, dated as of May 31, 2023, by and among Pegasus Digital Mobility Acquisition Corp., Anette Schmid, and Christian Schmid (incorporated by reference to Exhibit 10.3 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
9. First Amendment to the Shareholders' Undertaking dated January 29, 2024 (incorporated by reference to Exhibit 10.12 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
10. Private Warrants Undertaking Agreement dated as of January 29, 2024, by and among Pegasus Digital Mobility Acquisition Corp., Pegasus Digital Mobility Sponsor LLC, Gebr. Schmid GmbH, Anette Schmid, and Christian Schmid among others (incorporated by reference to Exhibit 10.10 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
11. Company Lock Up Agreement, dated May 31, 2023, by and among Pegasus TopCo B.V., Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, and Christian and Anette Schmid (incorporated by reference to Exhibit 10.4 to the Issuer's Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
12. Capital increase and transfer agreement - Schmid Aequitas GmbH & Co. KG dated May 14, 2026, by and among Anette Schmid, Schmid Aequitas GmbH & Co. KG and Schmid Aequitas Verwaltung GmbH (English Translation)
13. Capital increase and transfer agreement - C. Schmid Beteiligung GmbH & Co. KG dated May 14, 2026, by and among Christian Schmid, C. Schmid Beteiligung GmbH & Co. KG and C. Schmid Beteiligungsverwaltung GmbH (English Translation)
14. Joint Filing Agreement dated May 18, 2026, by and among Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG
15. Joint Voting Agreement dated May 18, 2026, by and among Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG and C. Schmid Beteiligung GmbH & Co. KG
16. 2025 Board Compensation Issuance Subscription Agreement by and among Christian Mathias Schmid, Ralf Dieter Speth, Dr. Annedore Streyl, Boo Keun Yoon, Anette Schmid, and SCHMID Group N.V. dated May 21, 2026
17. 2023 Management Bonus Set-Off Agreement by and among Christian Schmid, Helmut Rauch, Anette Schmid, Christian Buchner, Thomas Widmann, Heiko Vogel, Laurent Nicolet, and SCHMID Group N.V. dated May 21, 2026
18. 2023 Management Bonus Debt Assumption Agreement by and among Christian Schmid, Helmut Rauch, Anette Schmid, Christian Buchner, Thomas Widmann, Gebr. Schmid GmbH, and SCHMID Group N.V. dated May 21, 2026
19. 2023 Management Bonus Subscription Agreement by and among Christian Schmid, Helmut Rauch, Anette Schmid, Christian Buchner, Thomas Widmann, Heiko Vogel, Laurent Nicolet, and SCHMID Group N.V. dated May 21, 2026
20. Joinder Agreement by and among Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG, C. Schmid Beteiligung GmbH & Co. KG, and Schmid Grundstucke GmbH & Co. KG dated May 26, 2026 |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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FAQ
How much of SCHMID Group N.V. (SHMD) do Anette and Christian Schmid now beneficially own?
According to the filing, Anette and Christian Schmid, together with their investment vehicles, may be deemed to beneficially own 35,388,004 Class A ordinary shares and warrants, representing about 41.76% of SCHMID Group N.V.’s ordinary shares on an as-converted basis as of late May 2026.
Which entities hold SCHMID Group N.V. (SHMD) shares for the Schmid family?
The filing lists Schmid Aequitas GmbH & Co. KG, C. Schmid Beteiligung GmbH & Co. KG, and Schmid Grundstucke GmbH & Co. KG as investment vehicles. They directly hold 13,680,589, 16,585,322 and 1,028,074 ordinary shares, respectively, all ultimately controlled by Anette or Christian Schmid.
What did SCHMID Group N.V. (SHMD) issue on May 23, 2026 related to debt set-offs?
On May 23, 2026, the issuer granted 2,190,589 shares for EUR 13,850,000 of claims, 1,265,322 shares for EUR 8,000,000 of claims, and 1,028,074 shares for EUR 6,500,000 of claims. These issuances settled outstanding obligations owed by SCHMID Group N.V. group companies.
How were SCHMID Group N.V. (SHMD) management bonuses and board fees paid in shares?
On May 23, 2026, Anette Schmid received 24,247 shares for a 2023 management bonus and 18,782 shares for 2025 board compensation. Christian Schmid received 37,150 shares for 2023 bonuses and 13,840 shares for 2025 board compensation, all issued as equity instead of cash.
What are the Earn-Out Shares referenced for SCHMID Group N.V. (SHMD)?
Anette and Christian Schmid have economic interests in 5,000,000 Earn-Out Shares linked to the SPAC business combination. Half vest if the share price reaches USD 15.00 and half at USD 18.00 within three years. These shares are not yet counted in the reported ownership totals.
How many warrants related to SCHMID Group N.V. (SHMD) do the Schmid vehicles hold?
The holding entities economically own 4,000,000 private and transfer warrants, split as 2,000,000 per holding company. Each warrant is exercisable into one ordinary share, subject to agreement terms, and is separate from the issuer’s 21,000,000 outstanding private and public warrants used in ownership calculations.
What is the Joint Voting Agreement among SCHMID Group N.V. (SHMD) insiders?
Anette Schmid, Christian Schmid, and their holding companies signed a Joint Voting Agreement to vote all ordinary shares they beneficially own according to a joint determination. This arrangement effectively coordinates a large voting block and remains in force while they collectively hold majority voting power.