| 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. Christian Schmid, and
d. 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 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 |
| | Business Combination
All of the Class A Ordinary Shares ("Ordinary Shares") reported herein as being beneficially owned by the Reporting Persons were 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 contemplated by that certain Business Combination Agreement, dated May 31, 2023, by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), Gebr. Schmid GmbH, the Issuer, and Pegasus MergerSub Corp., a Cayman Islands limited liability company (as amended, the "Business Combination Agreement").
Of the securities originally outstanding, 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 in connection with the Business Combination transaction.
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.
Dissolution of the Erbengemeinschaft and Contributions to HoldCos
No individual or corporate funds were utilized by Anette Schmid, Schmid Aequitas GmbH & Co. KG, Christian Schmid, or C. Schmid Beteiligung GmbH & Co. KG to execute the restructuring transactions reported herein. Rather, all securities were transferred and reallocated pursuant to internal asset distributions and corporate restructuring agreements as follows:
On May 14, 2026, the Erbengemeinschaft formally distributed all of its 14,937,000 Ordinary Shares of the Issuer, resulting in 10,341,000 Ordinary Shares being transferred to Christian Schmid and 4,596,000 Ordinary Shares being transferred to Anette Schmid.
On the same date, in connection with capital increases and related transfer arrangements Anette Schmid and Christian Schmid contributed their combined holdings to German limited partnerships (GmbH & Co. KG) (each, a "HoldCo" and collectively, the "HoldCos") in exchange for equity interests in such partnerships:
1. Anette Schmid's HoldCo: 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, resulting in an aggregate direct holding of 11,490,000 Ordinary Shares by such partnership.
2. Christian Schmid's HoldCo: 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, resulting in an aggregate direct holding of 15,320,000 Ordinary Shares by such partnership.
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 (totaling 4,000,000 warrants aggregate for the HoldCos). 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.
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 30,810,000 Ordinary Shares (consisting of 26,810,000 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) is the internal contribution and reorganization of assets described above.
The foregoing description of the Business Combination Agreement, as amended, the Earn-Out Agreement, and the internal asset transfers does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of such 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 Exchange and the Business Combination described in Item 3, as well as subsequent internal restructuring transactions, including the allocation and contribution of such Ordinary Shares to HoldCos controlled by the Reporting Persons.
On May 14, 2026, the Reporting Persons effected an internal reorganization 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 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.
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 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, each Reporting Person may be deemed to beneficially own an aggregate of 30,810,000 Ordinary Shares (consisting of 26,810,000 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 41.75% of the outstanding Ordinary Shares of the Issuer.
Schmid Aequitas GmbH & Co. KG directly holds 11,490,000 Class A Ordinary Shares, and C. Schmid Beteiligung GmbH & Co. KG directly holds 15,320,000 Class A Ordinary Shares, and each hold economic ownership of 2,000,000 warrants. Anette Schmid, as the sole limited partner of Schmid Aequitas 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 HoldCos.
In addition, each such entity 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.
Each Reporting Person disclaims beneficial ownership of the Ordinary Shares beneficially owned by the other Reporting Persons except to the extent of such Reporting Person's pecuniary interest therein. The filing of this Schedule 13D/A shall not be construed as an admission that any Reporting Person is the beneficial owner of any securities covered by this Schedule 13D/A other than the securities actually owned by such person. |
| (b) | As a result of the Joint Voting Agreement described in Item 6, each Reporting Person may be deemed to share voting and dispositive power with the other Reporting Persons with respect to the Ordinary Shares beneficially owned by the group. Accordingly, each Reporting Person reports shared power to vote and to direct the disposition of 30,810,000 Ordinary Shares and does not report sole voting or dispositive power over any Ordinary Shares. |
| (c) | During the sixty days preceding the filing of this Amendment to Schedule 13D, Christian Schmid effected the following transactions in Ordinary Shares of the Issuer:
(i) on March 6, 2026, 408,252 shares sold at a price of $6.2746 per share;
(ii) on March 9, 2026, 1,231,748 shares sold at a price of $6.0032 per share; and
(iii) on March 10, 2026, 275,000 shares sold at a price of $6.0028 per share, each in open market transactions through a broker.
No other Reporting Person effected any transactions in Ordinary Shares of the Issuer during such period. |
| (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.
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.
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 |
