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transactions with associated companies, including joint ventures, as well as transactions with persons who
have significant influence over the Company’s financial and operating policies, including close family
members and intermediate entities. This includes the Sponsors, Statutory Directors, and CFO and close
members of their families, as well as those entities over which the Sponsors, Statutory Directors, and CFO,
respectively, or their close family members are able to exercise a significant influence or in which they hold
a significant share of the voting rights.
The Company has entered into Services Agreements with Tikehau Capital SCA and Financière Agache SA,
respectively to provide certain services in connection with the launch of the Offering and Admission,
ongoing services after the Offering and Admission and in connection with an actual or potential Business
Combination. In consideration for such services the Company has paid Tikehau Capital SCA €107,500 in fees
and has agreeded a further €107,500 at the earliest of the completion of the Business Combination and the
liquidation of the Company. Similarly the Company has agreed to pay Financière Agache SA €65,000 to
compensate for services in connection with the launch of the offering and Admission. In addition, the
Company will pay an annual cash consideration to Pegasus Acquisition Partners and the CFO, which will be
€520,000 (pro rata for the year 2021). Pursuant to the Services Agreements each of Tikehau Capital SCA and
Financière Agache SA have agreed not to take any recourse on the Escrow Accounts for payment of any
amount owed by the Company in connection with the Services Agreements.
In connection with the Offering, Tikehau Capital and Financière Agache shall enter into a Forward Purchase
Agreement with the Company, pursuant to which each of Tikehau Capital and Financière Agache
unconditionally commits to purchase from the Company up to 2,500,000 Class A Ordinary Shares and up
to 833,333 Warrants, for an aggregate amount of €25,000,000 each (representing the number of Class A
Ordinary Shares purchased under the Forward Purchase Agreement multiplied by €10.00), in a private
placement that would close simultaneously with, and in such an amount as determined by the Statutory
Board (acting unanimously) in connection with, the closing of the Business Combination. In addition, the
Company and the Sponsors will enter into a Letter Agreement. The Sponsors have agreed to subscribe for
an aggregate of 3,100,000 Units for an aggregate subscription price of €31,000,000 in the Offering on the
same terms as those offered to investors pursuant to the Offering.
Charles-Eduard van Rossum as Statutory Director of the Company has agreed to subscribe for an aggregate
of 25,000 Units for an aggregate subscription price of €250,000 in the Offering on the same terms as those
offered to investors pursuant to the Offering.
The Company issued to the Sponsors and their affiliates and/or directors 5,250,000 Founder Shares. 100,000
of these Founder Shares were subsequently repurchased by the Company at their nominal value and held
in treasury for the sole purpose of the granting of Founder Shares to the Company’s independent Non-
Executive Directors and Baptiste Desplats as CFO, on or around the Business Combination Date. The
Company also issued 21,000,000 Units in connection with the Offering.
The Company also issued to, and immediately repurchased from, the Sponsors 10,250,000 Class A Ordinary
Shares and 13,916,666 Warrants, all at the same value, for the purpose of holding these in treasury. Of these
10,250,000 Class A Ordinary Shares and 13,916,666 Warrants held in treasury (i) 7,000,000 Warrants are held
in treasury for the purpose of effecting the distribution of the Warrants after the Conversion Trading Date,