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).






SCHEDULE 13D




Comment for Type of Reporting Person:
1 Represents 12,951,199 Class A Ordinary Shares of the Issuer, among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026, and 410,660 Class A Ordinary Shares were held by XJ Harbour HK Limited immediately before such insurance. Each Class A Ordinary Share is entitled to one vote per share. 2 Based on an aggregate of 50,603,011 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer), among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026 and 38,062,472 Class A Ordinary Shares of the Issuer were issued and outstanding immediately before such issuance. The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
1 Represents 12,951,199 Class A Ordinary Shares of the Issuer, among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026, and 410,660 Class A Ordinary Shares were held by XJ Harbour HK Limited immediately before such insurance. Each Class A Ordinary Share is entitled to one vote per share. 2 Based on an aggregate of 50,603,011 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer), among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026 and 38,062,472 Class A Ordinary Shares of the Issuer were issued and outstanding immediately before such issuance. The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
1 Represents 12,951,199 Class A Ordinary Shares of the Issuer, among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026, and 410,660 Class A Ordinary Shares were held by XJ Harbour HK Limited immediately before such insurance. Each Class A Ordinary Share is entitled to one vote per share. 2 Based on an aggregate of 50,603,011 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer), among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026 and 38,062,472 Class A Ordinary Shares of the Issuer were issued and outstanding immediately before such issuance. The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
1 Represents 12,951,199 Class A Ordinary Shares of the Issuer, among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026, and 410,660 Class A Ordinary Shares were held by XJ Harbour HK Limited immediately before such insurance. Each Class A Ordinary Share is entitled to one vote per share. 2 Based on an aggregate of 50,603,011 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer), among which 12,540,539 Class A Ordinary Shares were issued to XJ Harbour HK Limited on January 16, 2026 and 38,062,472 Class A Ordinary Shares of the Issuer were issued and outstanding immediately before such issuance. The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 30 million convertible bond and warrants announced by the Issuer on January 20, 2026.


SCHEDULE 13D


 
XJ Harbour HK Limited
 
Signature:/s/ XJ Harbour HK Limited
Name/Title:Mak Tsz Ming / Director
Date:02/10/2026
 
Xinjin Global Industrial Fund LP
 
Signature:/s/ Xinjin Global Industrial Fund LP
Name/Title:Mak Tsz Ming / Authorized Signatory
Date:02/10/2026
 
Xinjin Global Industrial Fund GP Limited
 
Signature:/s/ Xinjin Global Industrial Fund GP Limited
Name/Title:Mak Tsz Ming / Director
Date:02/10/2026
 
Xinjin Investment Holding Limited
 
Signature:/s/ Xinjin Investment Holding Limited
Name/Title:HU Bin / Director
Date:02/10/2026
Comments accompanying signature:
Not applicable.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

JOINT FILING AGREEMENT AMONG THE REPORTING PERSONS, DATED AS OF FEBRUARY 10, 2026

AMENDMENT AGREEMENT TO SUBSCRIPTION AGREEMENT, DATED APRIL 29, 2024, BY AND AMONG PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V. (FUTURE SCHMID GROUP N.V.) AND XJ HARBOUR HK LIMITED