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于2026年10月8日向美国证券交易委员会提交

注册编号 333-297478

美国

证券交易委员会

华盛顿特区 20549

______________________________________________________

第3次修订

至

S-4表

注册声明

根据

1933年证券法\n

______________________________________________________

Sono Group S.à r.l.*

(根据其章程指定的注册人全名)

______________________________________________________

\n \n \n \n \n \n \n \n \n \n \n \n \n

卢森堡		3711		N/A
(州或其他司法管辖区 \n 的成立或组织)		(主要标准行业分类 \n 代码编号)		(美国国税局雇主 \n 识别号码)

Sono Group S.à r.l.

特立尼达大道4965号

佛罗里达州兰多湖 34639

电话：+1 (352) 502-1191

(注册人的主要执行办公室地址，包括邮编和电话号码，包括区号)

______________________________________________________

Kevin McGurn

唯一经理

Sono Group S.à r.l.

特立尼达大道4965号

佛罗里达州兰多湖 34639

电话：+1 (352) 502-1191

(代理人名称、地址，包括邮编，以及电话号码，包括区号)

______________________________________________________

副本发送至：

\n \n \n \n \n \n

Jeffrey C. Selman

DLA Piper LLP (US)

555 Mission Street Suite 2400

旧金山，加利福尼亚

94105-2933

电话：+1 (415) 615-6095

Pabe Suurd

DLA Piper Nederland N.V.

Prinses Amaliaplein 3

1077 XS 阿姆斯特丹

荷兰

电话：+31 (0)20 541 92 20

Melody Brunot

DLA Piper Luxembourg

58 Blvd Grande-Duchesse Charlotte L-1330

卢森堡

电话：+352 26 29 04 2629

Kevin McGurn

首席执行官

Sono Group N.V.

特立尼达大道4965号

佛罗里达州兰多湖 34639

电话：+1 (352) 502-1191

______________________________________________________

拟向公众出售证券的开始日期：在本注册声明生效后尽快，并在完成附带的代理声明/招股说明书所述的迁册交易后。

如果在本表上注册的证券是与设立控股公司有关联的，并且遵守通用说明G，请勾选以下方框： ☐

如果本表是根据证券法第462(b)条注册额外证券的申请，请勾选以下方框，并列出同一交易中较早生效的证券法注册声明编号。 ☐

如果本表是根据证券法第462(d)条提交的生效后修订，则请勾选以下方框，并列出同一交易中较早生效的证券法注册声明编号。 ☐

请通过勾选标记表明注册人是大型加速申报者、加速申报者、非加速申报者、较小报告公司或新兴成长公司。
\n 请参见《交易法》第12b-2条中“大型加速申报者”、“加速申报者”、“较小报告公司”和“新兴成长公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

大型加速申报者	☐	加速申报者	☐
非加速申报者	☒	较小报告公司	☒
		新兴成长公司	☒

如果是一家新兴成长公司，请通过勾选方框表明该注册人是否已选择不使用根据《证券法》第7(a)(2)(B)条提供的任何新修订的财务会计标准的延长过渡期。 ☐

如适用，请在相应的方框中打勾，以指定在进行此交易时所依据的适当规则条款：

《交易法》第13e-4(i)条\n（跨境发行人要约收购） ☐

《交易法》第14d-1(d)条\n（跨境第三方要约收购） ☐

______________________________________________________

* 在本注册声明生效后，并且在Sono Group N.V.（一家根据荷兰法律设立的有限责任上市公司（naamloze vennootschap），“Sono N.V.”）的股东和Sono N.V.（作为Sono Group S.à r.l.，一家根据卢森堡大公国法律设立的有限责任公司（société à responsabilité limitée）的唯一股东，Sono Group S.à r.l.是Sono N.V.的全资子公司（将在卢森堡大公国法律下转换为上市公司（société anonyme），在合并（如下所述）生效时，以Sono Group S.A.的公司名称进行转换）（“Sono Luxembourg”）批准红筹交易（如下所述）后，Sono N.V.计划与Sono Luxembourg合并，Sono N.V.作为消失实体，Sono Luxembourg作为存续实体（“合并”），其效果是Sono N.V.的股东将通过将其Sono N.V.的股份转换为Sono Luxembourg的股份而成为Sono Luxembourg的股东，此时Sono N.V.将不复存在，并且在合并生效后尽快，预计为六小时二分钟后，Sono Luxembourg将根据特拉华州法律从卢森堡法律管辖的公司转换为根据特拉华州法律设立的公司，并以“Sono Group, Inc.”（“转换”，该特拉华州公司称为“Sono Delaware”）的名称继续作为实体存在，其效果是Sono Luxembourg将从卢森堡大公国迁址至特拉华州，但Sono Luxembourg和Sono Delaware将为同一实体，仅管辖地变更，因此将根据变更后的管辖地法律发行股票。合并、转换及其他相关交易在本注册声明中统称为“红筹交易”。

______________________________________________________

注册人在此声明，将在必要日期对本注册声明进行修订，以延迟其生效日期，直至注册人提交进一步修订，明确说明根据《1933年证券法》第8(a)条，本注册声明将在之后生效，或直至证券交易委员会根据上述第8(a)条确定的日期，本注册声明将生效。

本初步代理声明/招股说明书中的信息尚不完整，可能会被更改。在向证券交易委员会提交的注册声明生效前，我们不得出售这些证券。本初步代理声明/招股说明书不构成出售这些证券的要约，也不构成在任何不允许该要约或销售的州或司法管辖区购买这些证券的要约。

初步代理声明/招股说明书，仅供参考，日期为2026年10月8日

Sono Group S.à r.l.

4965 Trinidad Drive, Land O’ Lakes,\n佛罗里达州34639，美国

Sono Group N.V. 特别股东大会初步代理声明

3,720,162 股 A 类普通股招股说明书，

40,000 股 B 类普通股，以及

1,317.5000 股 Sono Group, Inc. A 系列优先股

2026年7月14日，Sono Group N.V.（一家根据荷兰法律设立的有限责任公司（naamloze vennootschap），“Sono N.V.”）的管理委员会（“Management Board”）和监督委员会（“Supervisory Board”）一致批准了一项提议，将Sono N.V.的法律注册地从荷兰，经卢森堡，转移到特拉华州。在获得Sono N.V.的股东和Sono N.V.（作为Sono Luxembourg的唯一股东，如下文所述）的批准后，Sono N.V.从荷兰，经卢森堡，转移到特拉华州的提议将在特别会议（如下文所述）之后以及某些强制性等待期届满并满足荷兰和卢森堡法律规定的法定程序后尽快生效，前提是完成以下两项实质性同时进行的交易：(1) 根据2026年10月5日签署的跨境合并提议（“Merger Agreement”），Sono N.V.与Sono Group S.à r.l.（一家根据卢森堡大公国法律设立的有限责任公司（société à responsabilité limitée），Sono N.V.的全资子公司（在合并生效时间（如下文所述）前，将根据卢森堡大公国法律将其自身转换为股份有限公司（société anonyme），并以Sono Group S.A.的公司名称进行合并）（“Sono Luxembourg”）之间，Sono N.V.将与Sono Luxembourg合并，Sono N.V.作为消失实体，Sono Luxembourg作为存续实体，并向美国证券交易委员会（“SEC”）注册（“Merger”），其效果是Sono N.V.的股东将通过将其Sono N.V.的股份兑换为Sono Luxembourg的股份而成为Sono Luxembourg的股东，此时Sono N.V.将不再存在，(2) 在合并生效（合并生效的时间，“Merger Effective Time”）后尽快进行，预计为六小时零二分钟后，Sono Luxembourg将根据特拉华州法律从卢森堡法律管辖的公司转变为根据特拉华州法律设立的公司，并以“Sono Group, Inc.”（“Conversion”，以及转换后的特拉华州公司，“Sono Delaware”）的名称继续存在，根据Sono Luxembourg签署的《国内化计划》（“Plan of Domestication”），其效果是Sono Luxembourg将从卢森堡大公国迁移到特拉华州，但Sono Luxembourg和Sono Delaware将作为同一实体，但其注册地将发生变化，因此股票将在该变更后的注册地法律下发行。合并、转换以及根据合并协议、《国内化计划》以及与之相关的任何协议或文件执行和交付的其他交易，统称为“Redomiciliation Transaction”。

根据并购协议的条款，在并购生效时间，(i) 每一股Sono N.V.的普通股（“Sono N.V. Ordinary Shares”）（不包括Sono N.V.持有的库藏股，这些库藏股将被取消，无需交换，以及异议股）将自动取消并兑换为一股Sono Luxembourg的A类普通股（面值每股0.001欧元）（“LuxCo A类普通股”）；(ii) 每一股Sono N.V.的高投票权股份（“Sono N.V. High Voting Shares”）（不包括Sono N.V.持有的库藏股，这些库藏股将被取消，无需交换，以及异议股）将自动取消并兑换为25股Sono Luxembourg的B类普通股（面值每股0.001欧元）（“LuxCo B类普通股”和与LuxCo A类普通股一起，称为“LuxCo普通股”）；以及(iii) 每一股Sono N.V.的优先股（“Sono N.V. Preferred Shares”）（不包括Sono N.V.持有的库藏股，这些库藏股将被取消，无需交换，以及异议股）将自动取消并兑换为30,000股Sono Luxembourg的优先股（面值每股0.001欧元）（“LuxCo优先股”）。在并购完成之后，尽快进行，预计在六小时二分钟后，Sono Luxembourg将根据国内化计划完成转换，在此时间点，(a) 每一股已发行和流通的LuxCo A类普通股将自动转换为一股Sono Delaware的A类普通股（面值每股0.0001美元）（“A类普通股”）；(b) 每25股已发行和流通的LuxCo B类普通股将自动转换为一股Sono Delaware的B类普通股（面值每股0.0001美元）（“B类普通股”）；以及(c) 每30,000股已发行和流通的LuxCo优先股将自动转换为一股Sono Delaware的A系列优先股（面值每股0.0001美元）（“A系列优先股”）。如附带的代理声明/招股说明书进一步所述，红筹交易每个步骤中的股份交换和转换（如适用）旨在保持，并不会稀释股东在Sono N.V.中的现有经济和投票利益。

我们计划在满足或放弃红置交易的交割条件后，在一个周末内完成合并和转换，以便在股东持有卢森堡Sono股份的短暂过渡期内不进行交易，预计该段时间总共为六小时二分钟（即从周五中央欧洲时间晚上11:59的合并生效时间到紧接着的周六东部标准时间凌晨12:01的红置生效时间之间的时长）。

Sono N.V. 普通股于2025年9月5日开始在纳斯达克资本市场（“Nasdaq-CM”）交易，股票代码为“SSM”。\n作为红置交易的一部分，Sono N.V. 计划向纳斯达克证券市场有限责任公司（“Nasdaq”）提交一份通知表。\n我们预计，A类普通股在红置交易后将继续在纳斯达克-CM以相同代码交易。

只有在2026年____日中央欧洲时间营业结束时持有已发行和流通的Sono N.V. 普通股、Sono N.V. 高投票权股份和Sono N.V. 优先股的记录在册持有人（“记录日”），以及这些持有人合称为“登记股东”），才有权获得特别会议的通知，并有权在特别会议及其任何延期会议上投票并计入其投票。

我们正在向股东提供附带的委托书/招股说明书、会议通知和委托书，以征求在Sono N.V. 股东特别大会上投票的委托书，该大会将于2026年____日中央欧洲时间___点在荷兰阿姆斯特丹Prinses Amaliaplein 3, 1077 XS的DLA Piper Nederland N.V. 办公室举行（“特别会议”），包括特别会议的任何延期或推迟。附带的委托书/招股说明书中包含了关于特别会议、拟议的红置交易及其他将在特别会议上投票的事项的信息。无论您是否计划出席，我们都敦促您通读委托书/招股说明书。特别是，当您考虑管理委员会和监事会关于这些提案的建议时，还应仔细考虑附带的委托书/招股说明书中第31页开始的“风险因素”部分所描述的风险因素。

管理委员会和监事会一致认为，红置交易是可行的，并符合Sono N.V.、我们的业务、股东及其他利益相关方的最佳利益，批准了合并协议及其所涉及的交易以及根据国内化计划进行的转换，并建议我们的股东对特别会议将提出的每一项提案投“赞成”票。

如果您有任何问题或需要帮助投票，请拨打我们的委托书征集人Sodali & Co的免费电话 +1 (800) 662-5200。

美国证券交易委员会（SEC）、任何美国州证券委员会或荷兰或卢森堡的任何证券监管机构均未批准或否决\n红置交易、随附的委托书/招股说明书所述的其他交易，或与红置交易相关的任何证券的发行，也未对红置交易或相关交易的优劣或公平性进行评估，或对随附的委托书/招股说明书中的披露充分性或准确性进行评估，也未确定随附的委托书/招股说明书是否真实或完整。与此相反的任何陈述均属刑事犯罪。

本委托书/招股说明书日期为\n____，2026 年，并将于 2026 年 ____, 首次邮寄或以其他方式送达股东。

$\"\"$

Sono Group N.V.

美国佛罗里达州兰德奥湖市特里尼达大道 4965 号，邮编 34639

致 Sono Group N.V. 的股东：

2026年7月14日，Sono Group N.V.（一家根据荷兰法律设立的有限责任公司（naamloze vennootschap），“Sono N.V.”）的管理委员会（“Management Board”）和监督委员会（“Supervisory Board”）一致批准了一项提议，将Sono N.V.的法律注册地从荷兰，经卢森堡，转移到特拉华州。在Sono N.V.的股东以及Sono N.V.（作为Sono Luxembourg的唯一股东）批准红置交易（包括根据合并协议进行的合并）后，拟议的Sono N.V.从荷兰，经卢森堡，转移到特拉华州的变更将在特别会议后尽快生效，同时满足荷兰和卢森堡法律下的某些强制性等待期和法定程序，一旦完成以下两项实质上同时进行的交易：（1）根据2026年10月5日的跨境合并提议条款，该提议的副本作为附录A附在随附的委托书/招股说明书上（“合并协议”），由Sono N.V.和Sono Group S.à r.l.（一家根据卢森堡大公国法律设立的有限责任公司（société à responsabilité limitée），也是Sono N.V.的全资子公司（在合并生效时间（如下所述）之前，将根据卢森堡大公国法律将其自身转换为股份有限公司（société anonyme），并以“Sono Group S.A.”的公司名称进行合并）（“Sono Luxembourg”）之间进行，Sono N.V.将与Sono Luxembourg合并，Sono N.V.将作为消失实体，Sono Luxembourg将作为存续实体并作为向美国证券交易委员会（“SEC”）注册的实体（“合并”），其效果是Sono N.V.的股东将通过将其Sono N.V.的股份转换为Sono Luxembourg的股份而成为Sono Luxembourg的股东，此时Sono N.V.将不再存在，（2）在合并生效（合并生效的时间，“合并生效时间”）后尽快进行，预计将在六小时二分钟后，Sono Luxembourg将根据特拉华州法律从卢森堡法律管辖的公司转换为根据特拉华州法律设立的公司，并以“Sono Group, Inc.”的名称继续作为实体（“转换”，该特拉华州公司为“Sono Delaware”），根据由Sono Luxembourg签署的《国内化计划》，其形式作为随附的委托书/招股说明书的附录B（“国内化计划”），其效果是Sono Luxembourg将从卢森堡大公国变更注册地至特拉华州，但不会发生证券交换，因为Sono Luxembourg和Sono Delaware将是同一实体，但注册地司法管辖区已更改，因此将根据该变更后的注册地司法管辖区的法律发行股票。合并、转换以及根据合并协议、国内化计划和任何其他与此相关执行和交付的协议或文件所设想的其他交易，统称为“红置交易”。

根据并购协议的条款，在并购生效时间，(i) 每一股Sono N.V.的普通股（“Sono N.V. Ordinary Shares”）（不包括Sono N.V.持有的库藏股，这些库藏股将被取消而无需交换，以及异议股）将自动取消并兑换为一股Sono Luxembourg的A类普通股（面值每股0.001欧元）（“LuxCo Class A Ordinary Shares”）；(ii) 每一股Sono N.V.的高投票权股份（“Sono N.V. High Voting Shares”）（不包括Sono N.V.持有的库藏股，这些库藏股将被取消而无需交换，以及异议股）将自动取消并兑换为25股Sono Luxembourg的B类普通股（面值每股0.001欧元）（“LuxCo Class B Ordinary Shares”以及与LuxCo A类普通股一起，称为“LuxCo Ordinary Shares”）；以及(iii) 每一股Sono N.V.的优先股（“Sono N.V. Preferred Shares”）（不包括Sono N.V.持有的库藏股，这些库藏股将被取消而无需交换，以及异议股）将自动取消并兑换为30,000股Sono Luxembourg的优先股（面值每股0.001欧元）（“LuxCo Preferred Shares”）

在并购完成之后，并且在尽可能短的时间内，预计为六小时二分钟后，Sono Luxembourg将根据《国内化计划》完成转换（该转换生效的时间称为“Redomiciliation Effective Time”），届时(a) 每一股已发行和流通的LuxCo A类普通股将自动转换为一股Sono Delaware的A类普通股（面值每股0.0001美元）（“Class A Common Stock”）；(b) 每25股已发行和流通的LuxCo B类普通股将自动转换为一股Sono Delaware的B类普通股（面值每股0.0001美元）（“Class B Common Stock”以及与A类普通股一起，称为“New Common Stock”）；以及(c) 每30,000股已发行和流通的LuxCo优先股将自动转换为一股Sono Delaware的A系列优先股（面值每股0.0001美元）（“Series A Preferred Stock”）。

Sono N.V.普通股于2025年9月5日在纳斯达克资本市场（“Nasdaq-CM”）开始交易，股票代码为“SSM”。鉴于重组交易，Sono N.V.计划向纳斯达克证券市场有限责任公司（“Nasdaq”）提交一份通知表。我们预计，重组交易完成后，A类普通股将继续在纳斯达克-CM以相同代码交易。然而，无法保证我们能在重组交易实施前或之后满足纳斯达克-CM的持续上市要求。

2026年7月14日是Sono N.V.公开披露其有意迁册至特拉华州的前一个交易日，当日Sono N.V.普通股在纳斯达克-CM的收盘价为每股3.93美元。在随附的代理声明/招股说明书日期之前的最新可行日期____，Sono N.V.普通股的收盘价为____美元/股。

在Sono N.V.股东特别大会上，将于2026年____日欧洲中部时间____点，在荷兰阿姆斯特丹Prinses Amaliaplein 3, 1077 XS的DLA Piper Nederland N.V.办公室（“Special Meeting”）举行，Sono N.V.股东将就一项提案进行投票，以批准重组交易（我们称之为“重组提案”），一项提案以批准根据并购协议条款实施并购（我们称之为“并购提案”），以及一项提案，就一项提案进行审议和投票，以批准根据纳斯达克上市规则5635(d)的规定，Sono N.V.（或在重组交易完成后为Sono Delaware）可能通过一次或多次交易（非公开发行）发行Sono N.V.普通股（或在重组交易完成后为A类普通股）或可转换为或可行使购买Sono N.V.普通股（或在重组交易完成后为A类普通股）的证券，包括可转换债务证券，其数量等于或超过已发行普通股的20%或投票权的20%，并且可能以低于最低价格的价格发行，具体取决于该提案中规定的参数（我们称之为“纳斯达克股份授权提案”），如随附的代理声明/招股说明书所述，每位股东都被鼓励仔细阅读并考虑该文件。

红迁册交易将通过两步合并和转换结构来实施，因为根据荷兰法律的要求，Sono N.V. 无法直接从荷兰迁册到美国。\n在第一步中，在合并生效时，Sono N.V. 将与Sono Luxembourg合并，结果是Sono N.V. 发行和流通的所有股份（不包括Sono N.V. 持有的库存股，这些股份将被取消而无需任何交换和异议股份）将根据本文所述的适用交换比率自动取消并转换为Sono Luxembourg的股份，其效果是Sono N.V. 的股东将通过将其Sono N.V. 的股份转换为Sono Luxembourg 的股份而成为Sono Luxembourg 的股东，此时Sono N.V. 将不复存在。在第二步中，一旦转换生效并完成红迁册交易，预计将在合并后六小时二分钟内发生，Sono Luxembourg 发行和流通的所有股份将根据本文所述的适用转换比率自动转换为Sono Delaware 的股份，其效果是Sono Luxembourg 将将其注册地从卢森堡大公国变更为特拉华州，但证券不会发生交换，因为Sono Luxembourg 和Sono Delaware 将是同一实体，只是注册地发生了变化，因此股票将在该变更后的注册地法律下发行。我们计划在红迁册交易的交割条件得到满足或放弃的情况下，在一个周末内完成合并和转换，以便在股东持有Sono Luxembourg 股份的短暂过渡期内不进行交易，预计这将总共持续六小时二分钟（即从周五中央欧洲时间晚上11:59到紧接着的周六东部标准时间凌晨12:01之间的时间）。

在此红迁册交易的每一步中，股份的交换和转换（如适用）旨在保留，而不是改变，在合并生效时间之前立即的Sono N.V. 每类股份持有人的投票权和经济利益。特别是，由于卢森堡法律不允许超级投票股份，红迁册交易每一步中LuxCo Class B 普通股份和LuxCo 优先股份的相应交换和转换比率，旨在整体上复制Sono N.V. 高投票股份和Sono N.V. 优先股份在Sono N.V. 章程（经修订）（“现有章程”）下的相同投票权和转换经济利益，如下所述：

Sono\nN.V. 普通股 — 在合并生效时间，每一份已发行和流通的 Sono N.V. 普通股（不包括 Sono N.V. 持有的库藏股，这些股份将被取消而无需交换，以及异议股份），每份股份根据现有章程有权每份股份一票，将被兑换为一份 LuxCo A 类普通股，每份股份根据 Sono Luxembourg 的修订和重述章程（在合并生效时间生效）有权每份股份一票（“LuxCo A&R 章程”）。在迁册生效时间，每份 LuxCo A 类普通股将转换为一份 A 类普通股，每份股份根据 Sono Delaware 在转换生效时采用的公司章程有权每份股份一票，其形式作为随附的代理声明/招股说明书的附录 C（“拟议章程”）。\n因此，每份 Sono N.V. 普通股在迁册交易完成后将对应一份 A 类普通股，代表相同的每股投票权和经济地位。

Sono\nN.V. 高投票权股份 — 在合并生效时间，每一份已发行和流通的 Sono N.V. 高投票权股份（不包括 Sono N.V. 持有的库藏股，这些股份将被取消而无需交换，以及异议股份），每份股份有权每份股份25票，并且每份 Sono N.V. 高投票权股份可转换为25份 Sono N.V. 普通股，根据现有章程，需无偿转让24份 Sono N.V. 普通股给 Sono N.V.（其效果是，转换 Sono N.V. 高投票权股份的股东将每转换25份 Sono N.V. 高投票权股份获得1份 Sono N.V. 普通股）将被兑换为25份 LuxCo B 类普通股，每份股份有权每份股份一票，每份 LuxCo B 类普通股可转换为1份 LuxCo A 类普通股，但只有25份 LuxCo B 类普通股的批次可以转换为 LuxCo A 类普通股，并且根据 LuxCo A&R 章程，需无偿转让24份转换为的 LuxCo A 类普通股给 Sono Luxembourg（其效果是，转换 LuxCo B 类普通股的持有人将每转换25份 LuxCo B 类普通股获得1份 LuxCo A 类普通股）。在迁册生效时间，每25份 LuxCo B 类普通股将转换为1份 B 类普通股，每份股份有权每份股份25票，并根据拟议章程可转换为1份 A 类普通股。因此，每份 Sono N.V. 高投票权股份在迁册交易完成后将对应1份 B 类普通股，代表相同的每股投票权和经济地位。

Sono N.V. 优先股 — 在合并生效时间，每一份已发行和流通的 Sono N.V. 优先股（不包括 Sono N.V. 持有的库存股，这些股票将被取消而无需交换和异议股），每份股票有权获得 30,000 票，并根据现有章程可转换为 30,000 份 Sono N.V. 普通股，将被交换为 30,000 份 LuxCo 优先股，每份将有权获得 1 票，并且每份 LuxCo 优先股可根据 LuxCo A&R 章程转换为 1 份 LuxCo A 类普通股，但根据 LuxCo A&R 章程，只有 30,000 份 LuxCo 优先股的批次可以转换为 LuxCo A 类普通股。在重新注册生效时间，每组 30,000 份 LuxCo 优先股将转换为 1 份 A 类优先股，每份将有权获得 30,000 票，并根据拟议章程可转换为 30,000 份 A 类普通股。因此，如果完成重新注册交易，每份 Sono N.V. 优先股将对应 1 份 A 类优先股，代表相同的每股投票权和经济地位。

因此，在重新注册交易完成后，Sono Delaware 中将发行和流通的 A 类普通股、B 类普通股和 A 类优先股的数量将与 Sono N.V. 在合并完成前发行和流通的 Sono N.V. 普通股、Sono N.V. 高投票权股份和 Sono N.V. 优先股的数量相同。此外，如上所述，根据现有章程，每份 Sono N.V. 普通股有权投一票，每份 Sono N.V. 高投票权股份有权投 25 票，每份 Sono N.V. 优先股有权投 30,000 票，在 Sono N.V. 的任何股东大会上。根据拟议章程，A 类普通股、B 类普通股和 A 类优先股的权利和优先级将与现有章程下 Sono N.V. 普通股、Sono N.V. 高投票权股份和 Sono N.V. 优先股的权利和优先级基本相同，除非因特拉华州普通公司法（可能不时修订）（“DGCL”）与荷兰公司法之间的差异而受到影响。因此，如果完成重新注册交易，那么在合并生效时间之前持有 Sono N.V. 普通股、Sono N.V. 高投票权股份或 Sono N.V. 优先股的股东，在重新注册交易完成后，将持有相应类别的 Sono Delaware 股票——A 类普通股、B 类普通股或 A 类优先股——数量相同，且在拟议章程下，每股的投票权和经济权利基本相同。这种结构旨在保留现有股东的现有投票权和经济利益，并不会稀释股东在 Sono Delaware 中相对于其在合并生效时间的当前在 Sono N.V. 中的经济或投票利益。

截至2026年10月5日，我们预计在考虑了重新注册交易（Redomiciliation Transaction）之后，将大约有3,760,162股新普通股和1,317.5000股A系列优先股已发行和流通，其中包括：(i) 3,720,162股A类普通股，总体上向已发行和流通的Sono N.V.普通股持有者（“Sono N.V.普通股股东”）发行，根据Sono N.V.普通股的条款和优先权，按照Sono N.V.章程（经修订）（“现有章程”）的规定；(ii) 40,000股B类普通股，总体上向已发行和流通的Sono N.V.高投票权股份持有者（“Sono N.V.高投票权股份股东”）发行，根据Sono N.V.高投票权股份的条款和优先权，按照现有章程的规定；以及(iii) 1,317.5000股A系列优先股，总体上向已发行和流通的Sono N.V.优先股持有者（“Sono N.V.优先股股东”）发行，根据Sono N.V.优先股的条款和优先权，按照现有章程的规定。

如果我们完成重新注册交易，我们将继续在特拉华州以原本根据特拉华州法律注册的方式存在，并将继续通过Sono Delaware作为重新注册交易后的持续实体来开展业务，基本上与目前的方式相同。我们将继续受美国证券交易委员会（SEC）规则和报告要求以及《2002年萨班斯-奥克斯利法案》和《多德-弗兰克华尔街改革和消费者保护法案》的约束，并将继续以美元报告合并财务结果，并按照美国通用会计准则（“美国GAAP”）进行。我们还将继续为Sono Delaware的股东举行年度会议，选举董事以及进行年度股东咨询投票，以确认我们独立注册会计师事务所的选择。此外，我们仍将受纳斯达克-CM或任何其他可能上市A类普通股的国家证券交易所适用的公司治理规则的约束。

我们正在向股东提供随附的代理声明/招股说明书、会议通知和代理投票卡，以征求在特别会议上的代理投票，包括任何对特别会议的推迟或延期。随附的代理声明/招股说明书包含有关特别会议、拟议的重新注册交易以及将在特别会议上提交投票的其他业务信息，我们敦促您仔细阅读全文。特别是，当您考虑管理委员会和监事会关于这些提案的建议时，还应仔细考虑随附的代理声明/招股说明书第31页开始的“风险因素”部分中描述的风险因素，以讨论在投票前应考虑的信息。如果管理委员会认为出于任何原因，完成此类交易将不适宜或不符合我们股东和其他利益相关者的利益，管理委员会在获得监事会批准后，可在实施合并之前任何时候推迟或放弃重新注册交易。

经过仔细考虑，管理委员会和监事会一致认为（i）重新注册提案、合并提案和纳斯达克股份授权提案是适当的，对Sono N.V.、我们的业务、股东和其他利益相关者有利，并且符合其最佳利益；（ii）批准了合并协议和国内化计划以及其中所涉及的交易，包括合并和转换；（iii）建议Sono N.V.的股东在特别会议上就重新注册提案投票“赞成”，并就其他将提交投票的事项投票“赞成”，包括合并提案和纳斯达克股份授权提案，如随附的代理声明/招股说明书所述。如果Sono N.V.的股东以及Sono N.V.作为Sono Luxembourg的唯一股东批准了重新注册提案和合并提案，并且满足重新注册交易完成的其他条件，我们目前预计在特别会议后尽快完成重新注册交易，但需遵守荷兰和卢森堡法律下的某些强制性等待期和法定程序。

红筹提案和纳斯达克股份授权提案的批准将需要获得在2026年____日欧洲中部时间营业结束时已发行和流通的Sono N.V. 普通股、Sono N.V. 高投票权股和Sono N.V. 优先股的简单多数投票权持有人的赞成票（亲自或通过代理人），且这些股份有权投票并在特别会议上实际投票，且在该会议上，Sono N.V. 已发行股份至少有三分之一被代表。合并提案的批准将需要获得在2026年____日欧洲中部时间营业结束时已发行和流通的Sono N.V. 普通股、Sono N.V. 高投票权股和Sono N.V. 优先股的三分之二多数投票权持有人的赞成票（亲自或通过代理人），且这些股份有权投票并在特别会议上实际投票，且在该会议上，Sono N.V. 已发行股份至少有三分之一被代表。此外，红筹交易的完成还需要Sono N.V. 作为Sono Luxembourg 的唯一股东，在卢森堡民事法公证人面前召开的Sono Luxembourg 唯一股东特别股东大会上获得批准。

如附带的代理声明/招股说明书所述，特别会议上至少需要三分之一的具有投票权的Sono N.V. 已发行股份出席或由代理人代表。根据截至2026年10月5日的5,165,700票投票权，如果至少代表1,721,900票投票权的Sono N.V. 股东出席或由代理人代表，即约占Sono N.V. 已发行和流通股本的投票权的33.33%，则将满足法定人数。截至2026年10月5日，我们的最大股东SVSE LLC（“SVSE”）有权投票230,751股Sono N.V. 普通股（每股Sono N.V. 普通股有一票投票权）和40,000股Sono N.V. 高投票权股（每股Sono N.V. 高投票权股有25票投票权），总计1,230,751票。这些股份目前约占Sono N.V. 股本的投票权的23.83%，其中包括约6.20%的已发行和流通的Sono N.V. 普通股和100%的已发行和流通的Sono N.V. 高投票权股。曾担任Sono N.V. 唯一管理董事和首席执行官的George O’Leary 目前是SVSE 的唯一成员，因此对SVSE 记录持有的股份拥有投票控制权。SVSE 已向管理委员会和监事会发出不可撤销的代理授权，指示SVSE 持有的所有股份将在特别会议上对拟提出的各项提案投赞成票。

此外，截至2026年10月5日，YA II PN，有限公司（“Yorkville”）有权就其持有的70,000股Sono N.V.普通股（每股普通股有权投票一股）和1,298股Sono N.V.优先股（每优先股有权投票30,000股，但受制于合同约定的投票限制器，即截至2026年10月5日Sono N.V.股本中合计投票权的4.99%）合计投票257,769票。此外，截至2026年10月5日，我们某些与Sports One有关联的股东团体的股东有权就合计283,500股Sono N.V.普通股投票，这代表了Sono N.V.已发行和流通股本中合计投票权的大约5.49%。因此，截至2026年10月5日，SVSE、Yorkville以及与Sports One有关联的股东合计有权投票1,772,020票，代表了Sono N.V.股本中合计投票权的大约34.30%。鉴于拟议的Sports One合并交易和Sports One认股期权协议，我们预计Yorkville以及与Sports One有关联的股东将在特别会议上就各项提案投票赞成，尽管这些股东中没有任何人已签署任何此类协议。

您的投票非常重要。 无论您是否计划参加特别会议，也不论您持有多少股，敬请尽快按照随附的委托书/招股说明书中的指示进行投票，以确保您的股份在特别会议上得到代表。拟议的合并和转换的完成分别取决于红筹重组提案和合并提案的批准，具体以合并协议和国内化计划的条款为准。如果红筹重组提案未获批准，合并提案将不会进行投票。如果在特别会议上（包括任何延期或推迟）未能获得红筹重组提案或合并提案的必要股东批准，我们将无法满足合并的交割条件，拟议的红筹重组交易将不会进行。

您可以通过互联网、电话或填写、签署、注明日期并邮寄随附的委托书信函（请于2026年____日中央欧洲时间中午12点前寄回）。如果您通过邮寄方式提交委托书信函，且在美国境内邮寄，无需在随附的回邮信封上贴邮票。通过在线、电话或委托书信函提交您的投票不会影响您如果决定参加特别会议的现场投票权，前提是您最迟于2026年____日中央欧洲时间中午12点前通知我们您打算参加会议。如果您的股份以“街名”形式持有（即由经纪人、银行或其他代理人代您持有），您将从您的经纪人、银行或其他代理人处收到说明如何投票的指示，您将可以选择按照投票指示中提供的方法进行投票。为确保您的投票及时收到，我敦促您尽快通过可用方式之一进行投票。

代表监事会，我想感谢您对Sono N.V.的支持，并期待拟议的迁册交易顺利完成。

此致

\n \n \n \n \n \n \n \n

/s/
David Dodge
监事会主席

美国证券交易委员会（SEC）、任何美国州证券委员会或荷兰或卢森堡的任何证券监管机构均未批准或否决迁册交易、随附的委托书/招股说明书所述的其他交易，或与迁册交易相关的任何证券，也未对迁册交易或相关交易的优劣或公平性进行过评估，也未对随附的委托书/招股说明书中的披露充分性或准确性进行过评估，也未确定随附的委托书/招股说明书是否真实或完整。与此相反的任何陈述均为刑事犯罪。

本委托书/招股说明书的日期为____，2026年，并将于2026年____日左右首次邮寄或以其他方式送达股东。

SONO GROUP N.V.

4965 Trinidad Drive

Land O’ Lakes, Florida 34639

美国

股东特别会议通知

将于____, 2026举行

致Sono Group N.V.的股东：

特此通知，Sono Group N.V.（一家根据荷兰法律设立的有限责任公众公司（naamloze vennootschap），注册于荷兰贸易登记处，编号为80683568，“Sono N.V.”）将举行一次特别股东大会（“特别会议”），于2026年____日中央欧洲时间___点，在荷兰阿姆斯特丹Prinses Amaliaplein 3, 1077 XS的DLA Piper Nederland N.V.办公室举行。

我们诚挚邀请您参加特别会议，该会议将用于以下目的：

投票提案第1号：迁册提案 — 考虑并投票表决一项提案，以批准整体迁册交易（如下所述），即Sono N.V.的法律注册地将从荷兰，通过卢森堡，变更为特拉华州，通过实施两项实质上同时进行的交易，如下所述：(1) 根据2026年10月5日的跨境合并提案条款，该提案副本已附在随附的委托书/招股说明书作为附录A （“合并协议”）中，由Sono N.V.和Sono Group S.à r.l.（一家根据卢森堡大公国法律成立的有限责任公司（société à responsabilité limitée），并为Sono N.V.的全资子公司（在合并生效时间前，将根据卢森堡大公国法律将其自身转换为股份有限公司（société anonyme），以Sono Group S.A.的公司名称进行合并）（“Sono Luxembourg”）之间签订，Sono N.V.将在满足荷兰和卢森堡法律下的某些强制性等待期并履行法定程序后尽快与Sono Luxembourg合并，Sono N.V.作为消失实体，Sono Luxembourg作为存续实体，因此Sono Luxembourg将根据普遍权利取得Sono N.V.的资产和负债，而Sono N.V.将根据合并协议终止存在，Sono Luxembourg将在合并后成为SEC注册人（“合并”），其效果是Sono N.V.的股东将通过将其Sono N.V.的股份兑换为Sono Luxembourg的股份，成为Sono Luxembourg的股东，此时Sono N.V.将终止存在；(2) 在合并生效后尽快进行，预计在合并生效后六小时二分钟，根据Sono Luxembourg将签署的《国内化计划》，其形式已作为附录 B附在随附的委托书/招股说明书（“国内化计划”）中，Sono Luxembourg将根据特拉华州法律从卢森堡法律管辖的公司转换为根据特拉华州法律成立的公司，并以“Sono Group, Inc.”的名称继续存在，而不会中断Sono Luxembourg的法律存在，不会清算或解散，也不会创建新的法律实体（“转换”，该特拉华州公司为“Sono Delaware”），其效果是Sono Luxembourg将从卢森堡大公国迁册至特拉华州，但不会发生证券交换，因为Sono Luxembourg和Sono Delaware将是同一实体，但其注册地发生了变化，因此将根据变更后的注册地法律发行股票。在此通知和随附的委托书/招股说明书中，我们将合并、转换以及合并协议、国内化计划和任何其他与此相关的协议或文件中所设想的其他交易，统称为“迁册交易”，我们将此提案称为“迁册提案”。

投票提案第2号：合并提案 — 考虑并投票表决一项提案，以根据随附的代理声明/招股说明书中的合并协议附件附录 A，批准按照该协议条款实施合并。根据荷兰和卢森堡法律规定的某些强制性等待期届满后，Sono N.V.将尽快与Sono Luxembourg完成合并。在本通知和随附的代理声明/招股说明书中，我们将此提案称为“合并提案。”

投票提案第3号：纳斯达克股份授权提案 — 考虑并投票表决一项提案，根据纳斯达克上市规则5635(d)，批准Sono N.V.（或在红筹交易完成后为Sono Delaware）在一次或多次交易中（非公开发行）可能发行的Sono N.V.普通股（或在红筹交易完成后为A类普通股）或可转换为或可行使的Sono N.V.普通股（或在红筹交易完成后为A类普通股）的证券，包括可转换债务证券，其数量等于或超过发行前流通普通股的20%或投票权的20%，并且可能以低于最低价格的价格发行，但须符合该提案中规定的参数。在本通知和随附的代理声明/招股说明书中，我们将此提案称为“纳斯达克股份授权提案。”

These items of business are described in the attached proxy\nstatement/prospectus, which we encourage you to read in its entirety before voting. The Management Board has fixed the close of\nbusiness, Central European Time on ____, 2026 as the record date for the Special Meeting (the “Record\nDate”) and, therefore, only holders of record of issued and outstanding Sono N.V. Ordinary Shares, Sono N.V. High\nVoting Shares and Sono N.V. Preferred Shares at the close of business, Central European Time on the Record Date (the\n“Registered Shareholders”) are entitled to receive this notice and to address and vote at the Special\nMeeting and any adjournment thereof.

After careful consideration, the Management Board\nand the Supervisory Board have unanimously determined that the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization\nProposal are advisable, fair to and in the best interests of Sono N.V., our business, our shareholders and other stakeholders, approved\nthe Merger Agreement and the Plan of Domestication and the transactions contemplated thereby, including the Merger and the Conversion,\nand recommend that Registered Shareholders vote or give the instruction to vote “FOR” the Redomiciliation Proposal,\n“FOR” the Merger Proposal, if presented at the Special Meeting, and “FOR” the Nasdaq Share Authorization\nProposal. If the Redomiciliation Proposal and the Merger Proposal are approved by both the shareholders of Sono N.V., and Sono N.V., as\nthe sole shareholder of Sono Luxembourg, and the other conditions to completion of the Redomiciliation Transaction are satisfied, we currently\nanticipate that the Redomiciliation Transaction will be consummated as soon as practicable following the Special Meeting, subject to certain\nmandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws.

The approval of the Redomiciliation Proposal and\nthe Nasdaq Share Authorization Proposal will require the affirmative vote (in person or by proxy) of the holders of a simple majority\nof the votes attached to the Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, issued and outstanding\nas of the Record Date and entitled to vote thereon and actually cast at the Special Meeting, voting together as a single class in a meeting\nwhere at least one third of the issued shares of Sono N.V. are represented. The approval of the Merger Proposal will require the affirmative\nvote (in person or by proxy) of the holders of a two-thirds majority of the votes attached to the Sono N.V. Ordinary Shares, Sono N.V.\nHigh Voting Shares and Sono N.V. Preferred Shares, issued and outstanding as of the Record Date and entitled to vote thereon and actually\ncast at the Special Meeting, voting together as a single class in a meeting where at least one third of the issued shares of Sono N.V.\nare represented. In addition, the consummation of the Redomiciliation Transaction will require the approval of Sono N.V., as the sole\nshareholder of Sono Luxembourg, at an extraordinary general meeting of the sole shareholder of Sono Luxembourg held before a Luxembourg\ncivil law notary.

The consummation of the proposed Redomiciliation\nTransaction is conditioned on the approval of the Redomiciliation Proposal and the Merger Proposal, subject to the terms of the Merger\nAgreement and the Plan of Domestication, respectively, and is not conditioned on the approval of the Nasdaq Share Authorization Proposal.\nAccordingly, neither the Redomiciliation Proposal nor the Merger Proposal is conditioned on the approval of the Nasdaq Share Authorization\nProposal at the Special Meeting, and each of the Redomiciliation Proposal and the Nasdaq Share Authorization Proposal will be presented\nfor a vote regardless of whether any other proposal is approved at the Special Meeting. If the Redomiciliation Proposal is not approved,\nthe Merger Proposal will not be presented for a vote. If we fail to obtain the requisite shareholder approval of either the Redomiciliation\nProposal or the Merger Proposal at the Special Meeting (including any adjournment(s) or postponement(s) thereof), we will not satisfy\nthe conditions to closing of the Merger and the proposed Redomiciliation Transaction will not occur. The proxy statement/prospectus accompanying\nthis notice explains the Merger Agreement, the Plan of Domestication and the transactions contemplated thereby, as well as the proposals\nto be presented for a vote at the Special Meeting. Please review the proxy statement/prospectus carefully.

Only Registered Shareholders who have given notice in writing to Sono N.V.\nby 12:00 p.m. Central European Time on _____, 2026 of their intention to attend the Special Meeting are entitled to attend the\nSpecial Meeting in person. The conditions for attendance at the Special Meeting are as follows:

Registered Shareholders must (i) notify Sono N.V. in writing of their intention to attend the\n Special Meeting in person by submitting their name and the number of registered shares held by them through Sono N.V.’s email\n address at ir@sonomotors.com no later than 12:00 p.m. Central European Time on _____, 2026, and (ii) bring a form of personal\n picture identification to the Special Meeting and evidence of their entitlement to Sono N.V. Ordinary Shares, Sono N.V. High\n Voting Shares or Sono N.V. Preferred Shares (as applicable); and

Holders of shares held in street name (“Beneficial Holders”) must have their\nfinancial intermediary, agent or broker with whom the shares are on deposit issue a proxy to them that confirms they are authorized to\nparticipate in and vote at the Special Meeting. These Beneficial Holders must (i) notify Sono N.V. of their intention to attend the Special\nMeeting by submitting their name and the number of shares beneficially owned by them through Sono N.V.’s email address at ir@sonomotors.com\nno later than 12:00 p.m. Central European Time on _____, 2026, (ii) bring an account statement or a letter from the record holder\nindicating that the Beneficial Holder owned the shares as of the Record Date, (iii) bring the proxy issued to them by their financial\nintermediary to the Special Meeting and (iv) bring a form of personal picture identification to the Special Meeting.

Your vote is important regardless of the number of shares you own.\nWhether or not you plan to attend the Special Meeting in person, please vote online prior to the Special Meeting. You also may vote by\ntelephone or by submitting the enclosed proxy card by mail prior to the Special Meeting. If you are submitting a proxy card by mail, you\ndo not need to affix postage to the enclosed reply envelope if you mail it within the United States. If you are a Beneficial Holder, please\nfollow the instructions you receive from your broker, bank or other nominee to vote your shares.

If you are a Registered Shareholder and you sign,\ndate and return your proxy card without indicating how you wish to vote on any proposal, your shares will be counted for the purpose of\ndetermining whether a quorum is present at the Special Meeting but will not be counted for the purpose of determining the number of votes\ncast and will have no effect on the outcome of such proposal. If you fail to return your proxy card or otherwise vote your shares by 12:00\np.m. Central European Time on _______, 2026, or if you are a Beneficial Holder and you fail to instruct your broker, bank or other\nnominee how to vote, and you do not attend the Special Meeting and vote in person, the effect will be that your shares will not be counted\nfor the purpose of determining the number of votes cast or whether a quorum is present at the Special Meeting and will have no effect\non the outcome of any proposal so long as a quorum is present. If you attend the Special Meeting and vote in person, your vote will revoke\nany proxy that you have previously submitted.

If you have any questions or need assistance voting your shares, please call our proxy solicitor,\nSodali & Co, toll-free at +1 (800) 662-5200.

By Order of the Supervisory Board,

\n \n \n \n \n \n \n \n \n \n

/s/
David Dodge
Chairperson of the Supervisory Board

____, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE\nHELD ON _______, 2026: THIS NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND SONO N.V.’S PROXY STATEMENT/PROSPECTUS,\n2025 ANNUAL REPORT ON FORM 10-K AND SECOND QUARTER 2026 QUARTERLY REPORT ON FORM 10-Q ARE AVAILABLE ON THE “INVESTOR RELATIONS”\nSECTION OF SONO N.V.’S WEBSITE LOCATED AT HTTPS://IR.SONOMOTORS.COM/.

TABLE OF CONTENTS

	Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS	1
FREQUENTLY USED TERMS	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
QUESTIONS AND ANSWERS	8
SUMMARY OF THIS PROXY STATEMENT/PROSPECTUS	17
RISK FACTORS	31
SHARE INFORMATION	35
COMPARISON OF SHAREHOLDER RIGHTS UNDER DUTCH LAW AND DELAWARE LAW	36
EXTRAORDINARY GENERAL MEETING OF SONO N.V. SHAREHOLDERS	50
VOTING PROPOSAL NO. 1: THE REDOMICILIATION PROPOSAL	56
VOTING PROPOSAL NO. 2: THE MERGER PROPOSAL	72
VOTING PROPOSAL NO. 3: THE NASDAQ SHARE AUTHORIZATION PROPOSAL	73
BUSINESS	76
FINANCIAL INFORMATION OF SONO N.V. AND SONO LUXEMBOURG	79
U.S. FEDERAL INCOME TAX CONSIDERATIONS	83
LUXEMBOURG TAX CONSIDERATIONS	93
NETHERLANDS TAX CONSIDERATIONS	95
MANAGEMENT OF SONO DELAWARE	98
EXECUTIVE COMPENSATION	99
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	100
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	109
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	111
DESCRIPTION OF SONO DELAWARE SECURITIES	112
STOCKHOLDER PROPOSALS	120
OTHER SHAREHOLDER COMMUNICATIONS	120
EXPERTS	121
LEGAL MATTERS	121
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	121
WHERE YOU CAN FIND MORE INFORMATION	122
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	123
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
SIGNATURES

ANNEXES
ANNEX A — MERGER AGREEMENT	A-1
ANNEX B — PLAN OF DOMESTICATION	B-1
ANNEX C — PROPOSED CHARTER	C-1
ANNEX D — PROPOSED BYLAWS	D-1
ANNEX E — REPORTS OF VISSER & VISSER\n AUDIT EN ASSURANCE B.V. TO THE MANAGEMENT OF SONO N.V. AND SONO LUXEMBOURG	E-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4\nfiled with the U.S. Securities and Exchange Commission (the “SEC”) by Sono Luxembourg and Sono N.V. (File No.\n333-297478) (the “Registration Statement”), constitutes a prospectus of Sono Luxembourg under Section 5 of\nthe Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Class A Common\nStock, Class B Common Stock and Series A Preferred Stock to be issued to the shareholders of Sono N.V. if the Redomiciliation Transaction\ndescribed herein, including the Merger and the Conversion, is consummated. This document also constitutes a notice of meeting and a proxy\nstatement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”),\nwith respect to the Special Meeting at which the shareholders of Sono N.V. will be asked to consider and vote upon the Redomiciliation\nProposal, the Merger Proposal and the Nasdaq Share Authorization Proposal. This proxy statement/prospectus incorporates important business\nand financial information about Sono N.V. that is not included in or delivered with this document.

You may obtain any of the documents we file with or furnish to the SEC\nat no cost from the SEC’s website at http://www.sec.gov. These documents are also posted on the “Investor Relations”\nsection of our website at https://ir.sonomotors.com/. You may also request copies of these documents, free of charge by contacting\nus in writing at the following address or by telephone as indicated below:

Sono Group N.V.

4965 Trinidad Drive

Land O’ Lakes, Florida 34639

United States of America

Tel: +1 (352) 502-1191

Attn: Investor Relations

Email: ir@sonomotors.com

We will provide promptly, without charge to you, upon written or oral request,\na copy of any document we have filed with the SEC.

If you have questions about the proposals or this proxy statement/prospectus,\nwould like additional copies of this proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy\nsolicitation, please contact Sodali & Co, the proxy solicitor for Sono N.V., by calling +1 (800) 662-5200 (toll-free), or banks\nand brokers can call +1 (203) 658 - 9400, or by emailing SSM@info.sodali.com. You will not be charged for any of the documents that\nyou request. If you would like to request any documents, please do so by _______, 2026, which is five business days prior to the date\nof the Special Meeting, in order to receive them before the Special Meeting. See the section entitled “Where You Can Find\nMore Information” for additional details on where you can find more information about Sono N.V. and the Redomiciliation Transaction.

You should rely only on the information contained in or incorporated by\nreference into this proxy statement/prospectus. No person is authorized to give any information or to make any representation with respect\nto the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given\nor made, the information or representation must not be relied upon as having been authorized by Sono N.V. or Sono Luxembourg.

This proxy statement/prospectus does not constitute an offer to sell\nor a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is\nunlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities\nmade under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs\nof Sono N.V. or Sono Luxembourg since the date of this proxy statement/prospectus or that any information contained herein is correct\nas of any time subsequent to such date.

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FREQUENTLY USED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the\ncontext otherwise requires, references to:

“2025 Annual Report” means\nthe Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed by Sono N.V. with the SEC on April 1, 2026.

“20% Issuance”\nmeans a transaction, other than a public offering within the meaning of Nasdaq rules and interpretive guidance, involving the sale, issuance\nor potential issuance by a company of common shares (or securities convertible into or exercisable for common shares), which alone or\ntogether with sales by officers, directors or substantial shareholders of such company, equals 20% or more of the common shares or 20%\nor more of the voting power outstanding before the issuance.

“Class A Common Stock” means\nthe Class A common stock, par value $0.0001 per share, of Sono Delaware authorized under the Proposed Charter, into which the LuxCo Class\nA Ordinary Shares will be converted at the Redomiciliation Effective Time in accordance with the Plan of Domestication.

“Class B Common Stock” means\nthe Class B common stock, par value $0.0001 per share, of Sono Delaware authorized under the Proposed Charter, into which the LuxCo Class\nB Ordinary Shares will be converted at the Redomiciliation Effective Time in accordance with the Plan of Domestication.

“Code” means the United\nStates Internal Revenue Code of 1986, as amended.

“Conversion” means the conversion\nof Sono Luxembourg into Sono Delaware, as further described under the heading “Voting Proposal No. 1: The Redomiciliation Proposal.”

“Delaware Filings” means,\nfollowing the adoption of the Redomiciliation Proposal and the Merger Proposal at the Special Meeting and subject to the satisfaction\nof other conditions to completion of the Redomiciliation Transaction, the filing of the Proposed Charter and a certificate of corporate\ndomestication with the Secretary of State of the State of Delaware, upon acceptance of which (or such later time as may be specified in\nsuch filings), Sono Delaware will exist as a Delaware corporation.

“DGCL” means the Delaware\nGeneral Corporation Law, as may be amended from time to time.

“Equity Compensation Plans”\nmeans, as of the date of this proxy statement/prospectus, (i) the Sono N.V. Long-Term Incentive Plan and (ii) the Sono N.V. Conversion\nStock Option Program.

“Exchange Act” means the\nSecurities Exchange Act of 1934, as amended.

“Existing Articles” means\nthe Articles of Association of Sono N.V., as amended.

“Second Quarter 2026 Quarterly Report”\nmeans the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 filed by Sono N.V. with the SEC on August\n14, 2026.

“LuxCo A&R Articles”\nmeans the amended and restated articles of association of Sono Luxembourg to become effective at the Merger Effective Time.

“LuxCo Class A Ordinary Shares”\nmeans the aggregate number of Class A ordinary shares, nominal value €0.001 per share, of Sono\nLuxembourg, one share of which will be issued in exchange for each issued and outstanding Sono N.V. Ordinary Share (which will be cancelled)\nat the Merger Effective Time in accordance with the Merger Agreement, which as of the date of this proxy statement/prospectus is expected\nto be an aggregate of 3,720,162 LuxCo Class A Ordinary Shares. Each LuxCo Class A Ordinary Share shall have one vote per share in\naccordance with the LuxCo A&R Articles.

“LuxCo Class B Ordinary Shares”\nmeans the aggregate number of Class B ordinary shares, nominal value €0.001 per share, of Sono Luxembourg, 25 shares of which will\nbe issued in exchange for each issued and outstanding Sono N.V. High Voting Share (which will be cancelled) at the Merger Effective Time\nin accordance with the Merger Agreement, which as of the date of this proxy statement/prospectus is expected to be an aggregate of 1,000,000\nLuxCo Class B Ordinary Shares. Each LuxCo Class B Ordinary Share shall be entitled to one vote per share and be convertible into one LuxCo\nClass A Ordinary Share, provided that only tranches of 25 LuxCo Class B Ordinary Shares can be converted into LuxCo Class A Ordinary Shares\nand subject to the forfeiture to Sono Luxembourg for no consideration of 24 of the LuxCo Class A Ordinary Shares into which each tranche\nof 25 LuxCo Class B Ordinary Shares is so converted (with the effect being that a converting holder of LuxCo Class B Ordinary Shares will\nreceive one LuxCo Class A Ordinary Share for the conversion of each 25 LuxCo Class B Ordinary Shares), in accordance with the LuxCo A&R\nArticles.

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“LuxCo Ordinary Shares”\nmeans, collectively, the LuxCo Class A Ordinary Shares and the LuxCo Class B Ordinary Shares, for which the Sono N.V. Ordinary Shares\nand the Sono N.V. High Voting Shares, respectively, will be cancelled and exchanged at the Merger Effective Time in accordance with the\nMerger Agreement.

“LuxCo Preferred Shares”\nmeans the aggregate of 39,525,000 shares (based on issued and outstanding Sono N.V. Preferred\nShares as of October 5, 2026) of preferred shares, nominal value €0.001 per share, of Sono Luxembourg, 30,000 of which will be issued\nin exchange for each issued and outstanding Sono N.V. Preferred Share (which will be cancelled) at the Merger Effective Time in accordance\nwith the Merger Agreement. Each LuxCo Preferred Share shall be entitled to one vote per share and be convertible into one LuxCo Class\nA Ordinary Share, provided that only tranches of 30,000 LuxCo Preferred Shares can be converted into LuxCo Class A Ordinary Shares, in\naccordance with the LuxCo A&R Articles.

“LuxCo Board” means the\nboard of directors of Sono Luxembourg.

“Luxembourg Company Law”\nmeans Luxembourg law dated August 10, 1915 on commercial companies, as amended.

“Management Board” means\nthe management board of Sono N.V., which as of the date of this proxy statement/prospectus is composed of a sole acting managing director.

“Merger” means the cross-border merger pursuant to the terms of the Merger Agreement, pursuant to which Sono\nN.V. will merge with and into Sono Luxembourg, with Sono N.V. being the disappearing entity and Sono Luxembourg being the surviving entity\nfollowing such merger, and as consequence of which Sono Luxembourg will acquire the assets and liabilities of Sono N.V. under universal\ntitle, while Sono N.V. will cease to exist, in conformity with the Merger Agreement, and Sono Luxembourg will be the SEC registrant following\nsuch merger, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by exchanging their shares\nof Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall cease to exist, as further described under the heading “Voting\nProposal No. 1: The Redomiciliation Proposal.”

“Merger Agreement” means that certain cross-border merger proposal, by and between Sono N.V. and Sono Luxembourg,\ndated as of October 5, 2026, a copy of which is attached as Annex A to this proxy statement/prospectus.

“Merger Effective Time”\nmeans 11:59 p.m. Central European Time on the date specified in a certificate of legality of the Merger\nissued by the Luxembourg civil law notary in accordance with article 1025-15 of the Luxembourg Company Law.

“Merger Proposal” means\nVoting Proposal No. 2 to be presented for a vote of the shareholders of Sono N.V. at the Special Meeting, as described herein under the\nheading “Voting Proposal No. 2: The Merger Proposal.”

“Minimum Price” means a\nprice that is the lower of: (i) the closing sale price of the Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation\nTransaction, the shares of Class A Common Stock) on the Nasdaq-CM immediately preceding the signing of a binding agreement; or (ii) the\nclosing sale price of the Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, the shares of\nClass A Common Stock) on the Nasdaq-CM for the five trading days immediately preceding the signing of a binding agreement.

“Nasdaq” means the Nasdaq\nStock Market LLC.

“Nasdaq-CM” means the Nasdaq\nCapital Market.

“Nasdaq Share Authorization Proposal”\nmeans Voting Proposal No. 3 to be presented for a vote of the shareholders of Sono N.V. at the Special Meeting, as described herein under\nthe heading “Voting Proposal No. 3: The Nasdaq Share Authorization Proposal.”

“Netherlands Company Law”\nmeans Book 2 of the Dutch Civil Code (Burgerlijk Wetboek).

“New Common Stock” means,\ncollectively, the Class A Common Stock and the Class B Common Stock.

“New Preferred Stock” means\nthe preferred stock, par value $0.0001 per share, of Sono Delaware authorized under the Proposed Charter, including the shares designated\nas Series A Preferred Stock.

“Plan of Domestication”\nmeans the Plan of Domestication to be entered into by Sono Luxembourg pursuant to which the Conversion will be consummated, the form of\nwhich is attached as Annex B to this proxy statement/prospectus.

“Proposed Bylaws” means\nthe bylaws of Sono Delaware to be adopted by the Sono Delaware Board effective as of the Redomiciliation Effective Time, the form of which\nis attached as Annex D to this proxy statement/prospectus.

“Proposed Charter” means\nthe certificate of incorporation of Sono Delaware to be filed with the Secretary of State of the State of Delaware with effectiveness\nas of the Redomiciliation Effective Time, the form of which is attached as Annex C to this proxy statement/prospectus.

“Proposed Organizational Documents”\nmeans, collectively, the Proposed Charter and the Proposed Bylaws.

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“Record Date” means the\nrecord date for the Special Meeting, which is ____, 2026.

“Redomiciliation Effective Time”\nmeans, after such time when the Proposed Charter and a certificate of corporate domestication of Sono\nLuxembourg have been accepted for filing by the Secretary of State of the State of Delaware, 12:01 a.m. Eastern Standard Time on the date\nspecified in such certificate of corporate domestication which shall be the Saturday immediately after the Merger Effective Time.

“Redomiciliation Proposal”\nmeans Voting Proposal No. 1 to be presented for a vote of the shareholders of Sono N.V. at the Special Meeting, as described herein under\nthe heading “Voting Proposal No. 1: The Redomiciliation Proposal.”

“Redomiciliation Transaction”\nmeans the Merger, the Conversion and the other transactions contemplated by the Merger Agreement, the Plan of Domestication and any other\nagreement or instrument executed and delivered in connection therewith, that would result in the change of Sono N.V.’s legal seat\nfrom the Netherlands, via Luxembourg, to the State of Delaware.

“Registered Shareholders”\nmeans, collectively, the holders of record of issued and outstanding Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono\nN.V. Preferred Shares at the close of business, Central European Time on the Record Date.

“registrant” means, unless\nthe context requires otherwise, (i) Sono Luxembourg prior to the completion of the Redomiciliation Transaction and (ii) Sono Delaware\nupon the completion of the Redomiciliation Transaction and thereafter.

“Registration Statement”\nmeans the registration statement on Form S-4, as amended, of which this proxy statement/prospectus forms a part, filed by Sono Luxembourg\nand Sono N.V. with the SEC (File No. 333-297478).

“Reverse Share Split” means\nthe reverse share split of the Sono N.V. Ordinary Shares and the Sono N.V. High Voting Shares at a ratio of 1-for-75 (the “Reverse\nSplit Ratio”) effected by Sono N.V. on December 23, 2024.

“SEC” means the U.S. Securities\nand Exchange Commission.

“Securities Act” means the\nSecurities Act of 1933, as amended.

“Series A Preferred Stock”\nmeans the Series A preferred stock, par value $0.0001 per share, of Sono Delaware designated under the Proposed Charter, into which the\nLuxCo Preferred Shares will be converted at the Redomiciliation Effective Time in accordance with the Plan of Domestication.

“Sono Delaware” means Sono\nGroup, Inc., a Delaware corporation into which Sono Luxembourg will convert at the Redomiciliation Effective Time.

“Sono Delaware Board” means\nthe board of directors of Sono Delaware following the consummation of the Redomiciliation Transaction, which we expect will consist of\nthe same persons currently serving as statutory and acting directors of Sono N.V.

“Sono Luxembourg” means Sono Group S.à r.l., a private limited liability company (société\nà responsabilité limitée) incorporated on October 28, 2025 under the laws of the Grand Duchy of Luxembourg, having\nits registered office at 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and\nCompanies Register under number B302122. Sono Luxembourg is a wholly owned subsidiary of Sono N.V. which, as of the date of this proxy\nstatement/prospectus, has been incorporated with a share capital of €12,000 in accordance with Luxembourg law and has had no operations\nsince inception. As a condition to closing of the Merger, Sono Luxembourg will be further transformed under the laws of the Grand Duchy\nof Luxembourg by converting itself into a public limited company (société anonyme) under the corporate name of Sono\nGroup S.A. prior to engaging in the Merger at the Merger Effective Time, in connection with which, Sono N.V. will fund in accordance with\nthe terms of the Merger Agreement an additional amount of cash (which as of October 5, 2026 is estimated to be €32,738.38) to Sono\nGroup S.à r.l. for purposes of raising the share capital of Sono Group S.à r.l. to such amount that it shall equal one/tenth\nof the Sono N.V.’s share capital immediately prior to the Merger Effective Time (which amount is estimated as of October 5, 2026\nto be €44,738.38) so that the share capital of Sono Luxembourg immediately prior to the Merger is divisible by the same number of\nSono N.V. Ordinary Shares then issued and outstanding.

“Sono Motors GmbH” means\nSono Motors GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung), registered in the commercial\nregister (Handelsregister) at the local court (Amtsgericht) of Munich, Germany, under HRB 224131, with registered headquarters at Waldmeisterstraße\n93, 80935 Munich, Germany.

“Sono N.V.” means Sono Group\nN.V., a public company with limited liability (naamloze vennootschap) governed by the laws of the Netherlands, and registered with\nthe Dutch trade register under number 80683568.

“Sono N.V. High Voting Shareholders”\nmeans the holders of issued and outstanding Sono N.V. High Voting Shares.

“Sono N.V. High Voting Shares”\nmeans the high voting shares of Sono N.V.

“Sono N.V. Ordinary Shareholders”\nmeans the holders of issued and outstanding Sono N.V. Ordinary Shares.

“Sono N.V. Ordinary Shares”\nmeans the ordinary shares of Sono N.V.

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“Sono N.V. Preferred Shareholders”\nmeans the holders of issued and outstanding Sono N.V. Preferred Shares.

“Sono N.V. Preferred Shares”\nmeans the preferred shares of Sono N.V.

“Special Meeting” means\nthe extraordinary general meeting of the shareholders of Sono N.V. to which this proxy statement/prospectus relates, to be held at ___\np.m. Central European Time, on ____, 2026, at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam,\nthe Netherlands.

“Supervisory Board” means\nthe supervisory board of Sono N.V., which as of the date of this proxy statement/prospectus is composed of the following three statutory\nsupervisory directors: David Dodge, who serves as the Chairperson, Christopher Schreiber and Owen May.

“Transfer Agent” means Equiniti\nTrust Company, LLC, having its headquarters at 28 Liberty Street, New York, NY 10005, USA.

“Treasury Regulations” means\nthe regulations promulgated under the Code.

“U.S. GAAP” means generally\naccepted accounting principles in the United States.

“we,” “our,”\n“us” and similar terms mean, unless the context requires otherwise, (i) Sono N.V. prior to the completion of\nthe Merger, (ii) Sono Luxembourg upon the completion of the Merger until the Conversion, and (iii) Sono Delaware upon the completion of\nthe Conversion and Redomiciliation Transaction and thereafter.

“Yorkville” means YA II\nPN, Ltd.

“$” means U.S. dollars.

“€” or “EUR”\nmeans Euros.

Defined terms in the financial statements contained in this proxy statement/prospectus\nhave the meanings ascribed to them in the financial statements.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain forward-looking statements\nwithin the meaning of the Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future\nevents. We intend for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained\nin Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to events that involve\nknown and unknown risks, uncertainties and other factors, including those listed under the headings “Risk Factors”\nin this proxy statement/prospectus and in our 2025 Annual Report, as updated from time to time in our other filings with the SEC, the\noccurrence of which may cause our actual results, performance or achievements to be materially different from any future results, performance\nor achievements expressed or implied by the forward-looking statements. When used in this proxy statement/prospectus, the words “anticipate,”\n“aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “indicate,”\n“intend,” “is/are likely to,” “forecast,” “may,” “might,” “plan,”\n“potential,” “project,” “seek,” “should,” “target,” “will,” “would”\nand similar expressions (including the negative of any of the foregoing) are intended to identify forward-looking statements, though not\nall forward-looking statements contain these identifying words. These forward-looking statements are not historical facts, and are based\non current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management,\nmany of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking\nstatements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult\nto predict. These forward-looking statements include, without limitation, statements about the following matters:

our digital asset treasury strategy, including our planned acquisition and holding of Bitcoin, our covered-call\nyield strategy, our arrangements with Blockchain.com (BVI) II Limited (“Blockchain.com”) under the ISDA Master\nAgreement and related transaction documents, and any associated derivative and hedging transactions;

the price and volatility of Bitcoin and other digital assets, and the related impact on our financial\ncondition, results of operations and liquidity;

our exit from the legacy solar operations conducted through Sono Motors GmbH, a German limited liability\ncompany (Gesellschaft mit beschränkter Haftung) (“Sono Motors GmbH”), which was completed during the fiscal\nquarter ended June 30, 2026 through the execution and consummation of a Share Purchase and Transfer Agreement, dated May 4, 2026 (the\n“SPA”), pursuant to which Sono N.V. sold Sono Motors GmbH on May 4, 2026;

the planned solicitation of the ratification by our shareholders of Sono N.V.’s engagement in the\ndigital asset treasury strategy at an extraordinary general meeting of shareholders (the ratification by our shareholders of the engagement\nby Sono N.V. in the digital asset treasury strategy is not covered by this proxy statement/prospectus and will not be presented for a\nvote of Sono N.V.’s shareholders at the Special Meeting);

\n\n\n

the planned entry into a definitive business combination agreement with\nSports One and the closing of a business combination with Sports One pursuant to the terms thereof (any shareholder approval required\nin connection with the proposed business combination with Sports One will be solicited pursuant to a separate proxy statement/prospectus\nto be filed with the SEC and is not covered by this proxy statement/prospectus or the Special Meeting, as further described elsewhere\nin this proxy statement/prospectus);

our ability to maintain compliance with the continued listing standards of Nasdaq;

our liquidity and our ability to continue as a going concern;

the effectiveness of our internal control over financial reporting and disclosure controls and procedures,\nand our plans to remediate identified material weaknesses;

our expectations regarding the regulatory environment for digital assets and the development of the markets\nin which we operate;

our expectations and beliefs regarding accounting and tax matters;

changes in general political, economic and competitive conditions and specific market conditions;

our ability to obtain the required shareholder vote to adopt the Redomiciliation Proposal, the\nMerger Proposal and the Nasdaq Share Authorization Proposal;

the satisfaction of the conditions to the Redomiciliation Transaction;

the outcome of any legal proceedings that may be instituted against us following announcement of the Redomiciliation\nTransaction and related transactions;

our ability to take advantage of the potential strategic opportunities provided by, and realize the potential\nbenefits of, the Redomiciliation Transaction;

the risk that the Redomiciliation Transaction disrupts current plans and operations;

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the risk that shareholders may recognize gain or other income with respect to their shares upon effectiveness\nof the Redomiciliation Transaction;

the future financial performance of Sono Delaware following the Redomiciliation Transaction, if completed,\nincluding our anticipated growth rate and market opportunity;

changes in shareholders’ rights as a result of the Redomiciliation Transaction and the adoption\nof the Merger Proposal;

our ability to adapt to operating under the laws of the State of Delaware;

business uncertainties while the Redomiciliation Transaction is pending;

the risk that the Management Board, with approval of the Supervisory Board, may defer or abandon the Redomiciliation\nTransaction prior to the Special Meeting; and

costs related to the Redomiciliation Transaction.

These forward-looking statements are subject to known and unknown\nrisks, uncertainties and assumptions, many of which are beyond our control. In addition, these forward-looking statements reflect\nour current views with respect to future events and trends that we believe may affect our financial condition, results of\noperations, business strategy, short-term and long-term business operations and objectives, and financial needs. These\nforward-looking statements are neither promises nor guarantees of future performance. We caution you that forward-looking statements\nare not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the\ndevelopment of the markets in which we operate, may differ materially from those made in or suggested by the forward-looking\nstatements contained in this proxy statement/prospectus. Actual outcomes may differ materially from the information contained in the\nforward-looking statements as a result of a number of factors, including, without limitation, the risks, uncertainties and\nassumptions described under the heading “Risk Factors” contained in (1) Part I, Item 1A. of our 2025 Annual\nReport, (2) our other reports and registration statements filed from time to time with the SEC, and (3) other public announcements\nwe make from time to time.

Given these uncertainties, you should not place undue reliance on these\nforward-looking statements, which speak only as of the date of this proxy statement/prospectus, and you should not rely on forward-looking\nstatements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are\nreasonable, we cannot guarantee that the future results, performance or achievements reflected in the forward-looking statements will\nbe achieved or will occur. Except as required by law, we assume no obligation to update or revise these forward-looking statements for\nany reason, even if new information becomes available in the future.

All forward-looking statements included herein attributable to Sono N.V.\nor any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in\nthis section.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information\nfrom this proxy statement/prospectus and only briefly address some commonly asked questions about the proposed Redomiciliation Transaction,\nthe Special Meeting, and the proposals to be presented at the Special Meeting as described herein. The following questions and answers\ndo not include all the information that is important to Sono N.V. shareholders. You are urged to carefully read this entire proxy statement/prospectus,\nincluding the annexes and the other documents referred to herein, to fully understand the proposed Redomiciliation Transaction and the\nvoting procedures for the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED REDOMICILIATION TRANSACTION

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Q:	Why am I receiving a notice of extraordinary general meeting of shareholders of Sono N.V. and this proxy statement/prospectus?

A:	\n You are receiving a notice of extraordinary general meeting of shareholders\n of Sono N.V. and this proxy statement/prospectus because you are a shareholder of Sono N.V. as of the Record Date. If you are a shareholder\n of Sono N.V. as of the Record Date, you are entitled to notice of and have the right to attend the Special Meeting (or any adjournment(s)\n or postponement(s) thereof that may take place, unless otherwise decided by the Supervisory Board) and vote your shares, or if you are\n a Registered Shareholder you may grant a proxy to vote on the proposals included in this proxy statement/prospectus, at the Special Meeting\n to be held on _____, 2026. \n \n This proxy statement/prospectus, which you should read carefully, contains\n important information about the proposed Redomiciliation Transaction, the proposals to be presented for a vote at the Special Meeting,\n and how to vote at the Special Meeting.

Q:	What is the Redomiciliation Transaction?

A:	The Redomiciliation Transaction will, if completed, change the legal seat of Sono N.V. from the Netherlands, via Luxembourg, to the State of Delaware, through the implementation of a series of steps as further described under “Summary Term Sheet—Steps to the Redomiciliation Transaction.”

Q:	Why is Sono N.V. proposing the Redomiciliation Transaction?

A:	\n We are pursuing the Redomiciliation Transaction for a number of reasons. During the past two\nyears, the Supervisory Board, the Management Board and the rest of our management team undertook a review of our existing structure and\noperations, strategic opportunities and, in particular, the jurisdiction of incorporation of Sono N.V. Based upon such review, we believe\nthat implementing the Redomiciliation Transaction to change the legal seat of Sono N.V. from the Netherlands, via Luxembourg, to the State\nof Delaware will enhance shareholder value over the long-term, including by better positioning us to pursue the Sports One transaction\nand future strategic opportunities, as well as to enjoy various benefits, including: \n

\n\n

simplifying our corporate structure and streamlining reporting requirements, which will (i)\nfacilitate efforts by us to assess, implement, and remain compliant with multiple regulatory and reporting requirements for Sono Delaware\non a consolidated basis, (ii) reduce duplicative legal, accounting and compliance efforts related to maintaining a non-U.S. parent company,\nand (iii) provide opportunities for Sono Delaware to improve operational efficiencies and financial flexibility in the corporate treasury,\ncash management, risk management, and tax functions;

\n\n

streamlining our management, compliance and governance functions, by aligning our corporate\ndomicile with the locations of the members of the Management Board and the Supervisory Board and the majority of our executive leadership\nteam, who are based in the United States, which will (i) more closely align our legal structure with our operational and governance footprint,\n(ii) reduce the complexity and cost of cross-border regulatory compliance, (iii) facilitate board meetings and create opportunities for\nincreased shareholder engagement, and (iv) improve the efficiency of day-to-day corporate governance functions;

\n\n

benefiting from well-established principles of corporate governance under Delaware law, which\nare more closely aligned with the Nasdaq-CM listing standards and the SEC governance requirements;

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benefiting from greater certainty of U.S. tax treatment; and

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better positioning to respond to global tax developments.

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Q:	Are there any conditions to completing the Redomiciliation Transaction?

A:	\n Yes. In addition to the approval of the Redomiciliation Proposal and the\n Merger Proposal, our ability to initiate the Delaware Filings necessary to effectuate the Redomiciliation Transaction is conditioned on\n the following matters:

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neither the Management Board nor the Supervisory Board has determined for any reason that\nthe consummation of the Redomiciliation Transaction would be inadvisable or not in the interests of our shareholders and other stakeholders\nand, accordingly, terminated or abandoned such transaction;

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the Merger has become effective;

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the Plan of Domestication has been executed;

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the SEC has declared effective the Registration Statement of which this proxy statement/prospectus\nforms a part, and no stop order with respect thereto is in effect;

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the Nasdaq-CM has approved the Class A Common Stock for continued listing; and

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Sono N.V. is not subject to any decree, order, or injunction that prohibits the consummation\nof the Redomiciliation Transaction.

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If any of these conditions are not satisfied or waived (to the extent waivable) by the Management\nBoard, with the approval of the Supervisory Board, then the Redomiciliation Transaction will not be effectuated and the Proposed Organizational\nDocuments will not become effective. In addition, the expected timing for the completion of the Redomiciliation Transaction may be impacted\nby these or other conditions described in this proxy statement/prospectus. We cannot be certain when, or if, the conditions to the Redomiciliation\nTransaction will be satisfied or waived, or that the Redomiciliation Transaction will be completed.

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Q:	Will the business of Sono N.V. change following the Redomiciliation Transaction?

A:	No. The capitalization, assets and liabilities, and financial statements of Sono Delaware immediately following the Redomiciliation Transaction will be substantially the same as those of Sono N.V. immediately prior to the consummation of the Redomiciliation Transaction. After the Redomiciliation Transaction, Sono Delaware will continue to conduct the same business as conducted by Sono N.V. before the Redomiciliation Transaction. See “Summary of this Proxy Statement/Prospectus—Anticipated Accounting Treatment” for additional information.

Q:	Who will serve as directors and executive officers of Sono Delaware after giving effect to the Redomiciliation Transaction?

A:	\n The persons who will serve as directors and executive officers of Sono\n Delaware after giving effect to the Redomiciliation Transaction are expected to be the same persons currently serving as statutory and\n acting directors and executive officers of Sono N.V. \n As of the date of this proxy statement/prospectus, the statutory and acting\n directors and executive officers of Sono N.V. consist of (i) David Dodge, Christopher Schreiber and Owen May, our statutory directors\n who comprise the Supervisory Board, (ii) Kevin McGurn, our sole acting managing director and Chief Executive Officer who comprises the\n Management Board, and (iii) Martin Scott Calhoun, our Chief Financial Officer.

Q:	How will the directors and executive officers of Sono N.V. vote?

A:	\n None of Sono N.V.’s current statutory or\n acting directors or executive officers is a securityholder of Sono N.V. \n \n As of October 5, 2026, our largest shareholder, SVSE, was entitled to vote 230,751 Sono N.V.\nOrdinary Shares (which are entitled to one vote for each Sono N.V. Ordinary Share) and 40,000 Sono N.V. High Voting Shares (which are\nentitled to 25 votes for each Sono N.V. High Voting Share), for a total of 1,230,751 votes. Such shares currently represent approximately\n23.83% of the combined voting power in the share capital of Sono N.V., consisting of approximately 6.20% of the issued and outstanding\nSono N.V. Ordinary Shares and 100% of the issued and outstanding Sono N.V. High Voting Shares. George O’Leary, who previously served\nas Sono N.V.’s sole managing director and Chief Executive Officer, is currently the sole member of SVSE and, as a result, has voting\ncontrol over the shares held of record by SVSE. SVSE has delivered an irrevocable proxy to the Management Board and the Supervisory Board\ndirecting that all of the shares held by SVSE will be voted in favor of the Redomiciliation Proposal, the Merger Proposal and the Nasdaq\nShare Authorization Proposal at the Special Meeting.

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Q:	Will the shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock into which the Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, respectively, will be converted upon consummation of the Redomiciliation Transaction be listed on an exchange?

A:	\n The Sono N.V. Ordinary Shares commenced trading on the Nasdaq-CM under\n the ticker symbol “SSM” on September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to\n submit a notification form to Nasdaq. We expect that the Class A Common Stock will continue to trade under the same symbol on the Nasdaq-CM\n following the Redomiciliation Transaction. There is no assurance, however, that we will be able to satisfy the continued listing requirements\n of the Nasdaq-CM prior to or following the implementation of the Redomiciliation Transaction. \n \n The Sono N.V. High Voting Shares (of which 40,000 are issued and outstanding as of the date\nof this proxy statement/prospectus) and the Sono N.V. Preferred Shares (of which 1,317.5000 are issued and outstanding as of the date\nof this proxy statement/prospectus) are not currently, and we do not intend for the Sono N.V. High Voting Shares or the Sono N.V. Preferred\nShares (or, following the completion of the Redomiciliation Transaction, the Class B Common Stock or the Series A Preferred Stock) to\nbe, listed for trading on any securities exchange or included in any automatic quotation system.

Q:	Will the terms of the Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, respectively, change as a result of the Redomiciliation Transaction?

A:	No, subject to certain exceptions. The terms of the Class A Common Stock, the Class B Common Stock and the Series A Preferred Stock into which the Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares will be converted, respectively, will in each case be substantially the same as the terms of the Sono N.V. Ordinary Shares, the Sono N.V. High Voting Shares and the Sono N.V. Preferred Shares, respectively, under the Existing Articles, other than as may be impacted as a result of differences between the DGCL and Dutch corporate law. See “Comparison of Shareholder Rights Between Dutch Law and Delaware Law” and “Description of Sono Delaware Securities” for additional information.

Q:	How do I receive the shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock into which my Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, respectively, will be converted upon consummation of the Redomiciliation Transaction?

A:	\n If the Redomiciliation Proposal and the Merger Proposal are adopted by the requisite vote of\nthe shareholders of Sono N.V. at the Special Meeting, and by Sono N.V., as the sole shareholder of Sono Luxembourg, and the Redomiciliation\nTransaction is completed, then, subject to the terms of the Merger Agreement, at the Merger Effective Time, (i) each issued and outstanding\nSono N.V. Ordinary Share (excluding each Sono N.V. Ordinary Share held in the treasury of Sono N.V. which will be cancelled without any\nexchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for\none LuxCo Class A Ordinary Share; (ii) each issued and outstanding Sono N.V. High Voting Share (excluding each share of Sono N.V. High\nVoting Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. High Voting Shares held\nin the treasury and dissenting shares) will be automatically cancelled and exchanged for 25 LuxCo Class B Ordinary Shares; and (iii) each\nissued and outstanding Sono N.V. Preferred Share (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V.\nwhich will be cancelled without any exchange of such Sono N.V. Preferred Shares held in the treasury and dissenting shares) will be automatically\ncancelled and exchanged for 30,000 LuxCo Preferred Shares. Subject to the completion of the Merger, and as soon as practicable thereafter,\nwhich is expected to be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the Plan of Domestication\nat the Redomiciliation Effective Time, at which time (a) each issued and outstanding LuxCo Class A Ordinary Share will be automatically\nconverted into one share of Class A Common Stock; (b) each set of 25 issued and outstanding LuxCo Class B Ordinary Shares will be automatically\nconverted into one share of Class B Common Stock; and (c) each set of 30,000 issued and outstanding LuxCo Preferred Shares will be automatically\nconverted into one share of Series A Preferred Stock. \n \n You will not be required to take any action to exchange your shares as\n a result of the Redomiciliation Transaction. Book entry records representing Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and\n Sono N.V. Preferred Shares will, at the Redomiciliation Effective Time, automatically represent the same number of shares of Class A Common\n Stock, Class B Common Stock or Series A Preferred Stock, as applicable, and record thereof will be made in the share register of Sono\n Delaware. If you hold shares in a brokerage account or through a broker, bank or other nominee, you are considered the beneficial owner\n (each, a “*Beneficial Holder*”) of shares held in street name. If you are a Beneficial Holder of Sono N.V. Ordinary\n Shares held in “street name” through a broker, bank or other nominee, your ownership of shares of Class A Common Stock\n will be recorded in book-entry form by your nominee (for shares held in “street name”), and if you are a holder of record\n of issued and outstanding Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and/or Sono N.V. Preferred Shares held in book-entry\n form, your ownership of shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock, as applicable, will be\n recorded in book-entry form by the Transfer Agent or Sono N.V. (for shares held by record holders in book-entry form), in each case, without\n the need for any additional action on your part. \n \n Following the completion of the Redomiciliation Transaction, holders of\n record will each be issued a book-entry statement of their holdings in Sono Delaware in the normal course.

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Q:	Will the Redomiciliation Transaction dilute my voting or economic interest in Sono N.V.?

A:	No. The exchange and conversion (as applicable) of shares at each step of the Redomiciliation Transaction is structured to preserve, rather than alter, the voting and economic interests of the holders of each class of Sono N.V. shares as of immediately prior to the Merger Effective Time. In particular, because Luxembourg law does not permit super-voting shares, the respective exchange and conversion ratios for the LuxCo Class B Ordinary Shares and the LuxCo Preferred Shares at each step of the Redomiciliation Transaction, are designed to replicate, in the aggregate, the same voting power and conversion economics that the Sono N.V. High Voting Shares and Sono N.V. Preferred Shares have under the Existing Articles, as further described herein under the heading “Summary of this Proxy Statement/Prospectus—Overview of the Redomiciliation Transaction—Structuring of the Redomiciliation Transaction.” Accordingly, immediately after the Redomiciliation Transaction, the number of shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock, respectively, that will be issued and outstanding in Sono Delaware will be the same as the number of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, respectively, that are issued and outstanding in Sono N.V. immediately prior to the consummation of the Merger. Furthermore, as described above, under the Existing Articles, each Sono N.V. Ordinary Share is entitled to cast one vote, each Sono N.V. High Voting Share is entitled to cast 25 votes, and each Sono N.V. Preferred Share is entitled to cast 30,000 votes, at any general meeting of shareholders of Sono N.V. Under the Proposed Charter, the rights and preferences of the Class A Common Stock, the Class B Common Stock and the Series A Preferred Stock, respectively, will be substantially identical to the rights and preferences of the Sono N.V. Ordinary Shares, the Sono N.V. High Voting Shares and the Sono N.V. Preferred Shares, respectively, under the Existing Articles, other than as may be impacted as a result of differences between the DGCL and Dutch corporate law. Therefore, if the Redomiciliation Transaction is consummated, a shareholder that holds Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares or Sono N.V. Preferred Shares immediately prior to the Merger Effective Time would, immediately after the Redomiciliation Transaction, hold the same number of shares of the corresponding class of Sono Delaware stock—Class A Common Stock, Class B Common Stock or Series A Preferred Stock, respectively—with substantively the same voting and economic rights on a per-share basis under the Proposed Charter. This structure is intended to preserve the existing voting and economic interests of existing shareholders and will not dilute a shareholder’s economic or voting interest in Sono Delaware relative to that shareholder’s current interest in Sono N.V. as of the Merger Effective Time.

Q:	Will I have appraisal or dissenters’ rights in connection with the Redomiciliation Transaction?

A:	There are no statutory appraisal rights under Luxembourg law in connection\nwith the Redomiciliation Transaction.

	If the Special Meeting adopts the Redomiciliation Proposal and the Merger Proposal,\nany Registered Shareholder that voted against the Merger Proposal may file a request in accordance with article 2:333h of the Netherlands\nCompany Law (each, a “*Withdrawal Request”), during the period commencing upon the conclusion of the Special\nMeeting and ending at the close of business on the date that is one month after the date of the Special Meeting (the “Withdrawal\nPeriod”). A Registered Shareholder who has voted in favor of the Merger Proposal at the Special Meeting, abstained from\nvoting, or was not present or represented at the Special Meeting, does not have any rights to file a Withdrawal Request. A Registered\nShareholder who has duly elected to exercise and duly submitted a Withdrawal Request (each, a “Withdrawing Shareholder”)\nmay only make a Withdrawal Request in respect of shares of Sono N.V. that the Withdrawing Shareholder: (i) held at the Record Date and\nin respect of which such Withdrawing Shareholder voted against the Merger Proposal and (ii) still holds at the time of the Withdrawal\nRequest (such shares, “Sono N.V. Exit Shares”). If Sono N.V. Exit Shares are held by a Withdrawing Shareholder\nin an account with an intermediary, the legal title to such shares must be transferred in accordance with the Withdrawal Request Form\nand, following such transfer, such Sono N.V. Exit Shares cannot be traded on a trading venue. Once the Withdrawal Period has ended, a\nWithdrawal Request will be irrevocable. Following the submission of a Withdrawal Request, a Withdrawing Shareholder is not permitted to\ntransfer or dispose of its Sono N.V. Exit Shares in any manner, except with the prior written approval of Sono N.V. In this proxy statement/prospectus,\nwe refer to the process described above as the “Withdrawal Mechanism*.”\n\n

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	Reference is made to various financial reporting and announcements of\nSono N.V. in which it has been disclosed that Sono N.V. is in need of imminent and continuing financing. At the date of this proxy statement/prospectus,\nSono N.V. has little to no cash available to compensate Withdrawing Shareholders. At the Merger Effective Time, a Withdrawing Shareholder\nwill not receive shares in Sono Luxembourg. Instead, a Withdrawing Shareholder will receive compensation in cash for the Sono N.V. Exit\nShares held by such Withdrawing Shareholder (the “*Cash Compensation*”), and such Sono N.V. Exit Shares will\nbe cancelled by operation of law as a consequence of the Merger taking effect. Due to reasons including, but not limited to, the imminent\nand continuing financing needs of Sono N.V. and the existing uncertainty as to the ability of Sono N.V. to continue as a going concern,\nas previously disclosed by Sono N.V., and the absence of cash or other forms of liquidity of Sono N.V. which makes Sono N.V. (or its\nlegal successor) unable to compensate Withdrawing Shareholders, the Cash Compensation per Sono N.V. Exit Share to be received by a Withdrawing\nShareholder will be equal to the nominal value of such Sono N.V. Exit Share. After the expiration of the Withdrawal Period, the management\nbodies of Sono N.V. and Sono Luxembourg will jointly determine the number of Withdrawing Shareholders and the aggregate number of Sono\nN.V. Exit Shares on the basis of the Withdrawal Requests received and not revoked during the Withdrawal Period. The Cash Compensation\nto a Withdrawal Shareholder may be subject to Dutch dividend withholding tax (for which the current statutory rate is 15%). Any taxes\nwill be borne by the Withdrawing Shareholder and withheld by Sono Luxembourg (or, if the Conversion has been implemented, by Sono Delaware)\nas the entity that will pay the Cash Compensation. Withdrawing Shareholders should determine for themselves whether they are entitled\nto any relief and should timely make proper filings in this respect.

	Sono N.V. and Sono Luxembourg each explicitly reserve the right to abandon\nthe Merger if (i) the number of Withdrawing Shareholders is such that Sono Luxembourg may be brought into financial difficulties as a\nresult of payment of the aggregate Cash Compensation to the Withdrawing Shareholders (as determined by Sono N.V. or Sono Luxembourg in\nits discretion) or Sono Luxembourg would no longer comply with Luxembourg law or the Netherlands Company Law, and/or (ii) a Withdrawing\nShareholder makes a request as referred to in article 2:333h paragraph 4 of the Netherlands Company Law. If the Merger is not implemented,\nno Registered Shareholder will have any rights under the Withdrawal Mechanism. The management body of Sono Luxembourg may resolve to\nwaive this condition.

	Further instructions and details on the requirements to exercise rights under the Withdrawal\nMechanism are included in the Merger Agreement. A Withdrawing Shareholder must make a Withdrawal Request in accordance with article 2:333h\nparagraph 4 of the Netherlands Company Law. The Withdrawal Mechanism established by Sono N.V. and Sono Luxembourg has been or will be\nsubmitted for evaluation purposes to experts appointed by Sono N.V. and Sono Luxembourg, in accordance with the requirements of the Netherlands\nCompany Law.

QuestionS and Answers about\nthe Special Meeting

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Q:	What am I voting on and how do the Management Board and the Supervisory Board recommend that I vote?

A:	You will be voting on the following proposals at the Special Meeting. After careful consideration, the Management Board and the Supervisory Board unanimously recommend that the shareholders of Sono N.V. vote as follows:

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(1)

Voting Proposal No. 1: “FOR” approval of the Redomiciliation Proposal.

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(2)

Voting Proposal No. 2: “FOR” approval of the Merger Proposal.

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(3)

Voting Proposal No. 3: “FOR” approval of the Nasdaq Share Authorization\nProposal.

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Q:	Are the proposals to be voted on at the Special Meeting conditioned on one another?

A:	The consummation of the proposed Redomiciliation Transaction is conditioned on the approval of the Redomiciliation Proposal and the Merger Proposal, subject to the terms of the Merger Agreement and the Plan of Domestication, respectively, and is not conditioned on the approval of the Nasdaq Share Authorization Proposal. Accordingly, neither the Redomiciliation Proposal nor the Merger Proposal is conditioned on the approval of the Nasdaq Share Authorization Proposal at the Special Meeting, and each of the Redomiciliation Proposal and the Nasdaq Share Authorization Proposal will be presented for a vote regardless of whether any other proposal is approved at the Special Meeting. If the Redomiciliation Proposal is not approved, the Merger Proposal will not be presented for a vote.

Q:	Who may vote at the Special Meeting?

A:	Only Registered Shareholders, being the holders of record of issued and outstanding Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares at the close of business on _____, 2026, the Record Date, are entitled to notice of the Special Meeting and the right to vote and have their votes counted at the Special Meeting and any adjournments of the Special Meeting. There were ______ Sono N.V. Ordinary Shares, ______ Sono N.V. High Voting Shares and ______ Sono N.V. Preferred Shares, issued and outstanding as of the Record Date. Each Sono N.V. Ordinary Share is entitled to cast one vote on each voting proposal. Each Sono N.V. High Voting Share is entitled to cast 25 votes on each voting proposal. Each Sono N.V. Preferred Share is entitled to cast 30,000 votes on each voting proposal.

Q:	What are the quorum requirements for the Special Meeting?

A:	A quorum of at least one third of the issued shares of Sono N.V. to which voting rights are attached pursuant to the Existing Articles or Dutch law, must be present or represented by proxy at the Special Meeting.

Q:	What if a quorum is not present at the Special Meeting?

A:	If the required one-third quorum is not present at the Special Meeting, the chairperson of the Special Meeting has the power to adjourn the Special Meeting to a later date or dates until such time as a quorum may be obtained. In such case, a new meeting will be convened in accordance with applicable law and the Existing Articles.

Q:	What vote is required for the approval of each proposal at the Special Meeting?

A:	\n Voting Proposal Nos. 1 & 3: The approval of the Redomiciliation\n Proposal and the Nasdaq Share Authorization Proposal will require the affirmative vote (in person or by proxy) of the holders of a simple\n majority of the votes attached to the Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, issued and\n outstanding as of the Record Date and entitled to vote thereon and actually cast at the Special Meeting, voting together as a single class\n in a meeting where at least one third of the issued shares of Sono N.V. are represented. \n \n Voting Proposal No. 2: The approval of the Merger Proposal will\n require the affirmative vote (in person or by proxy) of the holders of a two-thirds majority of the votes attached to the Sono N.V. Ordinary\n Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, issued and outstanding as of the Record Date and entitled to vote\n thereon and actually cast at the Special Meeting, voting together as a single class in a meeting where at least one third of the issued\n shares of Sono N.V. are represented. If the Redomiciliation Proposal is not approved, the Merger Proposal will not be presented for a\n vote. \n \n \n\n In addition, the consummation of the Redomiciliation Transaction will require the approval of\nSono N.V., as the sole shareholder of Sono Luxembourg, at an extraordinary general meeting of the sole shareholder of Sono Luxembourg\nheld before a Luxembourg civil law notary. \n\n

Q:	What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:	\n As summarized below, there are some distinctions between shares held of\n record and those owned beneficially. \n

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Registered Shareholder: If your shares are registered directly in your name with the\nTransfer Agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, the shareholder of record and we are sending\nthese proxy materials directly to you. As the shareholder of record, you have the right to vote your shares in person at the Special\nMeeting or to grant a proxy to vote your shares to Sono N.V. or any other person who will appear in person at the Special Meeting (and\nany adjournment(s) or postponement(s) thereof) and vote your shares on your behalf.

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Beneficial Holder: If you hold shares in a brokerage account or through a broker,\nbank or other nominee, you are a Beneficial Holder of shares held in street name. Your broker, bank or other nominee is considered, with\nrespect to those shares, the shareholder of record and is required to vote the shares it holds on your behalf according to your instructions.\nThe proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the broker, bank or other nominee\nthat is the shareholder of record of your shares. In order to vote your shares, you will need to follow the instructions that your broker,\nbank or other nominee provides to you.

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Q:	Am I entitled to vote if my shares are held in “street name”?

A:	Yes. If you are a Beneficial Holder of shares held in street name (i.e., held for your account by a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee explaining how to vote your shares and you will have the option to cast your vote in the manner provided in the voting instructions. To be sure that your vote is received in time, we urge you to promptly cast your vote by your choice of available means.

Q:	If my shares are held in “street name”, will my bank, broker or other nominee automatically vote my shares for me?

A:	\n If you are a Beneficial Holder, your broker, bank or other nominee cannot\n vote your Sono N.V. Ordinary Shares on non-routine matters, such as the Redomiciliation Transaction, without instructions from you. You\n should therefore instruct your broker, bank or other nominee as to how to vote your shares, following the directions from your broker,\n bank or other nominee provided to you. Please check the voting form used by your broker, bank or other nominee. Broker non-votes will\n not count as shares present or for the purpose of determining the number of votes cast, and we do not expect any broker non-votes at the\n Special Meeting because the rules applicable to banks, brokers, and other nominees only provide brokers with discretionary authority to\n vote on proposals that are considered routine, whereas the proposals to be presented at the Special Meeting are considered non-routine.\n As a result, no broker will be permitted to vote your Sono N.V. Ordinary Shares at the Special Meeting without receiving instructions. \n \n Beneficial Holders of Sono N.V. Ordinary Shares held through a broker,\n bank or other nominee may not vote the underlying shares at the Special Meeting, unless they first obtain a signed “legal proxy”\n from the broker, bank or other nominee through which you beneficially own your shares.

Q:	How may I vote my shares?

A:	\n You may vote “FOR” or “AGAINST” or\n “ABSTAIN” on each of the voting proposals. Registered Shareholders may vote as follows: \n

By\nInternet. Follow the instructions on the enclosed proxy card to vote online. Enter the control number located on your proxy card.\nYour shares will be voted in accordance with your instructions. You must specify how you want your shares voted or your internet vote\ncannot be completed.

By\nTelephone. Follow the instructions on the enclosed proxy card to vote via touch tone telephone. Enter the control number located\non your proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted or\nyour telephone vote cannot be completed.

By\nMail. Complete, sign and mail your proxy card in the enclosed return envelope to the address provided. If you mail the proxy card\nwithin the United States, no additional postage is required. Your shares will be voted in accordance with your instructions. If you choose\nto vote by telephone or by internet, you do not have to return your proxy card.

In\nPerson at the Special Meeting. If you are a Registered Shareholder and you wish to attend the Special Meeting in person, you must\n(i) notify Sono N.V. in writing at ir@sonomotors.com of your intention to attend the Special Meeting, stating your name and the number\nof registered shares you hold, by no later than 12:00 p.m. Central European Time on _______, 2026 and (ii) bring a form of\npersonal picture identification to the Special Meeting and evidence of your entitlement to Sono N.V. Ordinary Shares, Sono N.V. High\nVoting Shares or Sono N.V. Preferred Shares (as applicable). Failure to comply with these requirements may preclude you from being admitted\nto the Special Meeting. Directions to the Special Meeting are available by contacting Investor Relations at our principal executive offices,\nlocated at 4965 Trinidad Drive, Land O’ Lakes, Florida 34639, United States of America, or by telephone at +1 (352) 502-1191\nor email at ir@sonomotors.com.

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If you are a holder of Sono N.V. High Voting Shares or Sono N.V. Preferred Shares at the\nclose of business on the Record Date, you may also vote your shares by signing, dating, and returning the voting form separately provided\nto you in accordance with the instructions provided therein. Voting your Sono N.V. High Voting Shares or your Sono N.V. Preferred Shares\nby returning the voting form separately provided to you will supersede your right to vote your Sono N.V. High Voting Shares or your Sono\nN.V. Preferred Shares in person or via proxyholder if you attend or are represented at the Special Meeting, provided that you return\na valid voting form, duly filled in, dated, and signed.

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If you are a Beneficial Holder, meaning that your Sono N.V. Ordinary Shares\n are held in street name at the close of business on the Record Date:

Your\nbroker, bank or other nominee will provide you with a voting instruction card for you to use to instruct them on how to vote your shares.\nCheck the instructions provided by your broker, bank or other nominee to see which options are available to you. However, since you are\nnot the holder of record of your shares, you may not vote your shares in person at the Special Meeting unless you request and obtain\na valid proxy from your broker, bank or other nominee.

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See “—Q: May I attend the Special Meeting in person?”\n for additional information.

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Please ensure that you vote in advance of the Special Meeting by internet,\n by telephone or by mail, in accordance with the instructions above. To be sure that your vote will be received in time (and no later than\n 12:00 p.m. Central European Time on _______, 2026), please cast your vote by your choice of available means at your earliest convenience.\n Even if you plan to attend the Special Meeting in person, we encourage you to vote your shares online or by telephone.

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Q:	What does it mean to vote “ABSTAIN” and what happens if I abstain from voting?

A:	An “abstention” represents a shareholder’s\n affirmative choice to decline to vote on a proposal. Abstentions are not considered votes cast but will be counted for purposes of\n determining whether a quorum is present at the Special Meeting. If an executed proxy card or voting instruction form is returned and\n the shareholder has voted “ABSTAIN” on any proposal, the shares represented by the proxy will be considered present at\n the Special Meeting for the purpose of determining a quorum. Abstentions will not be counted as votes cast and therefore, they will\n have no effect on the outcome of any proposal. However, a Registered Shareholder who votes “ABSTAIN” with respect to the Merger Proposal, or who is not present or represented at the Special Meeting, does not have any statutory appraisal rights\nunder the Netherlands Company Law. For information regarding appraisal rights that may be available to shareholders under Dutch law, see\n“Questions and Answers about the proposed Redomiciliation Transaction—Will I have appraisal or dissenters’ rights\nin connection with the Redomiciliation Transaction?”

Q:	What is a “broker non-vote”?

A:	A “broker non-vote” occurs when a broker, bank or other nominee submits a proxy that does not indicate a vote for one or more of the proposals because the broker, bank or other nominee has not received instructions from the Beneficial Holder on how to vote on such proposal and does not have discretionary authority to vote in the absence of instructions. A “broker non-vote” will have no effect on the outcome of the Redomiciliation Proposal, the Merger Proposal or the Nasdaq Share Authorization Proposal so long as a quorum is present. Because brokers do not have discretionary voting authority with respect to any of the proposals described in this proxy statement/prospectus, if a Beneficial Holder of Sono N.V. Ordinary Shares does not give voting instructions to their broker, bank or other nominee, then those Sono N.V. Ordinary Shares will not be present or voted at the Special Meeting, and, therefore, will not count towards the quorum of the Special Meeting.

Q:	May I change or revoke my vote?

A:	\n Even if you cast your vote by executing and delivering your proxy card,\n you retain the right to revoke and change your vote prior to the Special Meeting. If you are a Registered Shareholder who holds Sono N.V.\n Ordinary Shares, Sono N.V. High Voting Shares or Sono N.V. Preferred Shares at the close of business on the Record Date, you may\n change your vote by doing any one of the following: \n

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(1)

Vote over the internet or by telephone as instructed above. Only your latest internet or\ntelephone vote is counted. You may not change your vote over the internet or by telephone after 12:00 p.m. Central European Time\non _______, 2026.

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(2)

Notify us of your intention to revoke your proxy no later than 12:00 p.m. Central\n European Time on _______, 2026. Such revocation may be effected in writing by execution of a subsequently dated proxy, or by a\n written notice of revocation, sent to the attention of Investor Relations at the address of our principal executive offices or by\n email at ir@sonomotors.com.

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(3)

Attend the Special Meeting in person and vote as instructed above.

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If you are a Beneficial Holder, meaning that your Sono N.V. Ordinary Shares are held in street name,\n you may submit new voting instructions by contacting your broker, bank or other nominee.

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Unless so revoked, the Sono N.V. Ordinary Shares, Sono N.V. High Voting\n Shares and Sono N.V. Preferred Shares represented by a proxy, if timely received, will be voted in accordance with the directions given\n therein.

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If the Special Meeting is postponed or adjourned for any reason, at any\n subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the\n original convening of the Special Meeting (except for any proxies that have at that time effectively been revoked or withdrawn).

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Q:	May I attend the Special Meeting in person?

A:	\n Only shareholders who have given notice in writing to Sono N.V. by 12:00\n p.m. Central European Time on _______, 2026 of their intention to attend the Special Meeting are entitled to attend the Special\n Meeting in person. The conditions for attendance at the Special Meeting are as follows:

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Registered Shareholders must (i) notify Sono N.V. in writing of their intention to attend\nthe Special Meeting in person by submitting their name and the number of registered shares held by them through Sono N.V.’s email\naddress at ir@sonomotors.com no later than 12:00 p.m. Central European Time on _______, 2026, and (ii) bring a form of personal\npicture identification to the Special Meeting and evidence of their entitlement to Sono N.V. Ordinary Shares, Sono N.V. High Voting\nShares or Sono N.V. Preferred Shares (as applicable).

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Beneficial Holders must have their financial intermediary, agent or broker with whom the\nshares are on deposit issue a proxy to them that confirms they are authorised to participate in and vote at the Special Meeting. These\nBeneficial Holders must (i) notify Sono N.V. of their intention to attend the Special Meeting by submitting their name and the number\nof shares beneficially owned by them through Sono N.V.’s email address at ir@sonomotors.com no later than 12:00 p.m. Central European\nTime on _______, 2026, (ii) bring an account statement or a letter from the record holder indicating that the Beneficial Holder\nowned the shares as of the Record Date, (iii) bring the proxy issued to them by their financial intermediary to the Special Meeting and\n(iv) bring a form of personal picture identification to the Special Meeting.

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By attending the Special Meeting, shareholders agree to abide by the agenda and procedures for the\n Special Meeting, copies of which will be distributed to attendees at the meeting.

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Q:	Who is soliciting proxies for the Special Meeting, and who is paying for this proxy solicitation?

A:	\n The Supervisory Board is soliciting your proxy, and Sono N.V. will bear\n the cost of this solicitation of proxies. This includes the charges and expenses for preparation, assembly, printing, mailing, and distribution\n of this proxy statement/prospectus and the related proxy materials. Sodali & Co, a proxy solicitor, has been retained to assist Sono N.V.\n in the solicitation of proxies for the Special Meeting, and Sono N.V. will pay Sodali & Co $25,000, plus reimbursement for its reasonable\n out-of-pocket expenses, and indemnify Sodali & Co and its affiliates against certain claims, liabilities, losses, damages and expenses\n for its services as Sono N.V.’s proxy solicitor. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via\n the internet by Sodali & Co, or, without any additional compensation, by certain of Sono N.V.’s directors, officers and employees. \n \n We will ask banks, brokers and other institutions, nominees and fiduciaries\n holding Sono N.V. Ordinary Shares beneficially owned by others to forward this proxy statement/prospectus and the related proxy materials\n to their principals and to obtain their authority to execute proxies and voting instructions. Sono N.V. will reimburse brokerage firms\n and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related proxy\n materials to our shareholders.

Q:	What does it mean if I receive more than one proxy card or voting instruction form?

A:	It means your shares are registered differently or are held in more than one account. Please provide voting instructions for all proxy cards and voting instruction forms you receive.

Q:	How are votes counted?

A:	Sono N.V. will tabulate the votes submitted by proxy prior to the cut-off time as described in this proxy statement/prospectus. The chairperson of the Special Meeting will tabulate the votes validly cast at the Special Meeting by those present at the meeting, if any. These tabulations will be provided to Sono N.V.

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Q:	Where can I find the voting results?

A:	The preliminary voting results will be announced at the Special Meeting. The final results will be disclosed in a Current Report on Form 8-K, which we will file with the SEC as soon as practicable after the Special Meeting.

Q:	Whom should I contact if I have any questions about the proposals, the Special Meeting or voting?

A:	\n If you are a Registered Shareholder and have any questions about the proposals or the Special Meeting,\nor if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus,\nthe 2025 Annual Report or the enclosed proxy card, you should contact Sodali & Co, our proxy solicitor, by calling +1 (800) 662-5200\n(toll-free), or banks and brokers can call +1 (203) 658 - 9400, or by emailing SSM@info.sodali.com. \n \n If your shares are held through an account with a broker, dealer, bank\n or other nominee, you should call your broker, dealer, bank or other nominee for additional information.

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SUMMARY OF THIS PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus\nand does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at\nthe Special Meeting, you should read this entire document carefully, including the Merger Agreement, the Plan of Domestication, the Proposed\nCharter and the Proposed Bylaws attached as Annex A, Annex B, Annex C and Annex D, respectively, to this proxy\nstatement/prospectus, which are incorporated by reference into this proxy statement/prospectus. For a discussion of certain tax considerations\nrelating to the proposed Redomiciliation Transaction under U.S. federal law and Luxembourg and Dutch laws, respectively, see the sections\nherein entitled, “U.S. Federal Income Tax Considerations” beginning on page 83, “Luxembourg Tax Considerations”\nbeginning on page 93, and “Netherlands Tax Considerations” beginning on page 95.

Our Company

Sono N.V. is a public company with limited liability (naamloze vennootschap)\nduly incorporated and validly existing under the laws of the Netherlands, and registered with the Dutch trade register under number 80683568.\nThe business address of Sono N.V. is 4965 Trinidad Drive, Land O’ Lakes, FL 34639, United States of America. The telephone number\nof Sono N.V. is +1 (352) 502-1191, and our website address is https://ir.sonomotors.com/.

Sono N.V. was incorporated on October 23, 2020, pursuant to the laws of\nthe Netherlands, as a wholly owned-subsidiary of Sono Motors GmbH. As part of the corporate reorganization that was completed on November\n27, 2020, our then-existing shareholders contributed all of their shares in Sono Motors GmbH to Sono Motors Finance B.V. in exchange for\nnewly issued common shares of Sono Motors Finance B.V. In addition, the sole issued and outstanding common share in Sono Motors Finance\nB.V. at that time, which was held by Sono Motors GmbH, was cancelled (ingetrokken). As a result, Sono Motors GmbH became a wholly\nowned subsidiary of Sono Motors Finance B.V. and the then-existing shareholders of Sono Motors GmbH became the shareholders of Sono Motors\nFinance B.V. Also on November 27, 2020, Sono Motors Finance B.V. was converted into a public company with limited liability under Dutch\nlaw (naamloze vennootschap), and changed its legal name from Sono Motors Finance B.V. to Sono Group N.V.

The Sono N.V. Ordinary Shares commenced trading on the Nasdaq-CM under\nthe ticker symbol “SSM” on September 5, 2025. The Sono N.V. High Voting Shares and the Sono N.V. Preferred Shares have never\nbeen, and Sono N.V. does not intend for them to be, listed for trading on any securities exchange or included in any automatic quotation\nsystem.

Prior to the May 4, 2026 sale of Sono Motors GmbH, Sono N.V.’s wholly\nowned subsidiaries consisted of Sono Motors GmbH and Sono Luxembourg. On May 4, 2026, Sono N.V. sold Sono Motors GmbH pursuant to the\nSPA, as a result of which Sono N.V. ceased to be the ultimate parent of Sono Motors GmbH on May 4, 2026. As of the date of this proxy\nstatement/prospectus, Sono N.V.’s wholly owned subsidiaries consist of, and Sono N.V. is the ultimate parent of, Sono Luxembourg.

Business Overview

Digital Asset Treasury Strategy

On March 14, 2026, the Management Board, with the approval of the Supervisory\nBoard, adopted a digital asset treasury strategy. Under the digital asset treasury strategy, the principal holding in Sono N.V.’s\ntreasury reserve on its balance sheet is allocated to digital assets, principally Bitcoin (“Bitcoin” or “BTC”),\nby applying a covered-call yield strategy. In connection with the digital asset treasury strategy, on March 10, 2026, Sono N.V. entered\ninto a 2002 ISDA Master Agreement, a related Schedule and a Credit Support Annex with Blockchain.com, facilitating Sono N.V. to enter\ninto derivative and/or hedging transactions to manage the risk associated with the digital asset treasury strategy.

The Sports One Transaction

We have also stated a desire to enhance our ability to consider various\nstrategic opportunities that might become available to us. In that regard, and in conjunction with a registered direct offering of Sono\nN.V. Ordinary Shares as further described herein, we have on August 31, 2026 announced that we and Sports One (“Sports One”),\nan entity that has recently been formed by certain of the purchasers in the registered direct offering to operate a sports intelligence\nbusiness that provides real-time athlete-level data, social media value scoring, and quantified data for what each athlete is worth to\nsponsors, and which also intends to acquire and hold minority interests in professional sports teams with primary focus on the NBA, NFL,\nMLB and NHL, have entered into a non-binding letter of intent (the “Letter of Intent”) for a business combination.\nThe Sports One sports intelligence business combines AI intellectual property and proprietary intelligence that does not currently exist\nin the market, enabling athletes as a new asset category and supports operating decisions for teams / universities (NIL), betting/prediction\ncompanies, and brands, among others. Through the business combination, Sports One will become a publicly listed company with a business\nthat is uniquely anchored by long-term ownership of minority interests in major sports franchises, with the optionality provided by a\nscalable data-and-intelligence operation that opens up new categories for athlete engagement and value benchmarking. Unlike a traditional\nprivate investment fund with a fixed lifespan, the public permanent-capital structure will allow Sports One to hold and scale team interests\nindefinitely. Sports franchise interests have historically been difficult to access and remain highly illiquid. Sports One’s publicly-traded\napproach will provide investors with daily liquidity, and exposure across a diversified portfolio of the major sports team and league\ninterests.

Concurrently with the signing of the Letter of Intent, a group of investors\naffiliated with Sports One purchased 283,500 Sono N.V. Ordinary Shares in a registered direct offering, representing 19.9% of the Sono\nN.V. Ordinary Shares issued and outstanding immediately prior to such offering.

In addition, in connection with the Letter of Intent for the proposed Sports\nOne combination, the holder of a majority of the issued and outstanding Sono N.V. Preferred Shares as of October 5, 2026, Yorkville, entered\ninto a call option agreement (the “Sports One Call Option Agreement”) with an affiliate of Sports One pursuant\nto which the affiliate has the right to acquire up to approximately half of the issued and outstanding Sono N.V. Preferred Shares (a total\nof up to 700 Sono N.V. Preferred Shares) from Yorkville, to the extent that the affiliate exercises the option provided for in such Sports\nOne Call Option Agreement prior to the expiration of such option 15 calendar days after the closing of the proposed combination with Sports\nOne contemplated by the Letter of Intent (the “Sports One Call Option”). Pursuant to the Sports One Call Option\nAgreement, Yorkville has agreed not to dispose of the 700 Sono N.V. Preferred Shares subject to the Sports One Call Option Agreement or\nto convert them to Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common\nStock) prior to the expiration of the Sports One Call Option. There are no other restrictions on any shares held by Yorkville.

Under the terms of the Letter of Intent, Sono N.V. and Sports One intend\nto enter into a definitive agreement pursuant to which Sono N.V. and Sports One would combine, with the former equityholders of both entities\nholding equity in the combined, surviving public company listed on Nasdaq or a national stock exchange and with Sports One’s existing\nequityholders owning a super-majority of the equity in such surviving public company. The final terms of the definitive agreement are\nsubject to the completion of due diligence to Sono N.V.’s satisfaction. In addition, the completion of the proposed transaction\nwith Sports One is subject to, among other things, the negotiation and execution of definitive documentation, the completion of any required\nregulatory review, and receipt of the requisite approval in favor of the proposed Sports One transaction by Sono N.V.’s shareholders\nwhich will be solicited pursuant to a separate proxy statement/prospectus to be filed with the SEC and is not covered by this proxy statement/prospectus\nor the Special Meeting. See the Current Report on Form 8-K filed by Sono N.V. with the SEC on August 31, 2026 for additional information.

The Sports One sports intelligence business combines AI intellectual property\nand proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports operating\ndecisions for teams and universities (NIL), betting and prediction companies, and brands, among others. Through the proposed business\ncombination, Sports One would become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority\ninterests in major sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories\nfor athlete engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital\nstructure would allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult\nto access and remain highly illiquid; Sports One’s publicly-traded approach is designed to provide investors with daily liquidity\nand exposure across a diversified portfolio of major sports team and league interests. Implementation of the proposed Sports One transaction\nwill involve risks relating to league and existing-owner approvals, applicable league institutional-ownership caps and governance safeguards,\nlimited liquidity and exit constraints for minority sports ownership interests, and sensitivity of franchise valuations to media rights\ncycles, sponsorship growth, regulatory developments and consumer engagement trends. The proposed Sports One transaction is also expected\nto require substantial capital because investments are expected to be sized and structured to fit within applicable league institutional-ownership\nlimitations.

In order to fund the implementation of the Sports One transaction, including the acquisition\nof passive minority interests in franchises directly or through league-approved institutional funds, Sono N.V. (or, following the consummation\nof the Redomiciliation Transaction, Sono Delaware) may need to raise capital through the sale of Covered Securities. The Sono N.V. Ordinary\nShares are currently listed on the Nasdaq-CM. As a result, Sono N.V. is subject to the Nasdaq Listing Rules, including Nasdaq Listing\nRule 5635(d), which generally requires listed companies, subject to certain exceptions, to obtain shareholder approval prior to a 20%\nIssuance at a price that is less than the Minimum Price. Accordingly, we are asking the shareholders of Sono N.V. to approve, for purposes\nof Nasdaq Listing Rule 5635(d), the issuance by Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono\nDelaware) of Covered Securities in one or more Covered Transactions, any of which may constitute a 20% Issuance and may be issued at a\nprice that is less than the Minimum Price, subject to the following parameters: (i) the applicable Covered Transaction is consummated\nduring the 9-month period following the conclusion of the Special Meeting; (ii) the maximum aggregate purchase price or principal amount,\nas applicable, of Covered Securities that may be issued pursuant to this authorization is $1 billion; and (iii) the price per share, discount\nrate or conversion rate underlying any Covered Security will be no more than 55% below the Minimum Price. See “Voting Proposal\nNo. 3: The Nasdaq Share Authorization Proposal” for additional information.

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Exit from Legacy Solar Operations

During the year ended December 31, 2025 and the subsequent period from January 1, 2026 through March\n14, 2026, Sono N.V. conducted its business through Sono Motors GmbH. On March 14, 2026, the Supervisory Board resolved to terminate\nall current and future funding commitments to Sono Motors GmbH and to exit the legacy solar operations conducted through Sono Motors GmbH\nwith immediate effect. On May 4, 2026, Sono N.V. sold and transferred 100% of the outstanding share capital of Sono Motors GmbH to third-party\npurchasers.

See the discussion under “Management’s Discussion and\nAnalysis of Financial Condition and Results of Operations,” as well as under the heading “Risk Factors”\nherein and in our 2025 Annual Report, as updated from time to time in our other filings with the SEC. Additional information\nregarding Sono N.V. is contained in the documents incorporated by reference into this proxy statement/prospectus and the other\ndocuments that we file with the SEC. See the section entitled “Where You Can Find More Information” beginning on\npage 122 of this proxy statement/prospectus. The information contained in, or that can be accessed through, Sono N.V.’s\nwebsite is not part of this proxy statement/prospectus or incorporated by reference herein.

Overview of the Redomiciliation Transaction (page 56)

We are asking the shareholders of Sono N.V. to approve the overall Redomiciliation Transaction\nwhereby Sono N.V.’s legal seat is changed from the Netherlands, via Luxembourg, to the State of Delaware, by implementing two substantially\nconcurrent transactions, as follows: (1) pursuant to the terms of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus\nas Annex A, Sono N.V. will, as soon as practicable following the lapse of certain mandatory waiting periods and fulfillment of\nstatutory formalities under Dutch and Luxembourg laws, merge with and into Sono Luxembourg, with Sono N.V. being the disappearing entity\nand Sono Luxembourg being the surviving entity, as a consequence of which Sono Luxembourg will acquire the assets and liabilities of Sono\nN.V. under universal title, while Sono N.V. will cease to exist, in conformity with the Merger Agreement, and Sono Luxembourg will be\nthe SEC registrant following the Merger, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg\nby exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall cease to exist, and (2) subject\nto the effectiveness of the Merger and as soon as practicable thereafter, which is expected to be six hours and two minutes later, pursuant\nto the Plan of Domestication to be entered into by Sono Luxembourg, the form of which is attached as Annex B to this proxy\nstatement/prospectus, Sono Luxembourg will convert under the laws of the State of Delaware from a company governed by Luxembourg law into\na corporation organized under the laws of the State of Delaware, and upon the Conversion will continue as an entity under the name “Sono\nGroup, Inc.,” without any discontinuation of Sono Luxembourg’s legal existence, without liquidation or dissolution, and without\ncreating a new legal entity, with the effect that Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to\nthe State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware will be the same entity, but with\na changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws of such changed jurisdiction of\ndomiciliation.

If the Redomiciliation Proposal and the Merger Proposal are adopted by\nthe requisite vote of our shareholders and the Redomiciliation Transaction is completed, then:

subject to the terms of the Merger Agreement, at the Merger Effective Time, (i) each issued and outstanding\nSono N.V. Ordinary Share (excluding each Sono N.V. Ordinary Share held in the treasury of Sono N.V. which will be cancelled without\nany exchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged\nfor one LuxCo Class A Ordinary Share; (ii) each issued and outstanding Sono N.V. High Voting Share (excluding each share of Sono N.V.\nHigh Voting Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. High Voting Shares\nheld in the treasury and dissenting shares) will be automatically cancelled and exchanged for 25 LuxCo Class B Ordinary Shares; and (iii) each\nissued and outstanding Sono N.V. Preferred Share (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V.\nwhich will be cancelled without any exchange of such Sono N.V. Preferred Shares held in the treasury and dissenting shares) will be automatically\ncancelled and exchanged for 30,000 LuxCo Preferred Shares; and

subject to the completion of the Merger, and as soon as practicable thereafter, which is expected\nto be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the Plan of Domestication, at which time\n(a) each issued and outstanding LuxCo Class A Ordinary Share will be automatically converted into one share of Class A Common Stock; (b) each\nset of 25 issued and outstanding LuxCo Class B Ordinary Shares will be automatically converted into one share of Class B Common Stock;\nand (c) each set of 30,000 issued and outstanding LuxCo Preferred Shares will be automatically converted into one share of Series A Preferred\nStock.

If the Redomiciliation Proposal and the Merger Proposal are approved by both the shareholders\nof Sono N.V., and Sono N.V., as the sole shareholder of Sono Luxembourg, and the other conditions to completion of the Redomiciliation\nTransaction are satisfied, we currently anticipate that the Redomiciliation Transaction will be consummated as soon as practicable following\nthe Special Meeting, subject to certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg\nlaws.

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On July 14, 2026, the Management Board and the Supervisory Board unanimously\napproved the Redomiciliation Transaction and the transactions and agreements contemplated thereby, including the Merger pursuant to the\nMerger Agreement, and unanimously recommend that you vote “FOR” the Redomiciliation Proposal, “FOR”\nthe Merger Proposal, if presented at the Special Meeting, and “FOR” the Nasdaq Share Authorization Proposal. We urge\nyou to join us in supporting these important initiatives.

The Sono N.V. Ordinary Shares commenced trading on the Nasdaq-CM under\nthe ticker symbol “SSM” on September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to submit\na notification form to Nasdaq. We expect that the Class A Common Stock will continue to trade under the same symbol on the Nasdaq-CM\nfollowing the Redomiciliation Transaction. There is no assurance, however, that we will be able to satisfy the continued listing requirements\nof the Nasdaq-CM prior to or following the implementation of the Redomiciliation Transaction. The Sono N.V. High Voting Shares (of which\n40,000 are issued and outstanding as of the date of this proxy statement/prospectus) and the Sono N.V. Preferred Shares (of which 1,317.5000\nare issued and outstanding as of the date of this proxy statement/prospectus) are not currently, and we do not intend for the Sono N.V.\nHigh Voting Shares or the Sono N.V. Preferred Shares (or, following the completion of the Redomiciliation Transaction, the Class B Common\nStock or the Series A Preferred Stock) to be, listed for trading on any securities exchange or included in any automatic quotation system.

Structuring of the Redomiciliation Transaction

The Redomiciliation Transaction will be implemented\nthrough a two-step Merger and Conversion structure because, due to requirements under Dutch law, Sono N.V. cannot redomicile directly\nfrom the Netherlands to the United States. In the first step, at the Merger Effective Time, Sono N.V. will merge with and into Sono Luxembourg,\nas a result of which all of the issued and outstanding shares of Sono N.V. (excluding each share of Sono N.V. held in the treasury of\nSono N.V. which will be cancelled without any exchange and dissenting shares) will be automatically cancelled and exchanged for shares\nof Sono Luxembourg at the applicable exchange ratio described herein, with the effect that the shareholders of Sono N.V. will become\nthe shareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall\ncease to exist. In the second step, upon the effectiveness of the Conversion and completion of the Redomiciliation Transaction, which\nis expected to occur six hours and two minutes after the Merger, all of the issued and outstanding shares of Sono Luxembourg will be\nautomatically converted into shares of Sono Delaware stock at the applicable conversion ratio described herein, with the effect that\nSono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange\nof securities as Sono Luxembourg and Sono Delaware will be the same entity, but with a changed jurisdiction of domiciliation, and as\na result shares of stock will be issued under the laws of such changed jurisdiction of domiciliation. We intend, subject to the satisfaction\nor waiver of the conditions to closing of the Redomiciliation Transaction, for the Merger and the Conversion to occur over a single weekend\nso that trading does not occur during the brief interim period in which shareholders hold shares of Sono Luxembourg, which is expected\nto be a total of six hours and two minutes (being the amount of time between the Merger Effective Time of 11:59 p.m. Central European\nTime on a Friday and the Redomiciliation Effective Time of 12:01 a.m. Eastern Standard Time on the immediately following Saturday).

Such exchange and conversion (as applicable) of\nshares at each step of the Redomiciliation Transaction is structured to preserve, rather than alter, the voting and economic interests\nof the holders of each class of Sono N.V. shares as of immediately prior to the Merger Effective Time. In particular, because Luxembourg\nlaw does not permit super-voting shares, the respective exchange and conversion ratios for the LuxCo Class B Ordinary Shares and the LuxCo\nPreferred Shares at each step of the Redomiciliation Transaction, are designed to replicate, in the aggregate, the same voting power and\nconversion economics that the Sono N.V. High Voting Shares and Sono N.V. Preferred Shares have under the Existing Articles, as set forth\nbelow:

Sono\nN.V. Ordinary Shares — At the Merger Effective Time, each issued and outstanding Sono N.V. Ordinary Share (excluding each share\nof Sono N.V. held in the treasury of Sono N.V. which will be cancelled without any exchange and dissenting shares), each of which is\nentitled to one vote per share under the Existing Articles, will be exchanged for one LuxCo Class A Ordinary Share, each of which will\nbe entitled to one vote per share under the LuxCo A&R Articles. At the Redomiciliation Effective\nTime, each LuxCo Class A Ordinary Share will be converted into one share of Class A Common Stock, each of which will be entitled\nto one vote per share under the Proposed Charter. Accordingly, each Sono N.V. Ordinary Share will correspond to one share of Class A\nCommon Stock immediately after the Redomiciliation Transaction is completed, representing the same per-share voting and economic position.

Sono\nN.V. High Voting Shares — At the Merger Effective Time, each issued and outstanding Sono N.V. High Voting Share (excluding\neach share of Sono N.V. held in the treasury of Sono N.V. which will be cancelled without any exchange and dissenting shares), each of\nwhich is entitled to 25 votes per share and each Sono N.V. High Voting Share is convertible into 25 Sono N.V. Ordinary Shares subject\nto the forfeiture to Sono N.V. for no consideration of 24 of such Sono N.V. Ordinary Shares (with the effect being that a converting\nSono N.V. High Voting Shareholder will receive one Sono N.V. Ordinary Share for the conversion of each 25 Sono N.V. High Voting Shares)\nunder the Existing Articles, will be exchanged for 25 LuxCo Class B Ordinary Shares, each of which will be entitled to one vote per share\nand each LuxCo Class B Ordinary Share will be convertible into one LuxCo Class A Ordinary Share, provided that only tranches of 25 LuxCo\nClass B Ordinary Shares can be converted into LuxCo Class A Ordinary Shares and subject to the forfeiture to Sono Luxembourg for no consideration\nof 24 of the LuxCo Class A Ordinary Shares into which each tranche of 25 LuxCo Class B Ordinary Shares is so converted (with the effect\nbeing that a converting holder of LuxCo Class B Ordinary Shares will receive one LuxCo Class A Ordinary Share for the conversion of each\n25 LuxCo Class B Ordinary Shares) under the LuxCo A&R Articles. At the Redomiciliation Effective Time, each set of 25 LuxCo Class\nB Ordinary Shares will be converted into one share of Class B Common Stock, each of which will be entitled to 25 votes per share and\nwill be convertible into one share of Class A Common Stock under the Proposed Charter. Accordingly, each Sono N.V. High Voting Share\nwill correspond to one share of Class B Common Stock immediately after the Redomiciliation Transaction is completed, representing the\nsame per-share voting and economic position.

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Sono\nN.V. Preferred Shares — At the Merger Effective Time, each issued and outstanding Sono N.V. Preferred Share (excluding each\nshare of Sono N.V. held in the treasury of Sono N.V. which will be cancelled without any exchange and dissenting shares), each of which\nis entitled to 30,000 votes per share and is convertible into 30,000 Sono N.V. Ordinary Shares under the Existing Articles, will be exchanged\nfor 30,000 LuxCo Preferred Shares, each of which will be entitled to one vote per share and each LuxCo Preferred Share will be convertible\ninto one LuxCo Class A Ordinary Share, provided that only tranches of 30,000 LuxCo Preferred Shares can be converted into LuxCo Class\nA Ordinary Shares under the LuxCo A&R Articles. At the Redomiciliation Effective Time, each set of 30,000 LuxCo Preferred Shares\nwill be converted into one share of Series A Preferred Stock, each of which will be entitled to 30,000 votes and will be convertible\ninto 30,000 shares of Class A Common Stock under the Proposed Charter. Accordingly, each Sono N.V. Preferred Share will correspond to\none share of Series A Preferred Stock if the Redomiciliation Transaction is completed, representing the same per-share voting and economic\nposition.

Accordingly, immediately after the Redomiciliation\nTransaction, the number of shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock, respectively, that will\nbe issued and outstanding in Sono Delaware will be the same as the number of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and\nSono N.V. Preferred Shares, respectively, that are issued and outstanding in Sono N.V. immediately prior to the consummation of the Merger.\nFurthermore, as described above, under the Existing Articles, each Sono N.V. Ordinary Share is entitled to cast one vote, each Sono N.V.\nHigh Voting Share is entitled to cast 25 votes, and each Sono N.V. Preferred Share is entitled to cast 30,000 votes, at any general meeting\nof shareholders of Sono N.V. Under the Proposed Charter, the rights and preferences of the Class A Common Stock, the Class B\nCommon Stock and the Series A Preferred Stock, respectively, will be substantially identical to the rights and preferences of the Sono\nN.V. Ordinary Shares, the Sono N.V. High Voting Shares and the Sono N.V. Preferred Shares, respectively, under the Existing Articles,\nother than as may be impacted as a result of differences between the DGCL and Dutch corporate law. Therefore, if the Redomiciliation Transaction\nis consummated, a shareholder that holds Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares or Sono N.V. Preferred Shares immediately\nprior to the Merger Effective Time would, immediately after the Redomiciliation Transaction, hold the same number of shares of the corresponding\nclass of Sono Delaware stock—Class A Common Stock, Class B Common Stock or Series A Preferred Stock, respectively—with substantively\nthe same voting and economic rights on a per-share basis under the Proposed Charter. This structure is intended to preserve the existing\nvoting and economic interests of existing shareholders and will not dilute a shareholder’s economic or voting interest in Sono Delaware\nrelative to that shareholder’s current interest in Sono N.V. as of the Merger Effective Time.

As of October 5, 2026, we expect that after giving\neffect to the Redomiciliation Transaction, there will be approximately 3,760,162 shares of New Common Stock and 1,317.5000 shares\nof Series A Preferred Stock issued and outstanding, consisting of (i) 3,720,162 shares of Class A Common Stock issued in the\naggregate to the Sono N.V. Ordinary Shareholders in accordance with the rights and preferences of Sono N.V. Ordinary Shares under the\nExisting Articles, (ii) 40,000 shares of Class B Common Stock issued in the aggregate to the Sono N.V. High Voting Shareholders\nin accordance with the rights and preferences of Sono N.V. High Voting Shares under the Existing Articles, and (iii) 1,317.5000 shares\nof Series A Preferred Stock issued in the aggregate to the Sono N.V. Preferred Shareholders in accordance with the rights and\npreferences of Sono N.V. Preferred Shares under the Existing Articles.

If the general meeting of shareholders of Sono N.V. adopts the Redomiciliation\nProposal and the Merger Proposal, and the Redomiciliation Transaction is approved by Sono N.V., as the sole shareholder of Sono Luxembourg,\nat an extraordinary general meeting of the sole shareholder of Sono Luxembourg held before a Luxembourg civil law notary, and the other\nconditions to completion of the Redomiciliation Transaction are satisfied, the Merger will be effected in accordance with Title 7 of the\nNetherlands Company Law and articles 1025-1 et seq. of the Luxembourg Company Law. Upon completion of the Merger, the Conversion will\nbe effected in accordance with articles 1061-1 and following of the Luxembourg Company Law, the procedures of article 450-3 and following\nof the Luxembourg Company Law and the domestication procedures of Section 388 of the DGCL. If we complete the Redomiciliation Transaction,\nwe will continue our legal existence in the State of Delaware as if we had originally been incorporated under Delaware law.

Reasons for the Redomiciliation Transaction (page 58)

We are pursuing the Redomiciliation Transaction for a number of reasons. During the past two\nyears, the Supervisory Board, the Management Board and the rest of our management team undertook a review of our existing structure and\noperations, strategic opportunities and, in particular, the jurisdiction of incorporation of Sono N.V. Based upon such review, we believe\nthat implementing the Redomiciliation Transaction to change the legal seat of Sono N.V. from the Netherlands, via Luxembourg, to the State\nof Delaware will enhance shareholder value over the long-term, including by better positioning us to pursue the Sports One transaction\nand potential future strategic opportunities, as well as to enjoy various benefits, including:

simplifying our corporate structure and streamlining reporting requirements, which will (i) facilitate\nefforts by us to assess, implement, and remain compliant with multiple regulatory and reporting requirements for Sono Delaware on a consolidated\nbasis, (ii) reduce duplicative legal, accounting and compliance efforts related to maintaining a non-U.S. parent company, and (iii) provide\nopportunities for Sono Delaware to improve operational efficiencies and financial flexibility in the corporate treasury, cash management,\nrisk management, and tax functions;

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streamlining our management, compliance and governance functions, by aligning our corporate domicile with\nthe locations of the members of the Management Board and the Supervisory Board and the majority of our executive leadership team, who\nare based in the United States, which will (i) more closely align our legal structure with our operational and governance footprint, (ii)\nreduce the complexity and cost of cross-border regulatory compliance, (iii) facilitate board meetings and create opportunities for\nincreased shareholder engagement, and (iv) improve the efficiency of day-to-day corporate governance functions;

benefiting from well-established principles of corporate governance under Delaware law, which are more\nclosely aligned with the Nasdaq-CM listing standards and the SEC governance requirements;

benefiting from greater certainty of U.S. tax treatment; and

better positioning to respond to global tax developments.

Steps to the Redomiciliation Transaction (page 60)

The Redomiciliation Transaction will, if completed, be consummated by means\nof a series of steps, substantially as follows:

the shareholders of Sono N.V. as of the Record Date will vote on whether to adopt the Redomiciliation\nProposal and the Merger Proposal at the Special Meeting held before a Dutch civil-law notary, and the minutes of which will be recorded\nin a notarial deed confirming that all formalities and procedures have been duly observed and complied with. Subject to certain mandatory\nwaiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws and meeting all relevant conditions, we will\nrequest that the Dutch civil-law notary issues a pre-merger certificate pursuant to which it is confirmed to the Luxembourg authorities\nthat all Dutch law formalities and procedures have been duly observed and complied with to give effect to the Merger;

subject to and following the adoption of the Redomiciliation Proposal and the Merger Proposal\nby the shareholders of Sono N.V. at the Special Meeting, and subject to the satisfaction of the other conditions to completion of the\nRedomiciliation Transaction described under “The Redomiciliation Proposal—Conditions to Completion of the Redomiciliation\nTransaction,” Sono N.V., as the sole shareholder of Sono Luxembourg at an extraordinary general meeting of the sole shareholder\nof Sono Luxembourg held before a Luxembourg civil law notary, will adopt the Redomiciliation Proposal and the Merger Proposal and approve\nthe consummation of the Merger of Sono N.V. with and into Sono Luxembourg at the Merger Effective Time, with Sono Luxembourg being the\nsurviving entity following such cross-border Merger and as a consequence of which Sono Luxembourg will acquire the assets and liabilities\nof Sono N.V. under universal title, while Sono N.V. will cease to exist, in conformity with the Merger Agreement (with the effect that\nthe shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono\nLuxembourg, at which time Sono N.V. shall cease to exist), and the minutes of which will be recorded in a notarial deed published with\nthe Luxembourg Trade and Companies Register;

following completion of the Merger in accordance with applicable laws, Sono N.V. will be de-registered\nas a public limited liability company duly and validly existing under the laws of the Netherlands;

following acceptance of the Delaware Filings by the Secretary of State of the State of Delaware,\nand subject to the effectiveness of the Merger and as soon as practicable thereafter, which is expected to be six hours and two minutes\nlater, the Delaware Filings shall become effective at the Redomiciliation Effective Time specified therein, at which time Sono Delaware\nwill exist as a Delaware corporation; and

following confirmation of the acceptance and effectiveness of the Delaware Filings, Sono Luxembourg\nwill be de-registered as a public limited liability company duly incorporated and validly existing under the laws of the Grand Duchy of\nLuxembourg.

The conversion at the Redomiciliation Effective Time of the LuxCo Ordinary\nShares and the Luxco Preferred Shares resulting from the completion of the Merger, into New Common Stock and Series A Preferred Stock,\nrespectively, will occur automatically upon effectiveness of the Delaware Filings.

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The Merger Agreement (page 60)

The following summary of the Merger Agreement does not purport to be\ncomplete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached to this\nproxy statement/prospectus as Annex A and incorporated herein by reference. We encourage you to read the Merger Agreement carefully.

Pursuant to the terms of the Merger Agreement and subject to the conditions set forth therein,\nincluding the receipt by Sono N.V. of the requisite approval of its shareholders and by Sono Luxembourg of the approval of Sono N.V.\nas its sole shareholder and the lapse of certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg\nlaws, Sono N.V. and Sono Luxembourg will complete the cross-border Merger whereby all of the assets and liabilities of Sono N.V. will\nbe transferred under universal title (onder algemene titel) to Sono Luxembourg and Sono N.V. will be dissolved without liquidation\nin accordance with the provisions of article 1025-17 of the Luxembourg Company Law and articles 2:312, 2:326 and 2:333d of the Netherlands\nCompany Law. The activities of Sono N.V. will be continued by Sono Luxembourg after the Merger.

In addition, the terms of the Merger Agreement provide that, as a result\nof the Merger, all shares in the capital of Sono N.V. will be cancelled by operation of law and Sono Luxembourg shall grant (i) one LuxCo\nClass A Ordinary Share for each issued and outstanding Sono N.V. Ordinary Share (excluding each Sono N.V. Ordinary Share held in the treasury\nof Sono N.V. which will be cancelled without any exchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares),\n(ii) 25 LuxCo Class B Ordinary Shares for each issued and outstanding Sono N.V. High Voting Share (excluding each share of Sono\nN.V. High Voting Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. High Voting Shares\nheld in the treasury and dissenting shares), and (iii) 30,000 LuxCo Preferred Shares for each issued and outstanding Sono N.V. Preferred\nShare (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V. which will be cancelled without any exchange\nof such Sono N.V. Preferred Shares held in the treasury and dissenting shares), all subject to applicable statutory appraisal rights under\nthe Netherlands Company Law, as further described in the section entitled “Statutory Appraisal Rights under Netherlands Company\nLaw.” All of such shares of Sono Luxembourg issued at the Merger Effective Time will be converted into the corresponding class\nof Sono Delaware stock at the Redomiciliation Effective Time as further described herein.

Furthermore, at the Merger Effective Time, the statutory and acting directors\nof Sono N.V. constituting the Supervisory Board and the Management Board, collectively, as of immediately prior to the Merger Effective\nTime, will become the board of directors of Sono Luxembourg (the “LuxCo Board”).

See the section entitled “The Merger Agreement” for\nmore information regarding the consequences of the Merger pursuant to the terms of the Merger Agreement.

Subject to the effectiveness of the Merger and as soon as practicable thereafter, which is expected\nto be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the terms of the Plan of Domestication,\nsubject to the conditions set forth therein, as further described below.

The Plan of Domestication (page 64)

The following summary of the Plan of Domestication does not purport\nto be complete and is subject to, and qualified in its entirety by, the full text of the Plan of Domestication, a copy of which is attached\nto this proxy statement/prospectus as Annex B and incorporated herein by reference. We encourage you to read the Plan of Domestication\ncarefully.

If the Redomiciliation Proposal and the Merger Proposal are each approved at the Special Meeting,\nSono Luxembourg intends to adopt the Plan of Domestication in accordance with Section 388(l) of the DGCL as soon as practicable thereafter\n(subject to certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws), which is expected\nto be six hours and two minutes after the Merger Effective Time. If the Plan of Domestication is adopted and effected by Sono Luxembourg,\nthe Redomiciliation Transaction will be completed as follows:

De-Registration\n with Luxembourg. Upon (i) approval by Sono N.V., as the sole shareholder of Sono Luxembourg,\n of (a) the transfer of Sono Luxembourg’s registered office and place of central administration\n from the Grand Duchy of Luxembourg to the State of Delaware and (b) the Proposed Organizational\n Documents and (ii) the effectiveness of a certificate of corporate domestication to be filed\n by Sono Luxembourg with the Secretary of State of the State of Delaware in substantially\n the form attached as an exhibit to the Plan of Domestication, Sono Luxembourg shall be de-registered\n in the Grand Duchy of Luxembourg and shall thereafter be a Delaware corporation under the\n name “Sono Group, Inc.” and governed by the DGCL without any discontinuation\n of its legal existence, without liquidation or dissolution, and without creating a new legal\n entity.

Domestication. At the Redomiciliation Effective Time, Sono Luxembourg shall become domesticated as a Delaware\ncorporation pursuant to Section 388 of the DGCL, under the name “Sono Group, Inc.” (we refer to such Delaware corporation\nin this proxy statement/prospectus as “Sono Delaware”), which Delaware corporation will, for all purposes of the laws of the\nState of Delaware, be deemed to be the same entity as Sono Luxembourg, with the effect that Sono Luxembourg will change its domiciliation\nfrom the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware\nwill be the same entity, but with a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws\nof such changed jurisdiction of domiciliation. Sono Luxembourg will not be required to wind up its affairs or pay its liabilities and\ndistribute its assets, and the domestication into Delaware will not be deemed to constitute a dissolution of Sono Luxembourg and will\nconstitute a continuation of the existence of Sono Luxembourg in the form of a Delaware corporation. At the Redomiciliation Effective\nTime, the registered office of Sono Delaware shall be the offices of Corporation Service Company, 251 Little Falls Drive, Wilmington,\nDelaware 19808 United States of America.

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Conversion\nof Securities. As a result of and at the Redomiciliation Effective Time, and without any further action on\nthe part of Sono Luxembourg or its shareholders, on the one hand, or Sono Delaware or any of its stockholders or other equityholders,\non the other hand, pursuant to the Redomiciliation Transaction, (a) all of the then-issued and outstanding shares of LuxCo shall convert\nautomatically by operation of law into shares of Sono Delaware as described under the headings “Voting Proposal No. 1: The Redomiciliation\nProposal—The Plan of Domestication—Conversion of Securities” and “—Exchange of Sono\nN.V. Shares; Conversion into Delaware Stock,” and (b) Sono Delaware will automatically assume each of the Equity Compensation\nPlans by operation of law and each restricted stock unit, non-qualified stock option and other share-based incentive award of Sono Luxembourg\noutstanding thereunder shall be automatically converted into an equivalent incentive award of Sono Delaware, which incentive awards will\nbe subject to the same terms and conditions as the converted Sono Luxembourg incentive award (including performance-based vesting conditions),\nexcept that the security issuable upon exercise or settlement of Sono Delaware incentive award will be shares of the Class A Common\nStock of Sono Delaware rather than LuxCo Class A Ordinary Shares.

Tax Matters. For United States federal income tax purposes, the Redomiciliation Transaction is\nintended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,\nas amended, and the Plan of Domestication is intended to constitute a “plan of reorganization” within the meaning of Treasury\nRegulations Sections 1.368-2(g) and 1.368-3.

Governing Documents. (a) At the Redomiciliation Effective Time, the articles of association of\nSono Luxembourg, as amended (the “Luxembourg Organizational Documents”), shall be terminated and be of\nno further force or effect, and (b) from and after the Redomiciliation Effective Time, the Proposed Charter and the Proposed Bylaws shall\ngovern the affairs of Sono Delaware and the conduct of its business, until thereafter amended in accordance with the DGCL and their respective\nterms.

Classified Board of Directors. The total number of directors constituting the entire Sono Delaware\nBoard will be fixed at a number equal to the number of directors serving on the LuxCo Board as of immediately prior to the Redomiciliation\nEffective Time, until such time as the total number of directors constituting the entire Sono Delaware Board is thereafter changed in\naccordance with the DGCL and the Proposed Organizational Documents, as they may be amended from time to time. Each member of the LuxCo\nBoard as of immediately prior to the Redomiciliation Effective Time (the “Luxembourg Directors”) shall be deemed\nappointed and serve as a director of Sono Delaware on the Sono Delaware Board from and after the Redomiciliation Effective Time, and shall\nserve until such time as their respective successors have been duly elected and qualified, or until such director’s earlier removal,\nresignation, death or disability, in each case, in accordance with the DGCL and the Proposed Organizational Documents. The Sono Delaware\nBoard will, pursuant to its authority granted under the Proposed Charter, assign the members of the Sono Delaware Board already in office\nto Class I, Class II, or Class III, effective as of the Redomiciliation Effective Time.

Committee Charters; Governance Policies. With respect to each committee of the Supervisory Board\nin existence as of immediately prior to the Merger Effective Time (each, an “Existing Board Committee”), the\nSono Delaware Board will appoint a separate committee of the Sono Delaware Board (each, a “Delaware Board Committee”)\npursuant to the Plan of Domestication: (i) having the same name as such Existing Board Committee, (ii) possessing and delegated with,\nto the fullest extent permitted by applicable law and the Proposed Organizational Documents, the same powers, authority and duties as\nthe powers, authority and duties of such Existing Board Committee immediately prior to the Merger Effective Time, (iii) having the committee\ncharter attached as an exhibit to the Plan of Domestication, (iv) consisting of the number of directors equal to the number of Supervisory\nBoard members serving on such Existing Board Committee immediately prior to the Merger Effective Time, and (v) with each of the Supervisory\nBoard members serving on such Existing Board Committee immediately prior to the Merger Effective Time appointed to and serving as a member\nof such Delaware Board Committee, in each case until the existence of such Delaware Board Committee or the name, composition, charter,\npowers, authority or duties thereof is thereafter modified or revoked in accordance with the DGCL and the Proposed Organizational Documents,\nas they may be amended from time to time.

Officers. Each officer of Sono Luxembourg as of immediately prior to the Redomiciliation Effective\nTime shall be appointed and serve as an officer of Sono Delaware from and after the Redomiciliation Effective Time and shall retain the\nsame title with Sono Delaware from and after the Redomiciliation Effective Time as such officer had with Sono Luxembourg immediately prior\nto the Redomiciliation Effective Time, and with respect to each such officer position, having the same powers, authority and duties as\nsuch person had in respect of such officer position as an officer of Sono Luxembourg immediately prior to the Redomiciliation Effective\nTime (except to the extent otherwise required by applicable law or otherwise provided in the Proposed Organizational Documents or by the\nSono Delaware Board), each of whom shall serve until such time as their respective successors have been designated by the Sono Delaware\nBoard, or until such officer’s earlier removal, resignation, death or disability, in each case, in accordance with the DGCL and\nthe Proposed Organizational Documents.

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Indemnification of Directors and Officers. Each director and executive officer of Sono Luxembourg\nfrom and after the Redomiciliation Effective Time will enter into an indemnification agreement with Sono Delaware, which indemnification\nagreement shall be substantially in the form attached as an exhibit to the Plan of Domestication, with such immaterial modifications as\nmay be approved by any officer of Sono Delaware.

Amendment or Termination. To the extent permitted by applicable law, the Plan of Domestication\nor the Redomiciliation Transaction, or any of the terms or conditions thereof, may be amended or terminated at any time before the Redomiciliation\nEffective Time by action of the LuxCo Board, and without further action of the shareholders of Sono Luxembourg.

Reports of Dutch Independent Auditor (page 61)

Visser & Visser Audit en Assurance B.V. (“Visser”),\nan independent auditor based in the Netherlands, has issued, as required by Dutch law, the reports set forth on Annex E consisting\nof (i) a report for the information and assistance of the management of Sono N.V. and Sono Luxembourg, in connection with their respective\nconsideration of the proposed Merger, and (ii) an assurance report to the management of Sono N.V. and Sono Luxembourg based upon\nits examination of the explanatory notes to the Merger Agreement. The reports of Visser, which are summarized herein under “Voting\nProposal No. 1: The Redomiciliation Proposal—Reports of Dutch Independent Auditor,” were issued solely in connection with\nthe proposed Merger for our compliance with Article 2:328(1) and Article 2:333g(2) of the Dutch Civil Code (with respect to\nthe report referenced in clause (i) of the preceding sentence), and with Article 2:328(2) and Article 2:333g(3) of the Dutch\nCivil Code (with respect to the report referenced in clause (ii) of the preceding sentence), and, therefore, the reports of Visser are\nnot intended for, and cannot be used for, other purposes. Visser’s reports, and its opinions contained therein, are not a recommendation\nas to how any shareholder should vote with respect to any of the proposals to be presented at the Special Meeting.

The full texts of the written reports of Visser, dated October 7, 2026\nand September 11, 2026 respectively, which set forth assumptions made, procedures followed, matters considered and limitations on the\nreview undertaken in connection with such reports, are attached as Annex E-1 and Annex E-2, respectively, to this proxy\nstatement/prospectus and are incorporated herein by reference. Our shareholders are encouraged to read the reports in their entirety.

See “Voting Proposal No. 1: The Redomiciliation Proposal—Reports\nof Dutch Independent Auditor” for additional information.

Conditions to the Redomiciliation Transaction (page 66)

In addition to the approval of the Redomiciliation Proposal and the Merger\nProposal, our ability to initiate the Delaware Filings necessary to effectuate the Redomiciliation Transaction is conditioned on the following\nmatters:

neither the Management Board nor the Supervisory Board has determined for any reason that the consummation\nof the Redomiciliation Transaction would be inadvisable or not in the interests of our shareholders and other stakeholders and, accordingly,\nterminated or abandoned such transaction;

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the Merger has become effective;

the Plan of Domestication has been executed;

the SEC has declared effective the Registration Statement of which this proxy statement/prospectus forms\na part, and no stop order with respect thereto is in effect;

the Nasdaq-CM has approved the Class A Common Stock for continued listing; and

Sono N.V. is not subject to any decree, order, or injunction that prohibits the consummation of the Redomiciliation\nTransaction.

If any of these conditions are not satisfied or waived (to the extent waivable)\nby the Management Board, with the approval of the Supervisory Board, then the Redomiciliation Transaction will not be effectuated and\nthe Proposed Organizational Documents will not become effective. In addition, the expected timing for the completion of the Redomiciliation\nTransaction may be impacted by these or other conditions described in this proxy statement/prospectus. We cannot be certain when, or if,\nthe conditions to the Redomiciliation Transaction will be satisfied or waived, or that the Redomiciliation Transaction will be completed.

Treatment of Securities Authorized for Issuance Under Equity Compensation\nPlans (page 67)

In connection with the Redomiciliation Transaction, if completed, Sono\nLuxembourg will automatically assume at the Merger Effective Time all compensation or benefit plans, policies, and arrangements maintained\nby Sono N.V., consisting of the Equity Compensation Plans, in accordance with the terms and subject to the conditions of the Merger Agreement.\nPursuant to the Plan of Domestication to be adopted by Sono Luxembourg as soon as practicable after the completion of the Merger, Sono\nDelaware will automatically assume all of the Equity Compensation Plans by operation of law, effective as of the Redomiciliation Effective\nTime.

Approval of the Redomiciliation Transaction will constitute approval of\nSono Delaware’s assumption of the Equity Compensation Plans.

See “Treatment of Securities Authorized for Issuance Under Equity\nCompensation Plans” for additional information.

Comparison of Rights of Sono N.V. Shareholders with Holders of New Common\nStock and Series A Preferred Stock (page 68)

If the Redomiciliation Proposal and the Merger Proposal are approved and\nthe Redomiciliation Transaction becomes effective, at the Redomiciliation Effective Time, Sono N.V. will adopt the Proposed Organizational\nDocuments under the DGCL, which will replace its Existing Articles. After the Redomiciliation Transaction, your rights under the DGCL\nas a holder of Class A Common Stock, Class B Common Stock or Series A Preferred Stock, as applicable, will differ from your current rights\nunder the Netherlands Company Law as a holder of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares or Sono N.V. Preferred Shares,\nrespectively. In addition, the Proposed Organizational Documents differ in some respects from the Existing Articles, as further described\nin the section entitled “Comparison of Shareholder Rights Under Dutch Law and Delaware Law.”

Sono N.V. is proposing the adoption of the Proposed Organizational Documents\nin connection with the Redomiciliation Transaction because they contain provisions typical of other Delaware corporations, including,\namong other things, a provision adopting Delaware as the exclusive forum for certain stockholder litigation. The consummation of the Redomiciliation\nTransaction is conditioned on the approval of the Redomiciliation Proposal and the Merger Proposal at the Special Meeting, subject to\nthe terms of the Merger Agreement and the Plan of Domestication, respectively. Therefore, if either the Redomiciliation Proposal or the\nMerger Proposal is not approved, the Redomiciliation Transaction, including the Merger and the Conversion, will not be completed and the\nProposed Organizational Documents will not be adopted. A brief summary of the Proposed Organizational Documents is set forth below, which\nsummary is qualified in its entirety by reference to the complete text of the Proposed Charter and Proposed Bylaws, in the forms attached\nas Annex C and Annex D, respectively, to this proxy statement/prospectus.

The completion of the Redomiciliation Transaction will change the governing\ncorporate law that applies to shareholders of Sono Delaware from Dutch law to Luxembourg law and from Luxembourg law to Delaware law.\nThe legal system governing corporations organized under Delaware law differs from the legal systems governing corporations organized under\nDutch law and Luxembourg law. As a result, while we have attempted to maintain the substantive provisions of the Existing Articles, particularly\nas they pertain to shareholder rights, we are unable to adopt governing documents for Sono Delaware that are identical to the governing\ndocuments for Sono N.V. We summarize the material differences between the Existing Articles and the Proposed Organizational Documents,\nand the changes in your rights as a shareholder resulting from the Redomiciliation Transaction, under the section herein entitled “Comparison\nof Shareholder Rights Between Dutch Law and Delaware Law.” We believe that these changes (i) either are required by Delaware\nlaw or otherwise result from differences between the corporate laws of the Netherlands and the corporate laws of the State of Delaware,\nand (ii) relate to the change of the place of incorporation of Sono N.V. from the Netherlands to the State of Delaware. The Proposed Charter\nand the Proposed Bylaws will become effective upon completion of the Redomiciliation Transaction, if the Redomiciliation Proposal and\nthe Merger Proposal are approved at the Special Meeting and subject to the satisfaction of other conditions to completion of the Redomiciliation\nTransaction.

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Notwithstanding the differences in the governing documents between Sono\nN.V. and Sono Delaware, we believe that Delaware law and the Proposed Organizational Documents as a whole adequately safeguard the rights\nof shareholders of Sono N.V.

The characteristics of, and the differences between, the Sono N.V. Ordinary\nShares, the Sono N.V. High Voting Shares and the Sono N.V. Preferred Shares, on the one hand, and the Class A Common Stock, the Class\nB Common Stock and the Series A Preferred Stock, on the other hand, are summarized under the sections herein entitled “Description\nof Sono Delaware Securities” and “Comparison of Shareholder Rights Between Dutch Law and Delaware Law.”

For additional information, see “Voting Proposal No. 1: The Redomiciliation\nProposal.”

Interests of Certain Persons in the Redomiciliation Transaction (page\n69)

We do not believe that any of our statutory or acting directors or executive\nofficers has any interest in the Redomiciliation Transaction that is different from the interests of our shareholders. No change in control\npayments or additional compensation will be payable to our statutory or acting directors or executive officers in connection with the\nRedomiciliation Transaction. Furthermore, none of our current statutory or acting directors or executive officers is a securityholder\nof Sono N.V.

Shareholder Vote (page 70)

Our Registered Shareholders, consisting of the Sono N.V. Ordinary Shareholders,\nthe Sono N.V. High Voting Shareholders and the Sono N.V. Preferred Shareholders that are holders of record as of the Record Date, are\nentitled to vote on the Redomiciliation Proposal, the Nasdaq Share Authorization Proposal, and the Merger Proposal if presented for a\nvote at the Special Meeting. Pursuant to our Existing Articles, (i) Registered Shareholders that are Sono N.V. Ordinary Shareholders are\nentitled to one vote per Sono N.V. Ordinary Share, (ii) Registered Shareholders that are Sono N.V. High Voting Shareholders are entitled\nto 25 votes per Sono N.V. High Voting Share, and (iii) Registered Shareholders that are Sono N.V. Preferred Shareholders are entitled\nto 30,000 votes per Sono N.V. Preferred Share, on each of the proposals presented at the Special Meeting.

Proposals for Shareholder Approval

The below is a summary of each of the proposals to be presented for\na vote of the shareholders of Sono N.V. at the Special Meeting. Please see the sections entitled “Voting Proposal No. 1: The Redomiciliation\nProposal,” “Voting Proposal No. 2: The Merger Proposal” and “Voting Proposal No. 3: The Nasdaq\nShare Authorization Proposal” elsewhere in the proxy statement/prospectus for more information on each of these proposals.

Voting Proposal No. 1: The Redomiciliation Proposal\n(page 56)

The shareholders of Sono N.V. are being asked to consider and vote upon\na proposal to approve the overall Redomiciliation Transaction whereby Sono N.V.’s legal seat is changed from the Netherlands, via\nLuxembourg, to the State of Delaware, by implementing two substantially concurrent transactions, as follows: (1) pursuant to the terms\nof the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, Sono N.V. will, as soon\nas practicable following the lapse of certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg\nlaws, merge with and into Sono Luxembourg, with Sono N.V. being the disappearing entity and Sono Luxembourg being the surviving entity\nand the SEC registrant following the Merger, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono\nLuxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall cease to exist, and\n(2) subject to the effectiveness of the Merger and as soon as practicable thereafter, which is expected to be six hours and two minutes\nlater, pursuant to the Plan of Domestication to be entered into by Sono Luxembourg, the form of which is attached as Annex B\nto this proxy statement/prospectus, Sono Luxembourg will convert under the laws of the State of Delaware from a company governed by Luxembourg\nlaw into a corporation organized under the laws of the State of Delaware, and upon the Conversion will continue as an entity under the\nname “Sono Group, Inc.,” without any discontinuation of Sono Luxembourg’s legal existence, without liquidation or dissolution,\nand without creating a new legal entity, with the effect that Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg\nto the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware will be the same entity, but\nwith a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws of such changed jurisdiction\nof domiciliation.

For additional information, see “Voting Proposal No. 1: The Redomiciliation\nProposal.”

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Voting Proposal No. 2: The Merger Proposal (page\n72)

The shareholders of Sono N.V. are being asked to consider and vote upon\na proposal to approve the implementation of the Merger in accordance with the terms of the Merger Agreement attached to this proxy statement/prospectus\nas Annex A, pursuant to which, as soon as practicable following the lapse of certain mandatory waiting periods under Dutch\nand Luxembourg laws, Sono N.V. will consummate the Merger with and into Sono Luxembourg.

For additional information, see “Voting Proposal No. 2: The Merger\nProposal.”

Voting Proposal No. 3: The Nasdaq Share Authorization Proposal\n(page 73)

For additional information, see “Voting Proposal No. 3: The Nasdaq\nShare Authorization Proposal.”

Recommendation to Shareholders (page 50)

The Management Board and the Supervisory Board believe that the Redomiciliation\nProposal, the Merger Proposal and the Nasdaq Share Authorization Proposal are advisable, fair to, and in the best interests of Sono N.V.,\nour business, our shareholders and other stakeholders, and unanimously recommend that the shareholders of Sono N.V. vote “FOR”\nall of the proposals to be presented for a vote at the Special Meeting.

Registered Shareholders; Record Date (page 51)

As of the Record Date, there were (i) _______ holders of record of Sono\nN.V. Ordinary Shares and the Sono N.V. Ordinary Shareholders were entitled to vote an aggregate of _______ Sono N.V. Ordinary Shares,\n(ii) _______ holders of record of Sono N.V. High Voting Shares and such Sono N.V. High Voting Shareholders were entitled to vote\nan aggregate of 40,000 Sono N.V. High Voting Shares, and (iii) _______ holders of record of Sono N.V. Preferred Shares and such Sono N.V.\nPreferred Shareholders were entitled to vote an aggregate of _______ Sono N.V. Preferred Shares, subject to a contractually agreed voting\nblocker equal to 4.99% of the combined voting power in the share capital of Sono N.V. as of the Record Date.

Date, Time and Place of Special Meeting (page 50)

The Special Meeting will be held at ___ p.m. Central European Time,\non ____, 2026, at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands.

Quorum and Vote of Shareholders (page 51)

Pursuant to Netherlands Company Law, the Redomiciliation Proposal and the\nNasdaq Share Authorization Proposal must be effected by the affirmative vote of at least a simple majority of the votes validly cast at\nthe Special Meeting, and the Merger Proposal must be effected by the affirmative vote of at least a two-thirds majority of the votes validly\ncast at the Special Meeting. A quorum of at least one third of the issued shares of Sono N.V. to which voting rights are attached pursuant\nto the Existing Articles or Dutch law, must be present or represented by proxy at the Special Meeting. Registered Shareholders of Sono\nN.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, voting together as a single class, are entitled to\nvote on the Redomiciliation Proposal, the Nasdaq Share Authorization Proposal, and the Merger Proposal if presented for a vote at the\nSpecial Meeting.

If the required one-third quorum is not present at the Special Meeting,\nthe chairperson of the Special Meeting has the power to adjourn the Special Meeting to a later date or dates until such time as a quorum\nmay be obtained. In such case, a new meeting will be convened in accordance with applicable law and the Existing Articles.

See the section entitled “Quorum and Vote of Shareholders”\nfor more information.

Voting Power (page 51)

As further described elsewhere in this proxy\nstatement/prospectus, a quorum of at least one-third of the issued shares of Sono N.V. to which voting rights are attached pursuant to\nthe Existing Articles or Dutch law, must be present or represented by proxy at the Special Meeting. Based on the 5,165,700 votes outstanding\nas of October 5, 2026, a quorum will be present if the holders of Sono N.V. shares representing at least 1,721,900 votes, or approximately\n33.33% of the combined voting power in the issued and outstanding share capital of Sono N.V., are present or represented by proxy at\nthe Special Meeting. As of October 5, 2026, SVSE was entitled to vote 230,751 Sono N.V. Ordinary Shares (which are entitled to one vote\nfor each Sono N.V. Ordinary Share) and 40,000 Sono N.V. High Voting Shares (which are entitled to 25 votes for each Sono N.V. High Voting\nShare), for a total of 1,230,751 votes. Such shares currently represent approximately 23.83% of the combined voting power in the share\ncapital of Sono N.V., consisting of approximately 6.20% of the issued and outstanding Sono N.V. Ordinary Shares and 100% of the issued\nand outstanding Sono N.V. High Voting Shares. George O’Leary, who previously served as Sono N.V.’s sole managing director\nand Chief Executive Officer, is currently the sole member of SVSE and, as a result, has voting control over the shares held of record\nby SVSE. SVSE has delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that all of the shares held\nby SVSE will be voted in favor of the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal at the\nSpecial Meeting.

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In addition, as of October 5, 2026, Yorkville was entitled to an aggregate\nof 257,769 votes in respect of the 70,000 Sono N.V. Ordinary Shares (which are entitled to one vote for each Sono N.V. Ordinary Share)\nand the 1,298 Sono N.V. Preferred Shares (which are entitled to 30,000 votes for each Sono N.V. Preferred Share, subject to a contractually\nagreed voting blocker equal to 4.99% of the combined voting power in the share capital of Sono N.V. as of October 5, 2026) held by Yorkville.\nFurther, as of October 5, 2026, certain of our shareholders who are members of a group affiliated with Sports One were entitled to vote\nan aggregate of 283,500 Sono N.V. Ordinary Shares, representing approximately 5.49% of the combined voting power in the issued and outstanding\nshare capital of Sono N.V. Accordingly, as of October 5, 2026, SVSE, Yorkville and the shareholders affiliated with Sports One were collectively\nentitled to cast an aggregate of 1,772,020 votes, representing approximately 34.30% of the combined voting power in the share capital\nof Sono N.V. In light of the transactions contemplated by the proposed Sports One combination and the Sports One Call Option Agreement,\nwe expect Yorkville and the shareholders affiliated with Sports One to vote their shares in favor of each of the proposals at the Special\nMeeting, although none of such shareholders has entered into any agreement to do so. As a result, a quorum will be achieved if all of\nthe shares held by such Sono N.V. shareholders are present or represented by proxy at the Special Meeting. Presuming that all of such\nshares are voted FOR each of the proposals presented at the Special Meeting and that all 5,165,700 votes outstanding as of October 5,\n2026 are validly cast at the Special Meeting: (i) the Redomiciliation Proposal and the Nasdaq Share Authorization Proposal, the approval\nof each of which requires the affirmative vote of a simple majority of the votes validly cast at the Special Meeting, will be approved\nif the holders of an additional 810,831 votes, or approximately 15.70% of the total votes outstanding, vote FOR such proposals; and (ii)\nthe Merger Proposal, the approval of which requires the affirmative vote of a two-thirds majority of the votes validly cast at the Special\nMeeting, will be approved if the holders of an additional 1,671,780 votes, or approximately 32.36% of the total votes outstanding, vote\nFOR such proposal. However, because approval is measured against votes validly cast, fewer additional affirmative votes will be required\nif fewer than all outstanding votes are cast.

Proxy Solicitation (page 54)

The Supervisory Board is soliciting your proxy, and Sono N.V. will bear\nthe cost of this solicitation of proxies. This includes the charges and expenses for preparation, assembly, printing, mailing, and distribution\nof this proxy statement/prospectus and the related proxy materials. Sodali & Co, a proxy solicitor, has been retained to assist Sono\nN.V. in the solicitation of proxies for the Special Meeting, and Sono N.V. will pay Sodali & Co $25,000, plus reimbursement for its\nreasonable out-of-pocket expenses, and indemnify Sodali & Co and its affiliates against certain claims, liabilities, losses, damages\nand expenses for its services as Sono N.V.’s proxy solicitor. Proxies may be solicited by mail, personal interview, e-mail, telephone,\nor via the internet by Sodali & Co, or, without any additional compensation, by certain of Sono N.V.’s directors, officers and\nemployees.

We will ask banks, brokers and other institutions, nominees and fiduciaries\nholding Sono N.V. Ordinary Shares beneficially owned by others to forward this proxy statement/prospectus and the related proxy materials\nto their principals and to obtain their authority to execute proxies and voting instructions. Sono N.V. will reimburse brokerage firms\nand other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related proxy\nmaterials to our shareholders.

Appointment of a proxy does not preclude a shareholder from attending and\nvoting its shares at the Special Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the\nsection entitled “Extraordinary General Meeting of Sono N.V. Shareholders—Revoking Your Proxy.” See the section\nentitled “Proxy Solicitation” for more information.

Redemption Rights (page 69)

There are no redemption rights under Dutch or Luxembourg law in connection\nwith the Redomiciliation Transaction.

Statutory Appraisal Rights under Netherlands Company Law (page 69)

If the Special Meeting adopts the Redomiciliation Proposal and the Merger\nProposal, any Registered Shareholder that voted against the Merger Proposal will have statutory appraisal rights in accordance with article\n2:333h of the Netherlands Company Law. A Registered Shareholder who has voted in favor of the Merger Proposal at the Special Meeting,\nabstained from voting, or was not present or represented at the Special Meeting, does not have any statutory appraisal rights under the\nNetherlands Company Law.

See the section entitled “Statutory Appraisal Rights under Netherlands\nCompany Law” for more information.

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Statutory Appraisal Rights under Luxembourg Law (page 70)

There are no statutory appraisal rights under Luxembourg law in connection\nwith the Redomiciliation Transaction.

Anticipated Accounting Treatment (page 70)

There will be no accounting effect or change in the carrying amount of\nthe consolidated assets and liabilities of Sono N.V. as a result of domestication. The business, capitalization, assets and liabilities,\nand financial statements of Sono Delaware immediately following the Redomiciliation Transaction will be substantially the same as those\nof Sono N.V. immediately prior to such transaction.

Certain Tax Considerations

For a discussion of certain tax considerations relating to the proposed\nRedomiciliation Transaction under U.S. federal law and Luxembourg and Dutch laws, respectively, see the sections herein entitled, “U.S.\nFederal Income Tax Considerations” beginning on page 83, “Luxembourg Tax Considerations” beginning on page\n93, and “Netherlands Tax Considerations” beginning on page 95.

Regulatory Approvals (page 70)

In the United States, Sono N.V. and Sono Luxembourg must comply with applicable\nfederal and state securities laws and the rules and regulations of Nasdaq in connection with the issuance of shares of New Common Stock\nand Series A Preferred Stock of Sono Delaware and the filing of this proxy statement/prospectus with the SEC. As of the date hereof, the\nRegistration Statement of which this proxy statement/prospectus forms a part has not been declared effective by the SEC. “See Voting\nProposal No. 1: The Redomiciliation Proposal—Regulatory Approvals” for additional information.

Other than the matters described in the immediately preceding paragraph,\nthe Delaware Filings and the adoption of the shareholders’ resolutions of Sono N.V. and Sono Luxembourg before a civil-law notary\nin the Netherlands and before a civil-law notary in the Grand Duchy of Luxembourg, respectively, confirming that all conditions to the\nRedomiciliation Transaction have been satisfied or waived and that the Redomiciliation Transaction is effective, we are not aware of any\ngovernmental approvals or actions that are required to complete the Redomiciliation Transaction other than compliance with various portions\nof the Netherlands Company Law and the Luxembourg Company Law. It is presently contemplated that if any such additional regulatory approvals\nor actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals\nor actions will be obtained.

Share Information (page 35)

On July 14, 2026, the last trading day before Sono N.V. publicly disclosed\nits intention to redomicile to the State of Delaware, the closing price of the Sono N.V. Ordinary Shares as reported on the Nasdaq-CM\nwas $3.93 per share. On ____, 2026, the latest practicable date before the date of this proxy statement/prospectus, the closing price of\nthe Sono N.V. Ordinary Shares was $____ per share.

For additional information, see “Share Information.”

Risk Factors (page 31)

In evaluating the proposals to be presented at the Special Meeting, shareholders\nof Sono N.V. should carefully read this entire proxy statement/prospectus and especially consider the factors discussed in the sections\nentitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 6 and “Risk Factors”\nbeginning on page 31.

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RISK FACTORS

Shareholders should carefully consider the following risk factors, together\nwith all of the other information included and incorporated by reference in this proxy statement/prospectus, including the risk factors\ndescribed under the heading “Risk Factors” in our 2025 Annual Report and the other reports we file with the SEC from time\nto time that are incorporated by reference herein. For information about our filings incorporated by reference in this proxy statement/prospectus,\nsee the section entitled “Where You Can Find More Information.” The risks set out below are not exhaustive and do not comprise\nall of the risks associated with voting your shares. If any of the risks described occur, our business, financial condition, results of\noperations, prospects and/or share price could be materially and adversely affected, and the trading price of the Sono N.V. Ordinary Shares\ncould decline, causing you to lose all or part of the value of your investment. Additional risks and uncertainties not presently known\nto us or that we currently deem immaterial may also impair our business operations. Shareholders should consult a legal advisor, an independent\nfinancial advisor, or a tax advisor for legal, financial, or tax advice prior to deciding whether to vote or instruct their vote to be\ncast to approve the proposals described in this proxy statement/prospectus.

Risks Relating to Sono N.V.’s Business

You should read and consider the risk factors specific to Sono N.V.’s\nbusiness that will continue to affect Sono Delaware after completion of the Redomiciliation Transaction. These risks are described under\nthe heading “Risk Factors” in our 2025 Annual Report, which are incorporated by reference into this proxy statement/prospectus,\nand in other documents that are incorporated by reference into this proxy statement/prospectus.

Irrespective of whether the Redomiciliation Transaction is approved\nat the Special Meeting, the separate registered direct offering of 283,500 Sono N.V. Ordinary Shares, which occurred concurrently with\nthe Sports One Call Option Agreement, and the entry by us into the non-binding Letter of Intent with Sports One, are part of a coordinated\nstrategic path that will result in massive dilution and a total change of control of us if approved by our shareholders under a separate\nproxy statement/prospectus to be filed with the SEC subject to and following our negotiation of a definitive agreement with Sports One.\nThere is no assurance that the proposed Sports One combination will be completed, which could materially alter the value of your investment\nregardless of whether the Redomiciliation Transaction is completed.

We have entered into a non-binding Letter of Intent to combine with\nSports One, a company controlled by the purchasers in the registered direct offering. Concurrently with the signing of the Letter of\nIntent, a group of investors affiliated with Sports One purchased 283,500 Sono N.V. Ordinary Shares in a registered direct offering,\nrepresenting 19.9% of Sono N.V. Ordinary Shares outstanding immediately prior to such offering. In connection with the registered\ndirect offering and the entry into the Letter of Intent, and the transactions contemplated thereby, an affiliate of certain of the\npurchasers in the registered direct offering has also entered into the Sports One Call Option Agreement with the holder of a\nmajority of the issued and outstanding Sono N.V. Preferred Shares as of October 5, 2026, Yorkville, to acquire up to half of our\noutstanding preferred shares (representing an aggregate cost of approximately $21.0 million), which preferred shares are convertible\ninto Ordinary Shares subject to a 4.99% conversion blocker that requires 65 days’ prior notice to waive. The Redomiciliation\nTransaction is unrelated to, and not contingent in any way upon, the transactions contemplated by such agreements and the proposed\nSports One combination.

While the registered direct offering closed on September 2, 2026 for a\nfixed number of shares representing approximately 19.9% of the total number of issued and outstanding Sono N.V. Ordinary Shares as of\nthe date of the related purchase agreement and was not conditioned on the entry into or closing of the proposed Sports One combination,\nthe transactions are highly interrelated. You should carefully consider the following risks associated with this structure:

Massive Dilution and Loss of Control: If the proposed Sports One combination is finalized\nand approved by our shareholders, the purchasers in the registered direct offering and their affiliates are expected to own super-majority\nof the equity in the Surviving Company. As a result, the issuance of Ordinary Shares in the proposed Sports One combination will result\nin immediate, severe, and massive dilution to the net tangible book value per share of our Ordinary Shares and will completely shift voting\ncontrol away from our current public shareholders and the holder of our high voting shares.

The Proposed Sports One Combination is Non-Binding and May Not Close: The Letter of Intent\nis non-binding, and the completion of the proposed Sports One combination remains subject to several significant conditions. These include\nthe negotiation and execution of a definitive documentation, the completion of satisfactory due diligence, the completion of any required\nregulatory review, and the receipt of shareholder approval under Nasdaq Listing Rule 5635. We cannot assure you that a definitive agreement\nwill be reached or that the proposed Sports One combination will close on the terms described, or at all.

Our Stock May Be Volatile Pending the Shareholder Vote on Proposed Sports One Combination:\nAlthough the holder of our high voting shares and the holder of our preferred shares, which together constitute a majority of the voting\npower in our capital shares, are expected to vote in favor of the proposed Sports One combination and related transactions, we must still\nclear a formal proxy review process with the SEC and host a formal shareholder meeting to satisfy Nasdaq rules. The uncertainty surrounding\nthe timeline and final execution of this vote may cause extreme volatility in the trading price of our Ordinary Shares.

If the Proposed Sports One Combination Fails, We Will Remain a Standalone Entity with Altered Ownership:\nIf our shareholders do not approve the proposed Sports One combination, or if the definitive documentation is not executed, the purchasers\nin the registered direct offering will retain the block of Sono N.V. Ordinary Shares purchased in this offering that is equal to 19.9%\nof the total number of issued and outstanding Sono N.V. Ordinary Shares as of the date of the Purchase Agreement, and the affiliate of\ncertain of such purchasers may still exercise its rights under the $21.0 million preferred stock Sports One Call Option. In such an event,\nyou will remain a minority investor in our standalone business, which will be subject to the significant influence of the purchasers in\nthe registered direct offering as a concentrated shareholder group holding near-threshold equity and voting positions.

Our Sized Offering Completed in September 2026 Approaches Nasdaq Limits: The registered\ndirect offering was structured to issue 19.9% of the outstanding Sono N.V. Ordinary Shares to remain below the 20% prior shareholder approval\nthreshold mandated by Nasdaq Listing Rule 5635. While we believe the offering is legally compliant and has independent utility—including\nto provide the immediate cash runway required to fund our proxy preparation and filing expenses—Nasdaq may review the sequence of\nthese transactions. Any regulatory dispute regarding the timing of this closing relative to the ultimate change-of-control vote for the\nSports One transaction (which will be separate from the vote on the Redomiciliation Transaction at the Special Meeting) could disrupt\nour listing status or trading market.

Risks Relating to Sono Delaware

The rights of stockholders under Delaware law may differ from the\nrights of shareholders under the laws of the Netherlands.

Currently, your rights as a shareholder of Sono N.V. arise under the laws\nof the Netherlands, as well as the Existing Articles. Upon effectiveness of the proposed Redomiciliation Transaction, if completed, your\nrights as a holder of shares of New Common Stock and Series A Preferred Stock (as applicable) will arise under Delaware law, as well as\nthe Proposed Organizational Documents. The Proposed Organizational Documents and Delaware law contain provisions that differ in certain\nrespects from those in the Existing Articles and Netherlands law and, therefore, some of your rights as a shareholder will change. For\na description of your rights following the Redomiciliation Transaction and how they may differ from your current rights, please see “Comparison\nof Shareholder Rights Under Dutch Law and Delaware Law.” Forms of the Proposed Charter and Proposed Bylaws that will be effective\nupon completion of the Redomiciliation Transaction are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus.\nWe encourage you to read the Proposed Organizational Documents.

Anti-takeover provisions in the Proposed Organizational Documents\ncould make an acquisition of us more difficult and limit attempts by our shareholders to replace or remove our current management.

In addition to protections afforded under the DGCL, the Proposed Organizational\nDocuments will contain anti-takeover provisions that could have the effect of delaying or preventing changes in control or changes in\nmanagement or the Sono Delaware Board. The Proposed Organizational Documents, which will be effective upon completion of the Redomiciliation\nTransaction, include the following anti-takeover provisions:

a staggered board, which means that the Sono Delaware Board will be classified into three classes of directors\nwith staggered three-year terms and directors will only be able to be removed from office for cause;

limitations on convening special stockholder meetings, which could make it difficult for our stockholders\nto adopt desired governance changes;

prohibition on stockholder action by written consent, which means that our stockholders will only be able\nto take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

no cumulative voting in the election of directors, which limits the ability of minority stockholders to\nelect director candidates;

a forum selection clause, which means certain litigation against us can only be brought in Delaware;

the authorization of shares of Class B Common Stock which may be issued without further action by our\nstockholders;

the authorization of undesignated New Preferred Stock, the terms of which may be established and shares\nof which may be issued without further action by our stockholders;

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the exclusive right of the Sono Delaware Board to establish the size of such board of directors and to\nappoint a director to fill a vacancy, however occurring, including by expanding the Sono Delaware Board;

advance notice procedures that stockholders must comply with in order to nominate candidates to the Sono\nDelaware Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror\nfrom conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control\nof us; and

the limitation of liability of the directors of Sono Delaware, and the provision of indemnification to\nthe directors and officers of Sono Delaware.

For a comparison of how the provisions in the Proposed Organizational Documents\nmay differ from your current rights under the Existing Articles, see “Comparison of Shareholder Rights Under Dutch Law and Delaware\nLaw.”

These anti-takeover provisions may frustrate or prevent any attempts by\nour shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of the Sono\nDelaware Board, which will be responsible for appointing the members of our management, and may discourage, delay, or prevent a transaction\ninvolving a change in control of Sono Delaware that is in the best interest of our minority shareholders. Even in the absence of a takeover\nattempt, the existence of these provisions may adversely affect the prevailing market price of the Class A Common Stock if shareholders\nview them as discouraging future takeover attempts.

The Proposed Charter will designate the Court of Chancery as the\nsole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit stockholders’\nability to obtain a favorable judicial forum for disputes with Sono Delaware or its directors or officers or other matters pertaining\nto Sono Delaware’s internal affairs.

The Proposed Charter will provide that, subject to limited exceptions and\nunless Sono Delaware consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the\n“Court of Chancery”) will be the sole and exclusive forum (a) any derivative action or proceeding brought in\nthe name or right of Sono Delaware or on behalf of Sono Delaware, (b) any action asserting a claim of breach of a fiduciary duty owed\nby any director, officer, employee, agent or stockholder of Sono Delaware to Sono Delaware or to its stockholders, (c) any action or proceeding\narising or asserting a claim arising pursuant to any provision of the DGCL or the Proposed Organizational Documents (as either may be\namended from time to time, including with respect to the Proposed Charter by filing a certificate of designation (a “Preferred\nStock Designation”) in accordance with the DGCL) or as to which the DGCL confers jurisdiction on the Court of Chancery,\n(d) any action to interpret, apply, enforce or determine the validity of the Proposed Charter (including any Preferred Stock Designation)\nor the Proposed Bylaws, or (e) any action asserting a claim governed by the internal affairs doctrine. Furthermore, under the Proposed\nCharter, subject to limited exceptions and unless Sono Delaware consents in writing to the selection of an alternative forum, with respect\nto claims that are not internal corporate claims, stockholders, when acting in their capacity as stockholders or in the right of Sono\nDelaware, shall bring any or all such claims only in the Court of Chancery or the United States District Court for the District of Delaware,\nif such claims relate to the business of Sono Delaware, the conduct of its affairs, or the rights or powers of Sono Delaware or its stockholders,\ndirectors or officers.

The forum selection provision in the Proposed Charter does not apply to\nestablish the Court of Chancery of the State of Delaware as the forum for actions or proceedings brought to enforce a duty or liability\ncreated by the Securities Act or the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Section 22\nof the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability\ncreated by the Securities Act or the rules and regulations thereunder and our Proposed Charter will provide that the federal district\ncourts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any\ncomplaint asserting a cause of action arising under the Securities Act. While there can be no assurance that federal or state courts will\ndetermine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that\nsuits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and\ncannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction\nover all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly,\nactions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must\nbe brought in federal court.

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In addition, the Proposed Charter will provide that failure to enforce\nthe forum selection provisions of the Proposed Charter would cause Sono Delaware irreparable harm and, accordingly, Sono Delaware shall\nbe entitled to equitable relief, including injunctive relief and specific performance, to enforce such forum selection provisions.

Any person or entity purchasing, otherwise acquiring or holding any interest\nin shares of capital stock of Sono Delaware will be deemed to have notice of, and consented to, these forum selection provisions. However,\nstockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.\nAdditionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This\nchoice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes\nwith Sono Delaware or its directors, officers or other matters pertaining to Sono Delaware’s internal affairs, and may discourage\nlawsuits with respect to such claims. Alternatively, if a court were to find these provisions of the Proposed Charter inapplicable to,\nor unenforceable in respect of, one or more of the specified types of actions or proceedings, Sono Delaware may incur additional costs\nassociated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, or operating\nresults.

There can be no assurance that the Sono N.V. Ordinary Shares, or\nthe Class A Common Stock following the Redomiciliation Transaction, if completed, will be able to continue to satisfy the Nasdaq-CM listing\ncriteria, and the market price of the Sono N.V. Ordinary Shares or the Class A Common Stock (as applicable) may be subject to volatility.\n

The Sono N.V. Ordinary Shares commenced trading on the Nasdaq-CM under\nthe ticker symbol “SSM” on September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to submit\na notification form to Nasdaq. We expect that the Class A Common Stock will continue to trade under the same symbol on the Nasdaq-CM following\nthe Redomiciliation Transaction. There is no assurance, however, that we will be able to satisfy the continued listing requirements of\nthe Nasdaq-CM prior to or following the implementation of the Redomiciliation Transaction. There is also no assurance that the trading\nmarket for the shares of Class A Common Stock will continue to be as active or liquid as was the trading market for the Sono N.V.\nOrdinary Shares prior to the Redomiciliation Transaction or that the trading price of the Class A Common Stock following the Redomiciliation\nTransaction may not be effectively lower than the trading price of the Sono N.V. Ordinary Shares.

As is the case with the Sono N.V. Ordinary Shares, the market price of\nthe Class A Common Stock may be volatile. The value of an investment in the Class A Common Stock may decrease or increase abruptly, and\nsuch volatility may bear little or no relation to Sono Delaware’s performance. The price of the Class A Common Stock may fall in\nresponse to market appraisal of Sono Delaware’s strategy or if its results of operations and/or prospects are below the expectations\nof market analysts or stockholders. In addition, stock markets have, from time to time, experienced significant price and volume fluctuations\nthat have affected the market price of securities, and may, in the future, experience similar fluctuations which may be unrelated to Sono\nDelaware’s operating performance and prospects, but nevertheless affect the price of the Class A Common Stock. This volatility may\naffect the ability of holders of the Class A Common Stock to sell these at an advantageous price. Broad market fluctuations, as well as\neconomic conditions generally may adversely affect the market price of the Class A Common Stock.

Risks Relating to the Redomiciliation Transaction

The expected benefits of the Redomiciliation Transaction may not\nbe realized.

There can be no assurance that any or all of the anticipated benefits of\nthe Redomiciliation Transaction will be achieved. Our ability to achieve the anticipated benefits of the Redomiciliation Transaction is\nsubject to a number of risks and uncertainties, including factors that we do not and cannot control. In addition, if the expected benefits\nof the Redomiciliation Transaction do not meet expectations of investors or securities analysts, the price of the Class A Common Stock\nfollowing completion of the Redomiciliation Transaction may decline. For a description of the potential strategic opportunities and other\nbenefits the Supervisory Board believes are afforded by the Redomiciliation Transaction, see “The Redomiciliation Proposal—Reasons\nfor the Redomiciliation Transaction.”

The Redomiciliation Transaction is conditional and the conditions\nmay not be satisfied, and the Management Board, with approval of the Supervisory Board, may delay or abandon the Redomiciliation Transaction\nat any time prior to implementing the Merger.

Completion of the Redomiciliation Transaction is conditioned upon, among\nother things, the approval of the Redomiciliation Proposal and the Merger Proposal by Sono N.V.’s shareholders at the Special Meeting,\nand the declaration of effectiveness by the SEC of the Registration Statement of which this proxy statement/prospectus forms a part, among\nother conditions. Although Sono N.V. is diligently applying its efforts to take, or cause to be taken, all actions to do, or cause to\nbe done, all things necessary, proper or advisable to obtain the requisite approvals, there can be no assurance that these conditions\nwill be fulfilled or that the Redomiciliation Transaction will be completed.

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Furthermore, the Management Board, with approval of the Supervisory Board,\nhas reserved the right to delay or abandon the Redomiciliation Transaction at any time prior to implementing the Merger if it determines\nfor any reason that the consummation of such transaction would be inadvisable or not in the interests of our shareholders and other stakeholders.

Sono N.V. will allocate time and resources to effecting the Redomiciliation\nTransaction and incur non-recurring costs related thereto.

Sono N.V. and its management have allocated and will continue to be required\nto allocate time and resources to effect the completion of the Redomiciliation Transaction and related and incidental activities. There\nis a risk that the challenges associated with managing these various initiatives as described in this proxy statement/prospectus may have\na business impact and that consequently the underlying business will not perform in line with expectations. This could have an adverse\neffect on the business, financial condition, and reputation of our company before and after Redomiciliation Transaction.

In addition, Sono N.V. expects to incur a number of significant non-recurring\ncosts associated with the Redomiciliation Transaction, including legal fees, accountants’ fees, corporate service provider fees,\nproxy solicitor fees, filing fees, mailing expenses, financial printing expenses and/or taxes. There can be no assurance that the actual\ncosts will not exceed those estimated and the actual completion of the Redomiciliation Transaction may result in additional and unforeseen\nexpenses. The substantial majority of these costs will be incurred regardless of whether the Redomiciliation Transaction is completed\nand prior to your vote to adopt the Redomiciliation Proposal and the Organizational Documents Proposal at the Special Meeting. While it\nis expected that benefits of the Redomiciliation Transaction achieved by Sono Delaware will offset these transaction costs over time,\nthis net benefit may not be achieved in the short-term or at all, particularly if either the Merger or the Conversion is delayed, or if\nthe Redomiciliation Transaction does not happen at all. The Management Board, with approval of the Supervisory Board, may decide to defer\nor abandon the Redomiciliation Transaction at any time prior to implementing the Merger. In addition, after the Redomiciliation Proposal\nis adopted by the Registered Shareholders, we will not effect the domestication if one of the conditions to the Redomiciliation Transaction\nfails to be satisfied. Negative publicity resulting from the Redomiciliation Transaction could adversely affect Sono N.V.’s business\nand the market price of the Sono N.V. Ordinary Shares prior to the domestication and the Class A Common Stock following the domestication.\nDomestications that have been undertaken by other companies have in some cases generated significant news coverage, some of which has\nbeen negative. Negative publicity generated by the Redomiciliation Transaction could cause certain persons with whom Sono N.V. has a business\nrelationship to be more reluctant to do business with Sono N.V. prior to the Redomiciliation Transaction or Sono Delaware following the\nRedomiciliation Transaction. Negative publicity could also cause some Sono N.V. Ordinary Shareholders to sell their Sono N.V. Ordinary\nShares or decrease the demand for new investors to purchase such shares, which could have an adverse impact on the price of the Sono N.V.\nOrdinary Shares.

If you are a Registered Shareholder and you do not affirmatively\nvote against the Merger Proposal, you will not have the right to seek appraisal of your Sono N.V. shares by filing a Withdrawal Request,\neven if you abstain from voting or are not present or represented at the Special Meeting.

Only a Registered Shareholder who has voted against the Merger Proposal\nat the Special Meeting is entitled to submit a Withdrawal Request and thereby exercise the Withdrawal Mechanism under article 2:333h of\nthe Netherlands Company Law. If you abstain from voting, vote “FOR” the Merger Proposal, or are not present or represented\nat the Special Meeting, you will not have any right to submit a Withdrawal Request, regardless of any other action you may take. This\ntreatment differs materially from the treatment of a stockholder’s appraisal rights under the DGCL, as described under “Comparison\nof Shareholder Rights Under Dutch Law and Delaware Law—Appraisal Rights.” Registered Shareholders who wish to preserve\ntheir ability to submit a Withdrawal Request must affirmatively vote against the Merger Proposal at the Special Meeting, as Registered\nShareholders who fail to do so will lose any right to submit a Withdrawal Request that they might otherwise have had, and there will be\nno opportunity to cure this failure after the Special Meeting.

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Withdrawing Shareholders will receive the Cash Compensation for their\nSono N.V. Exit Shares, which is limited to the nominal value, and may be unable to recoup the value of their investment in Sono N.V. through\nalternative means by selling their shares in the open market, given the limited liquidity of the Sono N.V. Ordinary Shares.

As further described in the section entitled “Statutory Appraisal\nRights under Netherlands Company Law,” the Cash Compensation payable to a Withdrawing Shareholder in respect of each Sono N.V.\nExit Share will equal the nominal value of such share, rather than an amount based on the market value of the shares or another generally\naccepted valuation method. Visser, our independent Dutch auditor, has issued an opinion concluding that the Cash Compensation is not reasonable\nwhen assessed against the criteria of Article 2:333g(2) of the Dutch Civil Code (see the section entitled “Reports of Dutch Independent\nAuditor” for additional information). Unlike the DGCL, under which appraisal rights (where available) entitle stockholders to\nseek a judicial determination of “fair value” for their shares, the Withdrawal Mechanism entitles Withdrawing Shareholders\nonly to this fixed Cash Compensation amount, which is substantially less than the market value of the Sono N.V. Exit Shares. Because the\nCash Compensation is limited to nominal value, a Withdrawing Shareholder who wishes to recoup the value of its investment in Sono N.V.\nwould need to do so through alternative means, such as by selling its Sono N.V. Ordinary Shares in the open market before the Merger Effective\nTime rather than filing a Withdrawal Request. However, the market price of the Sono N.V. Ordinary Shares fluctuates based on trading\nvolume, prevailing market conditions, and the number of willing buyers and sellers at any given time, and trading in the Sono N.V. Ordinary\nShares has historically been characterized by limited liquidity. As a result, a shareholder seeking to sell its shares may be unable to\nfind a sufficient number of buyers, may be able to sell only a portion of its shares, may receive a price substantially below the prevailing\nquoted market price, or may be unable to sell its shares at a reasonable market price at all. There can be no assurance that any Withdrawing\nShareholder will be able to recoup the value of its investment in Sono N.V. by selling its shares in the open market at a price it considers\nacceptable, or at all.

The Redomiciliation Transaction may result in material Netherlands,\nLuxembourg or U.S. federal taxes for Sono N.V., Sono Luxembourg or Sono Delaware.

Sono N.V. and its management have engaged professional tax advisors who\nhave outlined certain risks of the Redomiciliation Transaction from the Netherlands, Luxembourg and U.S. federal tax perspectives. Such\nrisks and other tax considerations with respect to the Netherlands are described in the section herein entitled “Netherlands\nTax Considerations.” In addition, the Redomiciliation Transaction may result in adverse tax consequences in Luxembourg, particularly\nat the time of the Conversion. Specifically, the Conversion will be treated as a deemed liquidation for Luxembourg tax purposes, which\ncould trigger taxation on any non-exempt latent gains at an aggregate rate of 23.87% in Luxembourg-city for 2026. Furthermore, after the\nRedomiciliation Transaction, Sono Delaware will become subject to U.S. federal income tax on all of the group’s earnings, whether\nearned by Sono Delaware or a company or entity owned (in whole or in part) by Sono Delaware. For more information about the tax considerations\nwith respect to such matters, see the sections herein entitled “Luxembourg Tax Considerations” and “U.S. Federal\nIncome Tax Considerations,” respectively.

The Redomiciliation Transaction may result in adverse tax consequences\nfor U.S. holders of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares.

As discussed more fully under “U.S. Federal Income Tax Considerations,”\nit is intended that the Redomiciliation Transaction qualify as a reorganization (an “F Reorganization”) within\nthe meaning of Section 368(a)(l)(F) of the Code. However, Sono N.V. has not sought, and does not intend to seek, any ruling from\nthe Internal Revenue Service (“IRS”) with respect to the qualification of the Redomiciliation Transaction as\nan F Reorganization. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain\nany challenge by the IRS in the event of litigation. If the Redomiciliation Transaction fails to qualify as an F Reorganization, a U.S.\nHolder (as defined in “U.S. Federal Income Tax Considerations —U.S. Holders”) of Sono N.V. Shares (as defined\nin “U.S. Federal Income Tax Considerations”) generally would recognize gain or loss with respect to its Sono N.V. Shares\nin an amount equal to the difference, if any, between the fair market value of the corresponding Sono Delaware Stock (as defined in “U.S.\nFederal Income Tax Considerations”) received in the Redomiciliation Transaction and the U.S. Holder’s adjusted tax basis\nin its Sono N.V. Shares surrendered.

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Assuming that the Redomiciliation Transaction qualifies as an F Reorganization,\nsubject to the passive foreign investment company (“PFIC”) rules discussed under “U.S. Federal Income\nTax Considerations — U.S. Holders — Tax Effects of the Redomiciliation Transaction to U.S. Holders — PFIC Considerations,”\nU.S. Holders generally will be subject to Section 367(b) of the Code. A U.S. Holder whose Sono N.V. Ordinary Shares, Sono N.V. High\nVoting Shares, or Sono N.V. Preferred Shares, on the date of the Redomiciliation Transaction, have a fair market value of less than $50,000\nand who, on the date of the Redomiciliation Transaction, beneficially owns (actually or constructively) less than 10% of the total combined\nvoting power of all classes of Sono N.V. Shares (as defined in the section herein entitled “U.S. Federal Income Tax Considerations”)\nentitled to vote and less than 10% of the total value of all classes of Sono N.V. Shares generally will not recognize any gain or loss\nand will not be required to include any part of Sono N.V.’s earnings and profits in income as a result of the Redomiciliation Transaction.\nA U.S. Holder whose public shares, on the date of the Redomiciliation Transaction, have a fair market value of $50,000 or more and, who\non the date of the Redomiciliation Transaction, beneficially owns (actually or constructively) less than 10% of the total combined voting\npower of all classes of Sono N.V. Shares entitled to vote and less than 10% of the total value of all classes of Sono N.V. Shares, generally\nwill recognize gain (but not loss) in respect of the Redomiciliation Transaction as if such U.S. Holder exchanged its Sono N.V. Ordinary\nShares, Sono N.V. High Voting Shares, or Sono N.V. Preferred Shares for shares of the New Common Stock and Series A Preferred Stock (as\napplicable) in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in\nincome as a deemed dividend deemed paid by Sono N.V. the “all earnings and profits amount” (as defined in the Treasury Regulations\nunder Section 367 of the Code) attributable to the public shares held directly by such U.S. Holder. A U.S. Holder who, on the day of the\nRedomiciliation Transaction, beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes\nof Sono N.V. Shares entitled to vote or 10% or more of the total value of all classes of Sono N.V. Shares, generally will be required\nto include in income as a deemed dividend deemed paid by Sono N.V. the “all earnings and profits amount” (as defined in the\nTreasury Regulations under Section 367 of the Code) attributable to the Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares, or Sono\nN.V. Preferred Shares held directly by such U.S. Holder as a result of the Redomiciliation Transaction. Sono N.V. expects to have a deficit\nin earnings and profits on the date of the Redomiciliation Transaction. However, it is possible that, notwithstanding Sono N.V.’s\nexpectations, the amount of Sono N.V.’s cumulative net earnings and profits could be positive through the date of the Redomiciliation\nTransaction. Therefore, there can be no assurance that Sono N.V. will indeed have a deficit in earnings and profits on the date of the\nRedomiciliation Transaction.

U.S. Holders should consult their tax advisors for the tax consequences\nof the Redomiciliation Transaction to their particular situations. For a more detailed description of the U.S. federal income tax consequences\nassociated with the Redomiciliation Transaction, see “U.S. Federal Income Tax Considerations —U.S. Holders — Tax\nEffects of the Redomiciliation Transaction to U.S. Holders” and “U.S. Federal Income Tax Considerations — Non-U.S.\nHolders — Tax Effects of the Redomiciliation Transaction to Non-U.S. Holders.”

Following the Redomiciliation Transaction, non-U.S. holders of Sono\nN.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares will generally be subject to U.S. withholding tax up\nto 30% on distributions or deemed distributions treated as dividends for U.S. federal income tax purposes.

Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations\n— Non-U.S. Holders”) will generally become subject to withholding tax at 30% (unless reduced under any applicable United\nStates income tax treaty) on any distributions or deemed distributions treated as dividends for U.S. federal income tax purposes paid\non Sono Delaware Stock after the Redomiciliation Transaction.

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SHARE INFORMATION

The Sono N.V. High Voting Shares (of which 40,000 are issued and outstanding\nas of the date of this proxy statement/prospectus) and the Sono N.V. Preferred Shares (of which 1,317.5000 are issued and outstanding\nas of the date of this proxy statement/prospectus) are not currently, and we do not intend for the Sono N.V. High Voting Shares or the\nSono N.V. Preferred Shares (or, following the completion of the Redomiciliation Transaction, the Class B Common Stock or the Series A\nPreferred Stock) to be, listed for trading on any securities exchange or included in any automatic quotation system.

Holders of Record

As of the Record Date, there were (i) _______ holders of record of Sono\nN.V. Ordinary Shares, one of which was Cede & Co., a nominee for the Depository Trust Company, and the Sono N.V. Ordinary Shareholders\nwere entitled to vote an aggregate of _______ Sono N.V. Ordinary Shares, (ii) _______ holders of record of Sono N.V. High Voting\nShares and such Sono N.V. High Voting Shareholders were entitled to vote an aggregate of 40,000 Sono N.V. High Voting Shares, and (iii)\n_______ holders of record of Sono N.V. Preferred Shares and such Sono N.V. Preferred Shareholders were entitled to vote an aggregate of\n_______ Sono N.V. Preferred Shares, subject to a contractually agreed voting blocker equal to 4.99% of the combined voting power in the\nshare capital of Sono N.V. as of the Record Date.

Dividend Information

To date, Sono N.V. has not paid any dividends, and we do not anticipate\npaying any cash dividends on our shares in the foreseeable future. We intend to retain all available funds and any future earnings to\nfund the development and expansion of our business.

Following the completion of the Redomiciliation Transaction, in deciding\nwhether to recommend any future dividend on shares of New Common Stock or Series A Preferred Stock, the Sono Delaware Board would take\ninto account any legal or contractual limitation, our actual and anticipated future earnings, cash flows, debt service, and capital requirements,\nour business plans and such other matters as the Sono Delaware Board believes appropriate, in its discretion. We anticipate that any available\ncash will be retained by us to satisfy our operational and other cash needs. Accordingly, we do not expect to pay any cash dividend on\nshares of New Common Stock or Series A Preferred Stock in the foreseeable future.

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COMPARISON OF SHAREHOLDER RIGHTS UNDER

DUTCH LAW AND DELAWARE LAW

Currently, your rights as a shareholder of Sono N.V. arise under the principal\nlegislation governing companies registered in the Netherlands, which is the Netherlands Company Law, as well as our Existing Articles.\nUpon effectiveness of the proposed Redomiciliation Transaction, your rights as a shareholder of Sono Delaware, as well as the duties and\nresponsibilities of directors of Sono Delaware, will arise under the DGCL and the Proposed Organizational Documents, which consist of\nthe Proposed Charter and the Proposed Bylaws.

The DGCL and the Proposed Organizational Documents contain provisions that\ndiffer in certain respects from the Netherlands Law and our Existing Articles and, therefore, some of your rights as a shareholder will\nchange.

Below is a summary chart outlining important similarities and differences\nin the corporate governance and shareholder rights associated with each of the Netherlands Company Law and the DGCL, as well as the Existing\nArticles and the Proposed Organizational Documents. This summary is not an exhaustive review of the Netherlands Company Law, the DGCL,\nthe Existing Articles or the Proposed Organizational Documents. You also should review the full text of the Proposed Charter and the Proposed\nBylaws that are attached to this proxy statement/prospectus as Annex C and Annex D, respectively, as well as the Existing\nArticles, the Netherlands Company Law, the DGCL, and the regulations thereunder to understand how these laws apply to the shareholders\nof Sono N.V. before the Redomiciliation Transaction and of Sono Delaware after the Redomiciliation Transaction.

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Delaware		Netherlands

Board of Directors

\n The DGCL provides that the board of directors of a corporation must consist\n of one or more directors as fixed by the corporation’s certificate of incorporation or bylaws, and that, unless the certificate\n of incorporation or bylaws provide otherwise, directors will be elected by a plurality of the votes of the shares present in person or\n represented by proxy at a meeting and entitled to vote thereon. \n \n The Proposed Charter will provide that the total number of directors will\n be determined from time to time exclusively by a resolution adopted by a majority of the Whole Board (as defined below), and that vacancies\n resulting from the death, resignation, disqualification or removal (or other cause) of any director, and newly created directorships resulting\n from any increase in the authorized number of directors, may be filled only by the Sono Delaware Board (and not by stockholders), or by\n a majority of the directors then in office, if less than a quorum is then in office, or by a sole remaining director. The “*Whole\n Board*” consists of the total number of authorized directors, whether or not there are any vacancies in previously authorized\n directorships or unfilled newly created directorships. \n \n In addition, the Proposed Charter will provide that the Sono Delaware Board\n is divided into three classes, one class of which is to be elected each year by our stockholders. The Sono Delaware Board will be authorized\n under the Proposed Charter to assign directors already in office to Class I, Class II or Class III. At each succeeding annual meeting\n of the stockholders of Sono Delaware, beginning with the first annual meeting of the stockholders of Sono Delaware following the effectiveness\n of the Proposed Charter, each of the successors elected to replace the class of directors whose term expires at that annual meeting will\n be elected for a three year term or until the election and qualification of their respective successors in office, subject to their earlier\n death, resignation or removal. The Proposed Charter will also provide that, subject to the rights of holders of any series of New Preferred\n Stock, directors may be removed only for cause and only by the affirmative vote of holders of at least 66 2/3% of the voting power of\n all then outstanding shares entitled to vote generally on the election of directors, voting together as a single class. \n \n Pursuant to the Proposed Charter, each director, including a director elected\n to fill a vacancy or newly created directorship, will hold office until the next annual meeting for the year in which his or her term\n expires and until his or her successor has been elected and qualified (subject, however, to such director’s earlier death, resignation,\n retirement, disqualification or removal). At all duly called or convened meetings of stockholders at which a quorum is present for the\n election of directors, a plurality of the votes cast will be sufficient to elect a director.		\n Pursuant to the Netherlands Company Law, the management board of a public\n limited liability company (naamloze vennootschap) must consist of one or more managing directors, which can be natural persons\n or legal entities. The supervisory board of a public limited liability company (naamloze vennootschap) must consist of one or more\n supervisory directors, which can only be natural persons. The Existing Articles provide that only natural persons can be managing directors\n and supervisory directors of Sono N.V. The Supervisory Board determines the number of managing directors and the number of supervisory\n directors of Sono N.V. \n \n Management Board members and Supervisory Board members are appointed by\n the general meeting of Sono N.V., on the basis of a binding nomination prepared by the Supervisory Board which can only be overruled\n by a two-thirds majority of votes cast representing more than half of our issued share capital. Management Board members and Supervisory\n Board members may only be dismissed by the general meeting by a two-thirds majority of votes cast representing more than half of our issued\n share capital (unless the dismissal is proposed by the Supervisory Board, in which case a simple majority of the votes cast would be sufficient).\n Members of the Management Board can be dismissed or suspended by the Supervisory Board at any time, which suspension can be lifted by\n the general meeting. \n \n The Supervisory Board shall elect one managing director to serve as the\n Chief Executive Officer of Sono N.V. If the Management Board has a vacancy, the remaining member(s) of the Management Board (or, if there\n are none, the Supervisory Board) can temporarily designate a replacement managing director until such individual can be appointed by the\n general meeting. Similarly, if the Supervisory Board has a vacancy, the remaining member(s) of the Supervisory Board can temporarily designate\n a replacement supervisory director until such individual can be appointed by the general meeting. \n \n At all duly called or convened general meetings at which a quorum is present,\n a simple majority of the votes cast will be sufficient to elect a managing director or supervisory director.

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Delaware		Netherlands

Limitation on Personal Liability; Indemnification of Directors and Officers

\n Under the DGCL, a corporation must indemnify its present or former directors\n and officers against expenses (including attorneys’ fees) actually and reasonably incurred to the extent that the officer or director\n has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the\n fact that he or she is or was a director or officer of the corporation. \n \n The DGCL generally permits a Delaware corporation to indemnify directors\n and officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement of any action or suit\n for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation\n and, with respect to any criminal action, which they had no reasonable cause to believe was unlawful, provided that in an action by or\n in the right of the corporation, such indemnification is limited to expenses (including attorneys’ fees). \n \n The Proposed Charter will provide that, to the fullest extent permitted\n by law, Sono Delaware will have the power to provide rights to indemnification and advancement of expenses to its current and former directors,\n officers, employees and agents and to any person who is or was serving at the request of Sono Delaware as a director, officer, employee\n or agent of another corporation, partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect\n to an employee benefit plan (each, an “*indemnitee”), against all liability and loss suffered and expenses (including,\n without limitation, attorneys’ fees, judgments, fines, Employee Retirement Income Security Act of 1974 (“ERISA*”)\n excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with any such proceeding. \n \n The Proposed Charter will also provide that Sono Delaware will, to the\n fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending\n any proceeding in advance of its final disposition. To the extent required by applicable law, such advancement of expenses shall be made\n only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined\n that the indemnitee is not entitled to be indemnified under the Proposed Charter or otherwise. \n \n Furthermore, the Proposed Bylaws will provide that Sono Delaware may maintain\n insurance, at its expense, to protect itself and/or any director, officer, employee or agent of Sono Delaware or another corporation,\n partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not Sono Delaware would have\n the power to indemnify such person against such expense, liability or loss under the DGCL.		Pursuant to the Existing Articles, Sono N.V. will indemnify its managing directors and supervisory directors from any financial losses or damages and any expenses reasonably paid or incurred by such managing director or supervisory director in connection with any legal proceedings in which such managing director or supervisory director becomes involved.

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Delaware		Netherlands

Interested Shareholders

\n Section 203 of the DGCL generally prohibits certain Delaware corporations,\n under certain circumstances, from engaging in a “business combination” with an “interested stockholder” (in each\n case, as defined under the heading “Description of Sono Delaware Securities—Section 203 of the DGCL”), for three\n years following the time that the stockholder became an interested stockholder, unless specified conditions are satisfied. \n \n However, the above provisions of Section 203 of the DGCL do not apply if:\n (i) the corporation’s board of directors approves either the business combination or the transaction that made the stockholder an\n “interested stockholder,” prior to the time that the stockholder became an interested stockholder; (ii) upon the completion\n of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of the corporation’s\n voting stock outstanding at the time the transaction commenced, excluding for this purpose certain statutorily excluded shares; or (iii)\n at or subsequent to the time that the stockholder became an interested stockholder, the business combination is approved by the corporation’s\n board of directors and authorized at an annual or special meeting of the corporation’s stockholders, and not by written consent,\n by an affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder. \n \n Under certain circumstances, this provision makes it more difficult for\n a person who would be an “interested stockholder” to effect various business combinations with a Delaware corporation for\n a three-year period. \n \n Our Proposed Charter will opt Sono Delaware out of the provisions of Section\n 203 of the DGCL relating to corporate takeovers. Accordingly, Sono Delaware will not be subject to Section 203.		Netherlands Company Law does not prohibit a public limited liability company from engaging in a business combination with its shareholders, regardless of their shareholdings. Articles 2:167 through 2:170 of the Netherlands Companies Law, dealing with related party transactions, are not applicable to Sono N.V. as its shares are not admitted to trading on a European regulated market.

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Delaware		Netherlands

Issued and Outstanding Shares; Authorized Shares

\n As of October 5, 2026, we expect that the issued and outstanding capital stock of Sono Delaware\nimmediately following the consummation of the Redomiciliation Transaction will consist of (a) 3,760,162 shares of New Common Stock,\nconsisting of (i) 3,720,162 shares of Class A Common Stock issued in the aggregate to the Sono N.V. Ordinary Shareholders in accordance\nwith the rights and preferences of Sono N.V. Ordinary Shares under the Existing Articles, (ii) 40,000 shares of Class B Common Stock\nissued in the aggregate to the Sono N.V. High Voting Shareholders in accordance with the rights and preferences of Sono N.V. High\nVoting Shares under the Existing Articles, and (b) 1,317.5000 shares of Series A Preferred Stock issued in the aggregate to\nthe Sono N.V. Preferred Shareholders in accordance with the rights and preferences of Sono N.V. Preferred Shares under the Existing\nArticles. \n\n\n The number of authorized shares of New Common Stock may be increased or\n decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series\n of New Preferred Stock that may be required, if any New Preferred Stock is then outstanding) the affirmative vote of the holders of shares\n of capital stock of Sono Delaware representing a majority of all outstanding shares of capital stock of Sono Delaware entitled to vote,\n irrespective of the provisions of Section 242(b)(2) of the DGCL. The number of authorized shares of New Preferred Stock may be increased\n or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the\n outstanding shares of New Common Stock without a vote of the holders of the New Preferred Stock, or of any series thereof, unless a vote\n of any such holders is required pursuant to the Proposed Charter or any Preferred Stock Designation establishing any series of New Preferred\n Stock. \n \n The New Preferred Stock may be issued from time to time in one or more\n series. The Sono Delaware Board will be expressly authorized by the Proposed Charter to provide out of the unissued shares of the New\n Preferred Stock for one or more series of New Preferred Stock and to establish from time to time the number of shares to be included in\n each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special\n and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the\n resolution or resolutions adopted by the Sono Delaware Board providing for the issuance of such series and included in a Preferred Stock\n Designation filed pursuant to the DGCL, and the Sono Delaware Board will be expressly vested with the authority to the full extent provided\n by law to adopt any such resolution or resolutions. The resolutions providing for the creation and issuance of any series of New Preferred\n Stock may provide that such series will be superior or rank equally or be junior to any other series of New Preferred Stock to the extent\n permitted by law and the Proposed Charter (including any Preferred Stock Designation subsequently filed).		\n The issued and outstanding share capital of Sono N.V. currently consists\nof 3,720,162 Sono N.V. Ordinary Shares, 40,000 Sono N.V. High Voting Shares and 1,317.5000 Sono N.V. Preferred Shares. \n\n\n\n The authorized capital of Sono N.V. amounts to €1,630,300.49, divided into 122,011,828\nSono N.V. Ordinary Shares, 40,000 Sono N.V. High Voting Shares and 1,333.9407 Sono N.V. Preferred Shares. Pursuant to Netherlands Company\nLaw, a public limited liability company cannot issue shares in excess of its authorized capital. At least one-fifth of the authorized\ncapital should be issued. \n\n\n Under Netherlands Company Law and the Existing Articles, upon a proposal\n of the Management Board, the issuance of shares and/or the granting of rights to subscribe for shares requires a resolution of the general\n meeting. Another corporate body, such as the Management Board or the Supervisory Board, may be designated as the authorized body to do\n so by the general meeting. Such designation can be granted for a period not exceeding five years. A resolution of the general meeting\n to issue shares, grant rights to subscribe for shares or designate another corporate body of Sono N.V. to do the same requires the approval\n of the relevant class meeting whose rights are prejudiced. A designation of another corporate body is irrevocable unless stipulated differently.

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Delaware		Netherlands

Preemptive Rights and Advance Subscription Rights

Under the DGCL, no stockholder has any preemptive right to subscribe to an additional issue of stock or to any security convertible into such stock unless, and except to the extent that, such right is expressly granted to such stockholder in the certificate of incorporation. The Proposed Charter will not expressly grant such rights to holders of New Common Stock of Sono Delaware. Holders of Series A Preferred Stock will have the preemptive rights set forth in the Proposed Charter, which are described herein under the heading “Description of Sono Delaware Securities—New Preferred Stock—Series A Preferred Stock—Preemptive rights.”		Under Netherlands Company Law and the Existing Articles, in the event of an issuance of shares, each shareholder will have a pro rata preemptive right in proportion to the aggregate nominal value of the shares held by such holder (with the exception of shares to be issued to employees or shares issued against a contribution other than in cash or pursuant to the exercise of a previously acquired right to subscribe for shares). Under the Existing Articles, the preemptive rights in respect of newly issued shares may be, upon proposal by the Management Board, restricted or excluded by a resolution of the general meeting. Another corporate body, such as the Management Board, may restrict or exclude the preemptive rights in respect of newly issued shares if it has been designated as the authorized body to do so by the general meeting. Such designation can be granted for a period not exceeding five years. A resolution of the general meeting to restrict or exclude the preemptive rights or to designate another corporate body as the authorized body to do so requires a majority of not less than two-thirds of the votes cast, if less than one-half of our issued share capital is represented at the meeting.

Amendment of Governing Documents

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Under Section 242 of the DGCL, a corporation’s certificate of incorporation may be amended upon a resolution of its board of directors and, subject to certain exceptions, approved by:		Pursuant to Netherlands Company Law and the Existing Articles, the general\n meeting is authorized to, at the proposal of the Management Board with the approval of the Supervisory Board, resolve upon an amendment\n of the articles of association.

	·	the holders of a majority of the outstanding shares entitled to vote; and	An amendment of the articles of association is laid down in a notarial\n deed.

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a majority of the outstanding shares of each class entitled to a class vote if the amendment\nwould increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares\nof such class or alter or change the powers, preference, or special rights of the shares of such class so as to affect them adversely,\nprovided that if the amendment would alter or change the powers, preferences or special rights of one or more series of a class so as\nto affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected shall be considered\na separate class for purposes of the vote.

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The Proposed Organizational Documents will provide that, in furtherance and not in limitation of the\n powers conferred by statute, the Sono Delaware Board is expressly authorized to adopt, amend, or repeal the Proposed Bylaws. In\n addition to any vote of the holders of any class or series of stock of Sono Delaware required by applicable law, the Proposed\n Charter (including any Preferred Stock Designation in respect of one or more series of New Preferred Stock), or the Proposed Bylaws,\n the adoption, amendment or repeal of the Proposed Bylaws by the stockholders of Sono Delaware will require the affirmative vote of\n the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the capital stock of Sono Delaware\n entitled to vote generally in the election of directors, voting together as a single class.

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Meetings of Shareholders

\n Under the DGCL, a special meeting of stockholders may be called by a corporation’s\n board of directors or by any other person authorized to do so in the certificate of incorporation or bylaws of a corporation. \n \n The Proposed Organizational Documents will provide that, subject to the\n rights of the holders of any series of New Preferred Stock then outstanding and to the requirements of applicable law, special meetings\n of stockholders of Sono Delaware, for any purpose or purposes, may be called only by the Sono Delaware Board pursuant to a resolution\n adopted by a majority of the Whole Board, the chairperson of the Sono Delaware Board or the Chief Executive Officer of Sono Delaware,\n and may not be called by any other person and the ability of the stockholders of Sono Delaware to call a special meeting is specifically\n denied. The Proposed Bylaws will provide that special meetings of stockholders shall be held at such place, either within or without the\n State of Delaware, and at such time and on such date as shall be determined by the Sono Delaware Board and stated by the Sono Delaware\n Board in Sono Delaware’s notice of the special meeting, provided that the Sono Delaware Board may in its sole discretion determine\n that the meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with the\n Proposed Bylaws. The Sono Delaware Board may postpone, reschedule, or cancel any previously scheduled special meeting of stockholders,\n upon the affirmative vote of a majority of the Whole Board.		\n General meetings may be held in Amsterdam, Arnhem, Assen, The Hague, Haarlem,\n ‘s-Hertogenbosch, Groningen, Leeuwarden, Lelystad, Maastricht, Middelburg, Rotterdam, Schiphol (Haarlemmermeer), Utrecht\n or Zwolle, all in the Netherlands. The annual general meeting shall be held within six months of the end of each financial year. Additional\n extraordinary general meetings may also be held, whenever considered appropriate by the Management Board or the Supervisory Board and\n shall furthermore be held within three months after the Management Board has considered it to be likely that the equity of the company\n has decreased to an amount equal to or lower than half of its paid-in and called-up share capital, in order to discuss the measures to\n be taken if so required. \n \n Pursuant to Netherlands Company Law, one or more shareholders or others\n with meeting rights under Netherlands Company Law that jointly represent at least one-tenth of the issued share capital may request that\n Sono N.V. convene a general meeting, setting out in detail the matters to be discussed. If Sono N.V. has not taken the steps necessary\n to ensure that such meeting can be held within six weeks after the request, the requesting party/parties may, on their application, be\n authorized by the competent Dutch court in preliminary relief proceedings to convene a general meeting. The court shall disallow the application\n if it does not appear that the applicants have previously requested that the Management Board and the Supervisory Board convene a general\n meeting and neither the Management Board nor the Supervisory Board has taken the necessary steps so that the general meeting could be\n held within six weeks after the request.

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Delaware		Netherlands

\n Under the DGCL, unless directors are elected by written consent in lieu\n of an annual meeting, an annual meeting of stockholders shall be held for the election of directors and any other proper business on a\n date and at a time designated by or in the manner provided in the bylaws of the corporation. \n \n The Proposed Bylaws will provide that the Sono Delaware Board shall designate\n the date and time of the annual meeting as shall be determined by the Sono Delaware Board and stated in Sono Delaware’s notice of\n the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in\n accordance with the Proposed Bylaws may be transacted. The Sono Delaware Board may postpone, reschedule, or cancel any previously scheduled\n annual meeting of stockholders. \n \n Except as otherwise provided by the DGCL, the Proposed Bylaws will provide\n that at all stockholder meetings, the holders of 50% of the voting power of all outstanding shares of capital stock of Sono Delaware entitled\n to vote at such meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum\n for the transaction of business at such meeting. Where a separate class vote by a class or classes or series is required, 50% of the shares\n of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect\n to that vote on that matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less\n than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then the chairperson of the meeting\n may adjourn the meeting from time to time in the manner provided in the Proposed Bylaws until a quorum is present or represented. At any\n adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting\n as originally noticed.		\n General meetings must be convened by an announcement published in a Dutch\n daily newspaper with national distribution. The notice must state the agenda, the time and place of the meeting, the record date (if any),\n the procedure for participating in the general meeting by proxy, as well as other information as required by Netherlands Company Law.\n The notice must be given at least 15 days prior to the day of the meeting. The agenda for the annual general meeting shall include –\n if possible and as applicable – among other things, the adoption of the annual accounts, appropriation of our profits and proposals\n relating to the composition of the Management Board and the Supervisory Board, including the filling of any vacancies in such bodies.\n In addition, the agenda shall include such items as have been included therein by the Management Board or the Supervisory Board. The agenda\n shall also include such items requested by one or more shareholders, or others with meeting rights under Netherlands Company Law, representing\n at least 3% of the issued share capital. Requests must be made in writing or by electronic means and received by us at least 60 days before\n the day of the meeting. No resolutions shall be adopted on items other than those that have been included in the agenda. \n \n In accordance with the DCGC and the Existing Articles, shareholders having\n the right to put an item on the agenda under the rules described above shall exercise such right only after consulting the Management\n Board in that respect. If one or more shareholders intend to request that an item be put on the agenda that may result in a change in\n the company’s strategy (for example, the removal of Management Board or Supervisory Board members), the Management Board must be\n given the opportunity to invoke a reasonable period to respond to such intention. Such period shall not exceed 180 days (or such other\n period as may be stipulated for such purpose by Dutch law and/or the DCGC from time to time). If invoked, the Management Board must use\n such response period for further deliberation and constructive consultation, in any event with the shareholders(s) concerned, and shall\n explore the alternatives. At the end of the response time, the Management Board shall report on this consultation and the exploration\n of alternatives to the general meeting. This shall be supervised by the Supervisory Board. The response period may be invoked only once\n for any given general meeting and shall not apply: (a) in respect of a matter for which a response period or a statutory cooling-off period\n (as discussed below) has been previously invoked; or (b) if a shareholder holds at least 75% of the company’s issued share capital\n as a consequence of a successful public bid. The response period may also be invoked in response to shareholders or others with meeting\n rights under Dutch law requesting that a general meeting be convened, as described above. \n

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Delaware		Netherlands

\n \n		\n Moreover, the Management Board, with the approval of the Supervisory Board,\n can invoke a cooling-off period of up to 250 days when shareholders, using their right to have items added to the agenda for a general\n meeting or their right to request a general meeting, propose an agenda item for our general meeting to dismiss, suspend or appoint one\n or more Management Board members or Supervisory Board members (or to amend any provision in our Existing Articles dealing with those matters)\n or when a public offer for our company is made or announced without our support, provided, in each case, that the Management Board believes\n that such proposal or offer materially conflicts with the interests of our company and its business. During a cooling-off period, our\n general meeting cannot dismiss, suspend or appoint Management Board members and Supervisory Board members (or amend the provisions in\n our Existing Articles dealing with those matters) except at the proposal of the Management Board. During a cooling-off period, the Management\n Board must gather all relevant information necessary for a careful decision-making process and at least consult with shareholders representing\n 3% or more of our issued share capital at the time the cooling-off period was invoked, as well as with our Dutch works council (if we\n or, under certain circumstances, any of our subsidiaries would have one). Formal statements expressed by these stakeholders during such\n consultations must be published on our website to the extent these stakeholders have approved that publication. Ultimately one week following\n the last day of the cooling-off period, the Management Board must publish a report in respect of its policy and conduct of affairs during\n the cooling-off period on our website. This report must remain available for inspection by shareholders and others with meeting rights\n under Dutch law at our office and must be tabled for discussion at the next general meeting. Shareholders representing at least 3% of\n our issued share capital may request the Enterprise Chamber of the Amsterdam Court of Appeal, or the Enterprise Chamber (Ondernemingskamer),\n for early termination of the cooling-off period. The Enterprise Chamber must rule in favor of the request if the shareholders can demonstrate\n that: (i) the Management Board, in light of the circumstances at hand when the cooling-off period was invoked, could not reasonably have\n concluded that the relevant proposal or hostile offer constituted a material conflict with the interests of our company and its business;\n (ii) the Management Board cannot reasonably believe that a continuation of the cooling-off period would contribute to careful policy-making;\n or (iii) other defensive measures, having the same purpose, nature and scope as the cooling-off period, have been activated during the\n cooling-off period and have not since been terminated or suspended within a reasonable period at the relevant shareholders’ request\n (i.e., no ‘stacking’ of defensive measures).

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Delaware		Netherlands

\n		\n\n The general meeting is presided over by the chairperson of the Supervisory\n Board. If no chairperson has been elected or if he or she is not present at the meeting, the general meeting shall be presided over by\n another Supervisory Board member present at the meeting. If no Supervisory Board member is present, the meeting shall be presided over\n by our Chief Executive Officer. If our Chief Executive Officer is not present at the meeting, the general meeting shall be presided over\n by another Management Board member present at the meeting. If no Management Board member is present at the meeting, the general meeting\n shall be presided over by any other person appointed by the general meeting. In each case, the person who should chair the general meeting\n pursuant to the rules described above may appoint another person to chair the general meeting instead. Management Board members and Supervisory\n Board members may always attend a general meeting. In these meetings, they have an advisory vote. The chairperson of the meeting may decide,\n at his or her discretion, to admit other persons to the meeting. \n \n All shareholders and others with meeting rights under Netherlands Company\n Law are authorized to attend the general meeting, to address the meeting and, insofar as they have such right, to vote pro rata to the\n total nominal value of his or her shareholding. Shareholders may exercise these rights, if they are the holders of shares on the record\n date, if any, as required by Dutch law, which is currently the 28th day before the day of the general meeting. Under our Existing Articles,\n shareholders and others with meeting rights under Netherlands Company Law must notify us in writing or by electronic means of their identity\n and intention to attend the general meeting. This notice must be received by us ultimately on the seventh day prior to the general meeting,\n unless indicated otherwise when such meeting is convened.

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Delaware		Netherlands

\n		\n Each Sono N.V. Ordinary Share confers the right on the holder to cast one\n vote, each Sono N.V. High Voting Share confers the right on the holder to cast 25 votes, and each Sono N.V. Preferred Share confers the\n right on the holder to cast 30,000 votes, at any general meeting. No votes may be cast at a general meeting on shares held by us or our\n subsidiaries or on shares for which we or our subsidiaries hold depository receipts. Nonetheless, the holders of a right of usufruct (vruchtgebruik)\n and the holders of a right of pledge (pandrecht) in respect of shares held by us or our subsidiaries in our share capital are not\n excluded from the right to vote on such shares, if the right of usufruct (vruchtgebruik) or the right of pledge (pandrecht)\n was granted prior to the time such shares were acquired by us or any of our subsidiaries. Neither we nor any of our subsidiaries may cast\n votes in respect of a share on which we or such subsidiary holds a right of usufruct (vruchtgebruik) or a right of pledge (pandrecht).\n Shares which are not entitled to voting rights pursuant to the preceding sentences will not be taken into account for the purpose of determining\n the number of shareholders that vote and that are present or represented, or the amount of the share capital that is provided or that\n is represented at a general meeting. \n \n Decisions of the general meeting are taken by a simple majority of votes\n cast, except where Netherlands Company Law or our Existing Articles provide for a qualified majority or unanimity.

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Shareholders’ Written Resolutions

The DGCL provides that, unless otherwise stated in a company’s certificate of incorporation, any action that may be taken at an annual meeting or special meeting of stockholders may be taken without a meeting if a consent in writing is signed by the holders of the outstanding shares having the minimum number of votes necessary to authorize the action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted. Our Proposed Bylaws will prohibit stockholder action by written consent (and, thus, require that all stockholder actions be taken at a meeting of our stockholders).		Pursuant to the Existing Articles and Netherlands Company Law, the general meeting may adopt resolutions in writing (outside of a meeting), unless Sono N.V. has issued bearer shares or cooperated with the issuance of depository receipts for shares in its capital (which is not the case). Decision-making in this manner requires cooperation of all shareholders.

Vote Required for Shareholder Approval

\n Generally, under the DGCL, approval of routine corporate matters that are\n put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting\n and entitled to vote on the subject matter. \n \n The Proposed Organizational Documents will provide that, subject to the\n rights of the holders of any series of New Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms\n of one or more series of New Preferred Stock as may be set forth in a Preferred Stock Designation, at all meetings of stockholders at\n which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present\n in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting\n at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or\n represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, pursuant to applicable law, the\n Proposed Organizational Documents or applicable stock exchange rules, a different vote is required, in which case such provision shall\n govern and control the decision of such matter.		At a general meeting, resolutions can be adopted with a simple majority, unless Netherlands Company Law or the Existing Articles require a greater majority. Under the Existing Articles, each Sono N.V. Ordinary Share has the right attached to cast one vote, each Sono N.V. High Voting Share has the right attached to cast 25 votes and each Sono N.V. Preferred Share has the right attached to cast 30,000 votes.

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Delaware		Netherlands

Shareholder Suits

\n Under the DGCL, a stockholder may bring a derivative suit subject to procedural\n requirements (including adopting Delaware as the exclusive forum). \n \n The Proposed Charter will provide that, subject to limited exceptions and\n unless Sono Delaware consents in writing to the selection of an alternative forum, the Court of Chancery will be the sole and exclusive\n forum (a) any derivative action or proceeding brought in the name or right of Sono Delaware or on behalf of Sono Delaware, (b) any action\n asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, agent or stockholder of Sono Delaware to Sono\n Delaware or to its stockholders, (c) any action or proceeding arising or asserting a claim arising pursuant to any provision of the\n DGCL or the Proposed Organizational Documents (as either may be amended from time to time, including with respect to the Proposed Charter\n by any Preferred Stock Designation) or as to which the DGCL confers jurisdiction on the Court of Chancery, (d) any action to interpret,\n apply, enforce or determine the validity of the Proposed Charter (including any Preferred Stock Designation) or the Proposed Bylaws, or\n (e) any action asserting a claim governed by the internal affairs doctrine. Furthermore, under the Proposed Charter, subject to limited\n exceptions and unless Sono Delaware consents in writing to the selection of an alternative forum, with respect to claims that are not\n internal corporate claims, stockholders, when acting in their capacity as stockholders or in the right of Sono Delaware, shall bring any\n or all such claims only in the Court of Chancery or the United States District Court for the District of Delaware, if such claims relate\n to the business of Sono Delaware, the conduct of its affairs, or the rights or powers of Sono Delaware or its stockholders, directors\n or officers. \n\n		The Existing Articles provide that, unless Sono N.V. consents in writing to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, or the United States Securities Exchange Act of 1934, as amended, to the fullest extent permitted by applicable law, shall be the United States federal district courts.

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Delaware		Netherlands

\n The forum selection provision in the Proposed Charter does not apply to\n establish the Court of Chancery of the State of Delaware as the forum for actions or proceedings brought to enforce a duty or liability\n created by the Securities Act or the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Section 22\n of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability\n created by the Securities Act or the rules and regulations thereunder and our Proposed Charter will provide that the federal district\n courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any\n complaint asserting a cause of action arising under the Securities Act. While there can be no assurance that federal or state courts will\n determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that\n suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and\n cannot be brought in state court. \n \n Section 27 of the Exchange Act creates exclusive federal jurisdiction\n over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly,\n actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must\n be brought in federal court. \n \n In addition, the Proposed Charter will provide that failure to enforce\n the forum selection provisions of the Proposed Charter would cause Sono Delaware irreparable harm and, accordingly, Sono Delaware shall\n be entitled to equitable relief, including injunctive relief and specific performance, to enforce such forum selection provisions. \n \n Any person or entity purchasing, otherwise acquiring or holding any interest\n in shares of capital stock of Sono Delaware will be deemed to have notice of, and consented to, these forum selection provisions. However,\n stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.\n Additionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This\n choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes\n with Sono Delaware or its directors, officers or other matters pertaining to Sono Delaware’s internal affairs, and may discourage\n lawsuits with respect to such claims.

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Delaware		Netherlands

Advance Notice Requirements for Shareholder Proposals

\n The Proposed Bylaws will provide that for business to be properly brought\n before an annual meeting by a Sono Delaware stockholder, the stockholder must (i) provide timely notice thereof in writing and in proper\n form to the Secretary of Sono Delaware and (ii) provide any updates or supplements to such notice at the times and in the forms required\n by the Proposed Bylaws. \n \n Under the Proposed Bylaws, to be timely, a stockholder’s notice must\n be in writing and received by the Secretary at the principal executive offices of Sono Delaware (i) in the case of an annual meeting,\n not earlier than 120 days nor later than 90 days before the one-year anniversary of the preceding year’s annual meeting, provided\n that if the date of the annual meeting is more than 30 days before or after such anniversary date, notice by the stockholder to be timely\n must be so received not earlier than 120 days before the annual meeting and not later than the later of (x) 90 days before the\n annual meeting or (y) 10 days following the day on which public announcement of the date of the annual meeting was first made by\n Sono Delaware; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later\n than 10 days following the day on which public announcement of the date of the special meeting is first made by Sono Delaware.		Pursuant to the Netherlands Company Law and the Existing Articles, the agenda for a general meeting shall include such items requested by one or more shareholders, or others with meeting rights under Netherlands Company Law, representing at least 3% of the issued share capital. Requests must be made in writing or by electronic means and received by Sono N.V. at least 60 days before the day of the general meeting. No resolutions shall be adopted on items other than those that have been included in the agenda.

Distributions and Dividends; Repurchases and Redemptions

\n The Proposed Charter will provide that, subject to applicable law and the\n rights and preferences of any holders of any outstanding series of New Preferred Stock, the holders of New Common Stock shall be entitled\n to the payment of dividends on their shares of New Common Stock when, as, and if declared by the Sono Delaware Board in accordance with\n the DGCL. \n \n The Proposed Bylaws will provide that the Sono Delaware Board, subject\n to any restrictions contained in either the DGCL or the Proposed Charter, may declare and pay dividends upon outstanding shares of capital\n stock of Sono Delaware. Dividends may be paid in cash, in property or in shares of Sono Delaware’s capital stock. The Sono Delaware\n Board may set apart out of any of the funds of Sono Delaware available for dividends a reserve or reserves for any proper purpose and\n may abolish any such reserve.		\n Sono N.V. may only make distributions, whether a distribution of profits\n or of freely distributable reserves, to our shareholders to the extent our shareholders’ equity (eigen vermogen) exceeds\n the sum of the paid-in and called-up share capital plus any reserves required by Netherlands Company Law or by our Existing Articles.\n Under our Existing Articles, the Management Board may decide that all or part of the profits are carried to reserves. After reservation\n by the Management Board of any profit, any remaining profit will be at the disposal of the general meeting for distribution, subject to\n restrictions of Netherlands Company Law and approval by the Supervisory Board. \n \n Sono N.V. will only make a distribution to shareholders after the adoption\n of our annual accounts demonstrating that such distribution is legally permitted. The Management Board is permitted, subject to certain\n requirements, to declare interim distributions without the approval of the general meeting, but only with the approval of the Supervisory\n Board.

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Delaware

Netherlands

Dividends and other distributions shall be made payable not later than\n the date determined by the Management Board. Claims to dividends and other distributions not made within five years from the date that\n such dividends or distributions became payable will lapse and any such amounts will be considered to have been forfeited to us (verjaring).

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Pursuant to our Existing Articles, distributions are made in proportion\n to the aggregate number of shares held by the relevant shareholder, whereby the Sono N.V. Ordinary Shares and the Sono N.V. High Voting\n Shares are considered to be shares of the same class, and one Sono N.V. Preferred Share is counted as 30,000 ordinary shares for the purposes\n of calculating a distribution. Distributions can be made in the form of cash, shares in Sono N.V.’s capital or in the form of Sono\n N.V.’s assets.

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Under our Existing Articles, and subject to certain requirements, each\n issued Sono N.V. High Voting Share can be converted into 25 Sono N.V. Ordinary Shares subject to the forfeiture to Sono N.V. for no consideration\n of 24 of such Sono N.V. Ordinary Shares (with the effect being that a converting Sono N.V. High Voting Shareholder will receive one Sono\n N.V. Ordinary Share for the conversion of each 25 Sono N.V. High Voting Shares). Subject to certain requirements, each issued Sono N.V.\n Preferred Share can be converted into 30,000 Sono N.V. Ordinary Shares. Sono N.V. Ordinary Shares cannot be converted into Sono N.V.\n High Voting Shares or Sono N.V. Preferred Shares.

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An acquisition of shares for consideration must be authorized by Sono N.V.’s\n general meeting. Such authorization may be granted for a maximum period of 18 months and must specify the number of shares that may be\n acquired, the manner in which shares may be acquired and the price limits within which shares may be acquired. The actual acquisition\n may only be effected by a resolution of the Management Board, with the approval of the Supervisory Board. No authorization of the general\n meeting of shareholders is required if fully paid shares are acquired by us with the intention of transferring such ordinary shares to\n our employees under an applicable employee stock purchase plan or if shares are acquired for no consideration.

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Pursuant to Netherlands Company Law and our Existing Articles, the general\n meeting is authorized to resolve upon the cancellation of shares.

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Delaware		Netherlands

Anti-Takeover Provisions

Our Proposed Charter will opt Sono Delaware out of the provisions of Section 203 of the DGCL, which would otherwise generally prohibit certain Delaware corporations from engaging in a “business combination” with an “interested stockholder” for three years following the time such stockholder became an interested stockholder, absent specified board or stockholder approvals. Accordingly, Sono Delaware will not be subject to Section 203. Notwithstanding the foregoing, the Proposed Charter and Proposed Bylaws will contain anti-takeover provisions that could have the effect of delaying or preventing changes in control or changes in management or the Sono Delaware Board, including (i) the authorization of shares of Class B Common Stock which may be issued without further action by our stockholders, (ii) the authorization of undesignated New Preferred Stock, the terms of which may be established and shares of which may be issued without further action by our stockholders, (iii) the Sono Delaware Board will be classified into three classes of directors, with staggered three-year terms and directors will only be able to be removed from office for cause, (iv) no cumulative voting in the election of directors, (v) advance notice requirements for stockholder nominations and proposals, and (vi) supermajority (66⅔%) voting requirements to amend certain provisions of the Proposed Charter and Proposed Bylaws, in each case as further described under “Description of Sono Delaware Securities.”		Under Netherlands Company Law and the Existing Articles, the\n Management Board, with the approval of the Supervisory Board, may invoke a response period of up to 180 days when shareholders\n propose an agenda item that may result in a change in Sono N.V.’s strategy, and may separately invoke a cooling-off period of\n up to 250 days in response to a shareholder proposal to dismiss, suspend or appoint Management Board or Supervisory Board\n members, or in response to an unsolicited public offer, in each case if the Management Board believes the proposal or offer\n materially conflicts with the interests of the company and its business. During a cooling-off period, the general meeting cannot\n dismiss, suspend or appoint Management Board or Supervisory Board members except at the proposal of the Management Board. These\n features, together with other features of the Existing Articles such as the supervoting rights of the Sono N.V. High Voting Shares\n and the Sono N.V. Preferred Shares, may have the effect of delaying or discouraging an unsolicited change of control of Sono\n N.V.

Appraisal Rights

\n Under the DGCL, in certain circumstances, stockholders of a Delaware corporation\n are entitled to appraisal rights under Section 262 of the DGCL in connection with certain mergers, consolidations, conversions, transfers,\n domestications, or continuances, pursuant to which such stockholders may seek a judicial determination of the “fair value”\n of their shares by the Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the applicable\n transaction, to be paid in lieu of the merger or other transaction consideration. \n \n However, Section 262 of the DGCL provides that appraisal rights are generally\n not available for shares of any class or series of stock that, at the applicable record date, were listed on a national securities exchange\n (such as Nasdaq) or held of record by more than 2,000 holders, unless the holders of such shares are required by the terms of the transaction\n to accept consideration other than (a) shares of stock of the surviving or resulting corporation (or the converted or resulting entity),\n (b) shares of stock of another corporation (or depository receipts in respect thereof) that are listed on a national securities exchange\n or held of record by more than 2,000 holders at the effective time of the transaction, (c) cash in lieu of fractional shares or fractional\n depository receipts, or (d) any combination of the foregoing. \n \n Stockholders seeking appraisal must comply strictly with the procedural\n requirements of Section 262 of the DGCL. Among other requirements, a stockholder must deliver to the corporation a written demand for\n appraisal before the taking of the vote on the relevant transaction and must not vote in favor of the transaction. A stockholder who abstains\n from voting, does not vote, or votes against the transaction satisfies the voting condition of Section 262, but a vote or proxy against\n the transaction does not itself constitute a demand for appraisal; a separate written demand must be delivered as required by the statute.\n Failure to deliver a timely written demand for appraisal or voting in favor of the transaction will result in a loss of appraisal rights,\n regardless of any other action taken by the stockholder. \n \n Sono Delaware stockholders will not have appraisal rights under the DGCL\n as a result of the Redomiciliation Transaction itself, but may have such rights in connection with future mergers, consolidations, conversions,\n transfers, domestications, or continuances to the extent such rights are made available under, and subject to the applicable requirements\n of, Section 262 of the DGCL in connection with any such future transaction.		\n There are no statutory appraisal rights under Luxembourg law in connection\n with the Redomiciliation Transaction. Under Netherlands Company Law, a Registered Shareholder who voted against the Merger Proposal at\n the Special Meeting may submit a Withdrawal Request in accordance with article 2:333h of the Netherlands Company Law during the one-month\n Withdrawal Period following the Special Meeting, and thereby elect not to become a shareholder of Sono Luxembourg and instead receive\n Cash Compensation for the relevant shares. A Registered Shareholder who votes in favor of the Merger Proposal, abstains, or is not present\n or represented at the Special Meeting, does not have any right to submit a Withdrawal Request. This treatment of abstentions and non-representation\n differs materially from the treatment of a stockholder’s appraisal rights under the DGCL, as under the Withdrawal Mechanism, only\n a Registered Shareholder who affirmatively votes against the Merger Proposal preserves the right to submit a Withdrawal Request; abstaining\n or not being present or represented forfeits that right entirely, regardless of any other action the Registered Shareholder may take. \n \n Furthermore, unlike the DGCL, under which appraisal rights (where available)\n entitle stockholders to seek a judicial determination of “fair value,” the Withdrawal Mechanism entitles Withdrawing Shareholders\n to receive a fixed compensation amount for their Sono N.V. Exit Shares. As further described in the section entitled “Statutory\n Appraisal Rights under Netherlands Company Law,” the Cash Compensation per Sono N.V. Exit Share payable to Withdrawing Shareholders\n is limited to the nominal value of such share, with respect to which Visser has issued an opinion that the Cash Compensation is not reasonable\n when assessed against the criteria of Article 2:333g(2) of the Dutch Civil Code (see the section entitled “Reports of Dutch Independent\n Auditor” for additional information). As further described under “Risk Factors,” Withdrawing Shareholders\n may not be able to recoup the value of their investment in Sono N.V. through alternative means, such as by selling their shares on the\n open market at a reasonable market price, given the limited liquidity of the Sono N.V. shares. \n

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EXTRAORDINARY GENERAL MEETING OF SONO N.V. SHAREHOLDERS

General

Sono N.V. is furnishing this proxy statement/prospectus to the shareholders\nof Sono N.V. as part of the solicitation of proxies by the Supervisory Board for use at the Special Meeting to be held on ____, 2026,\nand at any adjournment or postponement thereof. This proxy statement/prospectus provides the shareholders of Sono N.V. with information\nthey need to know in order to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held at ___ p.m. Central European Time,\non ____, 2026, at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands.

Purpose of the Special Meeting

The Special Meeting has been called for shareholders to consider and vote\non the following matters:

Voting\nProposal No. 1: The Redomiciliation Proposal — To consider and vote upon a proposal to approve the overall Redomiciliation Transaction whereby\nSono N.V.’s legal seat is changed from the Netherlands, via Luxembourg, to the State of Delaware, by implementing two substantially\nconcurrent transactions, as follows: (1) pursuant to the terms of the Merger Agreement, a copy of which is attached to this proxy\nstatement/prospectus as Annex A, Sono N.V. will, as soon as practicable following the lapse of certain mandatory waiting periods\nand fulfillment of statutory formalities under Dutch and Luxembourg laws, effect the Merger with and into Sono Luxembourg, with Sono N.V.\nbeing the disappearing entity and Sono Luxembourg being the surviving entity, as a consequence of which Sono Luxembourg will acquire the\nassets and liabilities of Sono N.V. under universal title, while Sono N.V. will cease to exist, in conformity with the Merger Agreement,\nand Sono Luxembourg will be the SEC registrant following the Merger, with the effect that the shareholders of Sono N.V. will become the\nshareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall\ncease to exist, and (2) subject to the effectiveness of the Merger and as soon as practicable thereafter, which is expected to be six\nhours and two minutes later, pursuant to the Plan of Domestication to be entered into by Sono Luxembourg, the form of which is attached\nas Annex B to this proxy statement/prospectus, Sono Luxembourg will effect the Conversion under the laws of the State of Delaware\nfrom a company governed by Luxembourg law into a corporation organized under the laws of the State of Delaware, and will continue as an\nentity under the name “Sono Group, Inc.” (which entity we refer to herein as Sono Delaware), without any discontinuation of\nSono Luxembourg’s legal existence, without liquidation or dissolution, and without creating a new legal entity, with the effect\nthat Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange\nof securities as Sono Luxembourg and Sono Delaware will be the same entity, but with a changed jurisdiction of domiciliation, and as a\nresult shares of stock will be issued under the laws of such changed jurisdiction of domiciliation.

Voting Proposal No. 2: The Merger Proposal — To consider and vote upon a proposal\nto approve the implementation of the Merger in accordance with the terms of the Merger Agreement attached to this proxy statement/prospectus\nas Annex A, pursuant to which, as soon as practicable following the lapse of certain mandatory waiting periods under Dutch\nand Luxembourg laws, Sono N.V. will consummate the Merger with and into Sono Luxembourg.

Voting Proposal No. 3: The Nasdaq Share Authorization Proposal — To consider and vote\nupon a proposal to approve, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance by Sono N.V. (or, following the consummation\nof the Redomiciliation Transaction, Sono Delaware), in one or more transactions other than a public offering, of Sono N.V. Ordinary Shares\n(or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock) or securities convertible into or\nexercisable for Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common\nStock), including convertible debt securities, which equals 20% or more of the common shares or 20% or more of the voting power outstanding\nbefore the issuance and may be issued at a price that is less than the Minimum Price, subject to the parameters set forth in such proposal.

Recommendation to Shareholders

After careful consideration, the Management Board and the Supervisory Board\nhave unanimously determined that the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal are advisable,\nfair to and in the best interests of Sono N.V., our business, our shareholders and other stakeholders, approved the Merger Agreement\nand the Plan of Domestication and the transactions contemplated thereby, including the Merger and the Conversion, and recommend that the\nshareholders of Sono N.V. vote or give the instruction to vote “FOR” the Redomiciliation Proposal, “FOR”\nthe Merger Proposal, and “FOR” the Nasdaq Share Authorization Proposal.

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Registered Shareholders; Record Date

Quorum and Vote of Shareholders

Registered Shareholders, consisting of the Sono N.V. Ordinary Shareholders,\nthe Sono N.V. High Voting Shareholders and the Sono N.V. Preferred Shareholders that are holders of record as of the Record Date, will\nbe entitled to address, vote or direct votes to be cast at the Special Meeting. Voting on all resolutions at the Special Meeting will\nbe conducted by way of telephone, internet or proxy, or by voting in person at the Special Meeting.

If you are a Beneficial Holder, which means you own Sono N.V. Ordinary\nShares in “street name” that are held of record by a broker, bank or nominee, you should contact your broker to ensure that\nvotes related to the shares you beneficially own are properly counted. In this regard, you should request from your broker a certificate\nor confirmation certifying the number of Sono N.V. Ordinary Shares recorded in their account on the Record Date or any other proof of\nownership in a form acceptable to Sono N.V. at its own and full discretion. In order to vote, you must instruct your broker, bank or other\nnominee how to vote the shares you beneficially own in accordance with the voting instruction form you receive from your broker, bank\nor other nominee. If you wish to attend the Special Meeting and vote directly, you must contact your broker, bank or other nominee that\nappears as the registered shareholder on the Record Date to issue a legal proxy, which allows you as the beneficial owner to vote your\nshares directly. Beneficial Holders who own their investments through a bank or broker will need to contact their respective bank or broker\nbefore the Special Meeting.

Voting Power

A quorum of at least one-third of the issued\nshares of Sono N.V. to which voting rights are attached pursuant to the Existing Articles or Dutch law, must be present or represented\nby proxy at the Special Meeting. Based on the 5,165,700 votes outstanding as of October 5, 2026, a quorum will be present if the holders\nof Sono N.V. shares representing at least 1,721,900 votes, or approximately 33.33% of the combined voting power in the issued and outstanding\nshare capital of Sono N.V., are present or represented by proxy at the Special Meeting. As of October 5, 2026, SVSE was entitled to vote\n230,751 Sono N.V. Ordinary Shares (which are entitled to one vote for each Sono N.V. Ordinary Share) and 40,000 Sono N.V. High Voting\nShares (which are entitled to 25 votes for each Sono N.V. High Voting Share), for a total of 1,230,751 votes, with respect to which SVSE\nhas delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that all of the shares held by SVSE will\nbe voted in favor of the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal at the Special Meeting.

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Abstentions and Broker Non-Votes

An “abstention” represents a shareholder’s affirmative\nchoice to decline to vote on a proposal. Abstentions are not considered votes cast and will, therefore, not affect the outcome of the\nvote on the proposals, but will be counted for purposes of determining whether a quorum is present at the Special Meeting.

A “broker non-vote” occurs when a broker, bank or other nominee\nsubmits a proxy that does not indicate a vote for one or more of the proposals because the broker, bank or other nominee has not received\ninstructions from the Beneficial Holder on how to vote on such proposal and does not have discretionary authority to vote in the absence\nof instructions. The rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on\nproposals that are considered routine, whereas the proposals to be presented at the Special Meeting are considered non-routine. Because\nbrokers do not have discretionary voting authority with respect to any of the proposals described in this proxy statement/prospectus,\nif a Beneficial Holder of Sono N.V. Ordinary Shares does not give voting instructions to their broker, bank or other nominee, then those\nSono N.V. Ordinary Shares will not be present or voted at the Special Meeting, and, therefore, will not count towards the quorum\nof the Special Meeting. A “broker non-vote” will have no effect on the outcome of the Redomiciliation Proposal, the Merger\nProposal or the Nasdaq Share Authorization Proposal so long as a quorum is present.

Share Ownership and Voting by Sono N.V. Directors and Officers

As of the Record Date, our directors and executive\nofficers and their affiliates do not beneficially own any Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares or Sono N.V. Preferred\nShares.

Voting Your Shares

Sono N.V. Ordinary Shareholders will have one vote for each Sono N.V. Ordinary\nShare owned as of the Record Date.

Sono N.V. High Voting Shareholders will have 25 votes for each Sono\nN.V. High Voting Share owned as of the Record Date.

Sono N.V. Preferred Shareholders will have 30,000 votes for each Sono N.V.\nPreferred Share owned as of the Record Date, subject to a contractually agreed voting blocker equal to 4.99% of the combined voting power\nin the share capital of Sono N.V. as of the Record Date.

You may vote “FOR” or “AGAINST” or\n“ABSTAIN” on each of the voting proposals. Registered Shareholders, consisting of the Sono N.V. Ordinary Shareholders,\nthe Sono N.V. High Voting Shareholders and the Sono N.V. Preferred Shareholders that are holders of record as of the Record Date, may\nvote as follows:

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If you are a Beneficial Holder, meaning that your Sono N.V. Ordinary Shares\nare held in street name at the close of business on the Record Date:

Please ensure that you vote in advance of the Special Meeting by internet,\nby telephone or by mail, in accordance with the instructions above. To be sure that your vote will be received in time (and no later than\n12:00 p.m. Central European Time on _______, 2026), please cast your vote by your choice of available means at your earliest convenience.\nEven if you plan to attend the Special Meeting in person, we encourage you to vote your shares online or by telephone.

Submitting votes with respect to Sono N.V. High Voting Shares and\nSono N.V. Preferred Shares

If you are a holder of Sono N.V. High Voting Shares or Sono N.V. Preferred\nShares at the close of business on the Record Date, you may also vote your shares by signing, dating, and returning the voting form separately\nprovided to you in accordance with the instructions provided therein. Voting your Sono N.V. High Voting Shares or your Sono N.V. Preferred\nShares by returning the voting form separately provided to you will supersede your right to vote your Sono N.V. High Voting Shares or\nyour Sono N.V. Preferred Shares in person or via proxyholder if you attend or are represented at the Special Meeting, provided that you\nreturn a valid voting form, duly filled in, dated, and signed.

Attending the Special Meeting in person

Only shareholders who have given notice in writing to Sono N.V. by 12:00\np.m. Central European Time on _______, 2026 of their intention to attend the Special Meeting are entitled to attend the Special\nMeeting in person. The conditions for attendance at the Special Meeting are as follows:

Registered Shareholders must (i) notify Sono N.V. in writing of their intention to attend the Special\nMeeting in person by submitting their name and the number of registered shares held by them through Sono N.V.’s email address at\nir@sonomotors.com no later than 12:00 p.m. Central European Time on _______, 2026, and (ii) bring a form of personal picture\nidentification to the Special Meeting and evidence of their entitlement to Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares or\nSono N.V. Preferred Shares (as applicable); and

Beneficial Holders must have their financial intermediary, agent or broker with whom the shares are on\ndeposit issue a proxy to them that confirms they are authorised to participate in and vote at the Special Meeting. These Beneficial Holders\nmust (i) notify Sono N.V. of their intention to attend the Special Meeting by submitting their name and the number of shares beneficially\nowned by them through Sono N.V.’s email address at ir@sonomotors.com no later than 12:00 p.m. Central European Time on _______,\n2026, (ii) bring an account statement or a letter from the record holder indicating that the Beneficial Holder owned the shares as of\nthe Record Date, (iii) bring the proxy issued to them by their financial intermediary to the Special Meeting and (iv) bring a form of\npersonal picture identification to the Special Meeting.

By attending the Special Meeting, shareholders agree to abide by the agenda\nand procedures for the Special Meeting, copies of which will be distributed to attendees at the meeting.

In the case of shares owned by a corporation or any other legal entity,\nindividuals representing such entity who wish to physically attend the Special Meeting and vote at the Special Meeting on behalf of such\nentity must present evidence of their authority to attend and vote at the Special Meeting by means of a proper document (such as a special\npower of attorney) issued by the entity represented. A copy of such power of attorney or other proper document should be submitted to\nInvestor Relations at our principal executive offices, located at 4965 Trinidad Drive, Land O’ Lakes, Florida 34639, United States\nof America, no later than 12:00 p.m. Central European Time on _______, 2026. Such evidence of authority must also be presented\nat the Special Meeting. Persons designated as a proxy must also bring the underlying, duly executed proxy card to the Special Meeting.

For the Special Meeting to proceed in a timely and orderly manner, proxyholders\nare requested to arrive on time. Check-in at the Special Meeting will begin at ___.m. Central European Time (___.m. New\nYork City time). Please plan to allow ample time for check-in procedures. Cameras, cell phones, recording equipment and other\nelectronic devices will not be permitted at the Special Meeting.

Revoking Your Proxy

Even if you cast your vote by executing and delivering your proxy card,\nyou retain the right to revoke and change your vote prior to the Special Meeting. If you are a Registered Shareholder of Sono N.V. Ordinary\nShares, Sono N.V. High Voting Shares or Sono N.V. Preferred Shares at the close of business on the Record Date, you may change your\nvote by doing any one of the following:

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	(1)	Vote over the internet or by telephone as instructed above. Only your latest internet or telephone vote is counted. You may not change your vote over the internet or by telephone after 12:00 p.m. Central European Time on _______, 2026.

	(2)	Notify us of your intention to revoke your proxy no later than 12:00\n p.m. Central European Time on _______, 2026. Such revocation may be effected in writing by execution of a subsequently dated proxy,\n or by a written notice of revocation, sent to the attention of Investor Relations at the address of our principal executive offices\n or by email at ir@sonomotors.com.

	(3)	Attend the Special Meeting in person and vote as instructed above.

If you are a Beneficial Holder of Sono N.V. Ordinary Shares held in street\nname, you may submit new voting instructions by contacting your bank, broker or other nominee.

Unless so revoked, the Sono N.V. Ordinary Shares, Sono N.V. High Voting\nShares and Sono N.V. Preferred Shares represented by a proxy, if timely received, will be voted in accordance with the directions given\ntherein.

If the Special Meeting is postponed or adjourned for any reason, at any\nsubsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the\noriginal convening of the Special Meeting (except for any proxies that have at that time effectively been revoked or withdrawn).

Transaction of Other Business

As of the date of this proxy statement/prospectus, the Management Board\nand the Supervisory Board are not aware of any matters to be presented for action at the Special Meeting other than those described in\nthis proxy statement/prospectus and the accompanying notice of extraordinary general meeting of shareholders. However, if any other matters\nshould properly come before the Special Meeting, it is the intention of the persons named in the accompanying proxy card to vote such\nproxy card in accordance with their judgment on such matters.

As previously disclosed by Sono N.V., we intend to solicit the ratification by our shareholders\nof the engagement by Sono N.V. in the digital asset treasury strategy as well as the termination and sale of our legacy solar operations,\nin connection with which Sono N.V. will prepare and file with the SEC a proxy statement on Schedule 14A for an extraordinary general\nmeeting of Sono N.V.’s shareholders. The ratification by our shareholders of the engagement by Sono N.V. in the digital\nasset treasury strategy and the termination and sale of our legacy solar operations is not covered by this proxy statement/prospectus\nand will not be presented for a vote of Sono N.V.’s shareholders at the Special Meeting. In addition, any shareholder approval required\nin connection with the proposed business combination with Sports One will be solicited pursuant to a separate proxy statement/prospectus\nto be filed with the SEC and is not covered by this proxy statement/prospectus or the Special Meeting, as further described elsewhere\nin this proxy statement/prospectus. As described elsewhere in this proxy statement/prospectus, the Special Meeting is being held solely\nfor the purposes of considering and voting upon the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal.

Solicitation of Proxies

Appointment of a proxy does not preclude a Registered Shareholder from\nattending and voting its shares at the Special Meeting. A Registered Shareholder may also change its vote by submitting a later-dated\nproxy as described in the above section entitled “—Revoking Your Proxy.” If you are a Registered Shareholder\nof Sono N.V. High Voting Shares or Sono N.V. Preferred Shares at the close of business on the Record Date, you may also vote your shares\nas described above under “—Submitting votes with respect to Sono N.V. High Voting Shares and Sono N.V. Preferred Shares.”

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Who Can Answer Your Questions About the Special Meeting

If you are a Registered Shareholder and you have questions about the Redomiciliation Transaction,\nthe proposals or this proxy statement/prospectus, you would like additional copies of this proxy statement/prospectus, Sono N.V.’s\n2025 Annual Report or you need to obtain proxy cards or other information related to the proxy solicitation, please contact Sodali &\nCo, the proxy solicitor for Sono N.V., by calling +1 (800) 662-5200 (toll-free), or banks and brokers can call +1 (203) 658\n- 9400, or by emailing SSM@info.sodali.com. You will not be charged for any of the documents that you request.

If your shares are held through an account with a broker, dealer, bank\nor other nominee, you should call your broker, dealer, bank or other nominee for additional information.

You may also obtain additional information about us from documents filed\nwith the SEC by following the instructions in the section titled “Where You Can Find More Information.”

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Voting Proposal No. 1: THE\nREDOMICILIATION PROPOSAL

This summary highlights selected information regarding the proposed\nRedomiciliation Transaction, including the Merger pursuant to the Merger Agreement and the Conversion pursuant to the Plan of Domestication\nand related matters, and does not contain all of the information that is important to you. To better understand the proposals to be submitted\nfor a vote at the Special Meeting, you should read this entire document carefully, including the Merger Agreement, the Plan of Domestication,\nand the Proposed Charter and the Proposed Bylaws of Sono Delaware, which are attached to this proxy statement/prospectus as Annex A,\nAnnex B, Annex C and Annex D, respectively, and are incorporated by reference into this proxy statement/prospectus.\nIn evaluating the proposals to be presented at the Special Meeting, shareholders should carefully read this entire proxy statement/prospectus,\nand especially consider the factors discussed in the section titled “Risk Factors” beginning on page 31.

Overview of the Redomiciliation Transaction

We are asking the shareholders of Sono N.V. to approve the overall Redomiciliation\nTransaction whereby Sono N.V.’s legal seat is changed from the Netherlands, via Luxembourg, to the State of Delaware, by implementing\ntwo substantially concurrent transactions, as follows: (1) pursuant to the terms of the Merger Agreement, a copy of which is attached\nto this proxy statement/prospectus as Annex A, Sono N.V. will, as soon as practicable following the lapse of certain mandatory\nwaiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws, merge with and into Sono Luxembourg, with Sono\nN.V. being the disappearing entity and Sono Luxembourg being the surviving entity, as a consequence of which Sono Luxembourg will acquire\nthe assets and liabilities of Sono N.V. under universal title, while Sono N.V. will cease to exist, in conformity with the Merger Agreement,\nand Sono Luxembourg will be the SEC registrant following the Merger, with the effect that the shareholders of Sono N.V. will become the\nshareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall\ncease to exist, and (2) subject to the effectiveness of the Merger and as soon as practicable thereafter, which is expected to be\nsix hours and two minutes later, pursuant to the Plan of Domestication to be entered into by Sono Luxembourg, the form of which is attached\nas Annex B to this proxy statement/prospectus, Sono Luxembourg will convert under the laws of the State of Delaware from\na company governed by Luxembourg law into a corporation organized under the laws of the State of Delaware, and upon the Conversion will\ncontinue as an entity under the name “Sono Group, Inc.,” without any discontinuation of Sono Luxembourg’s legal existence,\nwithout liquidation or dissolution, and without creating a new legal entity, with the effect that Sono Luxembourg will change its domiciliation\nfrom the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono\nDelaware will be the same entity, but with a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under\nthe laws of such changed jurisdiction of domiciliation.

If the Redomiciliation Proposal and the Merger Proposal are adopted by\nboth the shareholders of Sono N.V., and Sono N.V., as the sole shareholder of Sono Luxembourg, and the Redomiciliation Transaction is\ncompleted, then:

subject to the terms of the Merger Agreement, at the Merger Effective Time, (i) each issued and outstanding\nSono N.V. Ordinary Share (excluding each Sono N.V. Ordinary Share held in the treasury of Sono N.V. which will be cancelled without any\nexchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for\none LuxCo Class A Ordinary Share; (ii) each issued and outstanding Sono N.V. High Voting Share (excluding each share of Sono N.V. High\nVoting Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. High Voting Shares held\nin the treasury and dissenting shares) will be automatically cancelled and exchanged for 25 LuxCo Class B Ordinary Shares; and (iii) each\nissued and outstanding Sono N.V. Preferred Share (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V.\nwhich will be cancelled without any exchange of such Sono N.V. Preferred Shares held in the treasury and dissenting shares) will be automatically\ncancelled and exchanged for 30,000 LuxCo Preferred Shares; and

subject to the completion of the Merger, and as soon as practicable thereafter, which is expected\nto be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the Plan of Domestication, at which time\n(a) each issued and outstanding LuxCo Class A Ordinary Share will be automatically converted into one share of Class A Common Stock; (b)\neach set of 25 issued and outstanding LuxCo Class B Ordinary Shares will be automatically converted into one share of Class B Common Stock;\nand (c) each set of 30,000 issued and outstanding LuxCo Preferred Shares will be automatically converted into one share of Series A Preferred\nStock.

On July 14, 2026, the Management Board and the Supervisory Board unanimously\napproved the Redomiciliation Transaction and the transactions and agreements contemplated thereby, including the Merger pursuant to the\nMerger Agreement, and unanimously recommend that you vote “FOR” all of the proposals to be presented at the Special\nMeeting. We urge you to join us in supporting these important initiatives.

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The Sono N.V. Ordinary Shares commenced trading on the Nasdaq-CM under the ticker symbol “SSM”\non September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to submit a notification form to Nasdaq. We\nexpect that the Class A Common Stock will continue to trade under the same symbol on the Nasdaq-CM following the Redomiciliation Transaction.\nThere is no assurance, however, that we will be able to satisfy the continued listing requirements of the Nasdaq-CM prior to or following\nthe implementation of the Redomiciliation Transaction. The Sono N.V. High Voting Shares (of which 40,000 are issued and outstanding as\nof the date of this proxy statement/prospectus) and the Sono N.V. Preferred Shares (of which 1,317.5000 are issued and outstanding as\nof the date of this proxy statement/prospectus) are not currently, and we do not intend for the Sono N.V. High Voting Shares or the Sono\nN.V. Preferred Shares (or, following the completion of the Redomiciliation Transaction, the Class B Common Stock or the Series A Preferred\nStock) to be, listed for trading on any securities exchange or included in any automatic quotation system.

Structuring of the Redomiciliation Transaction

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If we complete the Redomiciliation Transaction,\nwe will continue our legal existence in the State of Delaware as if we had originally been incorporated under Delaware law, and we will\ncontinue to conduct our business through Sono Delaware, as the continuing entity following the Redomiciliation Transaction, in substantially\nthe same manner as currently conducted. We will remain subject to SEC rules and reporting requirements and the mandates of the Sarbanes-Oxley\nAct of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and we will continue to report our consolidated financial\nresults in U.S. dollars and in accordance with U.S. GAAP. We will also continue to have annual meetings of the stockholders of Sono Delaware\nfor the election of directors and annual stockholder advisory votes ratifying the selection of our independent registered public accounting\nfirm. In addition, we will remain subject to applicable corporate governance rules of the Nasdaq-CM or any other national securities exchange\non which the Class A Common Stock may become listed.

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Reasons for the Redomiciliation Transaction

Simplifying our Corporate Structure and Streamlining Reporting Requirements. We believe\nthe Redomiciliation Transaction will result in a simplified corporate structure and more streamlined reporting requirements, which will\nimprove our operational and financial flexibility. In particular, the domestication will (i) facilitate efforts by us to assess, implement,\nand remain compliant with multiple regulatory and reporting requirements for Sono Delaware on a consolidated basis, (ii) reduce duplicative\nlegal, accounting and compliance efforts related to maintaining a non-U.S. parent company, and (iii) provide opportunities for Sono Delaware\nto improve operational efficiencies and financial flexibility in the corporate treasury, cash management, risk management, and tax functions.

Streamlining our Management, Compliance and Governance Functions. We believe the Redomiciliation\nTransaction will result in more streamlined management, compliance and governance functions, by aligning our corporate domicile with the\nlocations of the members of the Management Board and the Supervisory Board and the majority of our executive leadership team, who are\nbased in the United States, which will (i) more closely align our legal structure with our operational and governance footprint, (ii)\nreduce the complexity and cost of cross-border regulatory compliance, (iii) facilitate board meetings and create opportunities for increased\nshareholder engagement, and (iv) improve the efficiency of day-to-day corporate governance functions.

Benefiting from Prominence, Predictability, and Flexibility of Delaware Law. We believe\nthe Redomiciliation Transaction will enable us to benefit from well-established principles of corporate governance under Delaware law,\nwhich are more closely aligned with the Nasdaq-CM listing standards and the SEC governance requirements. For many years, Delaware has\nfollowed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing,\nand implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its\nlaws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to\nthe State of Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature\nand courts in the State of Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business\nneeds. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used\nand interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such\nas ours.

Benefiting from Well-Established Principles of Corporate Governance. There is substantial\njudicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to\nthe conduct of a corporation’s board of directors, such as under the business judgment rule and other standards. Because the judicial\nsystem is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate\nlaw. Such clarity would be advantageous to Sono Delaware, the Sono Delaware Board and Sono Delaware’s management to make corporate\ndecisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further,\ninvestors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations,\nincreasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable\nexpertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing\npublic policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors\nprovides appropriate protection for Sono Delaware’s shareholders from possible abuses by directors and officers.

Benefiting from Greater Certainty of U.S. Tax Treatment. Following the Redomiciliation Transaction,\nwe expect that Sono Delaware will benefit from greater certainty with respect to tax compliance matters, as we will no longer be a foreign\ncompany taking positions pursuant to U.S. tax law.

Better Positioning to Respond to Global Tax Developments. Following the Redomiciliation\nTransaction, we believe that we will have better positioning to respond to global tax developments. Recent global tax developments have\ngiven rise to increased focus on companies’ global tax footprints. These developments suggests a range of new approaches that national\ngovernments might adopt when taxing the activities of multinational enterprises.

As a result of the foregoing advantages of domestication in the State of Delaware, the Management\nBoard and the Supervisory Board believe that the Redomiciliation Transaction will generally improve Sono Delaware’s operational\nand financial flexibility and provide for a more efficient corporate structure to achieve strategic and financial goals, including under\nthe Sports One transaction. Further, the Supervisory Board believes that any direct benefit that the domestication in the State of Delaware\nprovides to Sono Delaware also indirectly benefits the shareholders, who are the owners of Sono Delaware.

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Nevertheless, we cannot assure you that the anticipated benefits of the\nRedomiciliation Transaction will be realized. Although we expect the Redomiciliation Transaction to provide us with the benefits described\nabove, the Redomiciliation Transaction will expose Sono Delaware and its shareholders to some risks. The Management Board and the Supervisory\nBoard considered a variety of negative factors, including the possibility of uncertainty created by the Redomiciliation Transaction and\nthe change in our legal domicile, the fact that we expect to incur costs to complete the Redomiciliation Transaction, the fact that Delaware\ncorporate law imposes different and additional obligations on us, and other risks discussed under “Risk Factors.”

Steps to the Redomiciliation Transaction

The Redomiciliation Transaction will, if completed, be consummated by means\nof a series of steps, substantially as follows:

following completion of the Merger in accordance with applicable laws, Sono N.V. will be de-registered\nas a public limited liability company duly incorporated and validly existing under the laws of the Netherlands;

The Merger Agreement

Pursuant to the terms of the Merger Agreement and subject to the conditions\nset forth therein, including the receipt of the requisite approval by both the shareholders of Sono N.V., and Sono N.V., as the sole\nshareholder of Sono Luxembourg, and the lapse of certain mandatory waiting periods and fulfillment of statutory formalities under Dutch\nand Luxembourg laws, Sono N.V. and Sono Luxembourg will complete the cross-border Merger whereby all of the assets and liabilities of\nSono N.V. will be transferred under universal title (onder algemene titel) to Sono Luxembourg and Sono N.V. will be dissolved\nwithout liquidation in accordance with the provisions of article 1025-17 of the Luxembourg Company Law and articles 2:312, 2:326 and\n2:333d of the Netherlands Company Law, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg\nby exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall cease to exist. The activities\nof Sono N.V. will be continued by Sono Luxembourg after the Merger.

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Additional consequences of the Merger under the terms of the Merger Agreement\nare summarized below:

In accordance with the provisions of article 1025-17 (1) of the Luxembourg Company Law with respect to\nthe enforceability vis-à-vis third parties, Sono Luxembourg will become the owner of the assets contributed by Sono N.V. as they\nexist as of the Merger Effective Time, with no right of recourse whatsoever against Sono N.V.

From the Merger Effective Time, Sono Luxembourg will pay all taxes, contributions, duties, levies and\ninsurance premiums which will or may become due with respect to the ownership of the assets which have been contributed by Sono N.V. in\nthe Merger.

As of the Merger Effective Time, Sono Luxembourg will perform all agreements and obligations whatsoever\nof Sono N.V.

Sono Luxembourg will incur all debts and liabilities of any kind of Sono N.V. In particular, it will pay\ninterest and principal on all debts and liabilities of any kind incurred by Sono N.V.

Subject to the provisions of article 1025-17 (3) of the Luxembourg Company Law, the rights and claims\ncomprised in the assets of Sono N.V. will be transferred under universal title to Sono Luxembourg with all the securities attached thereto.\nSono Luxembourg will thus be subrogated, without novation, in all rights, of Sono N.V. with respect to all assets and against all debtors\nwithout any exception.

The Merger will have no consequences for any employees of Sono N.V., who will become employees of Sono\nLuxembourg as a result of the Merger. As of this date of this proxy statement/prospectus, Sono N.V. has one employee and Sono Luxembourg\ndoes not have any employees.

Subject to the effectiveness of the Merger and as soon as practicable\nthereafter, which is expected to be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the terms\nof the Plan of Domestication, subject to the conditions set forth therein.

Reports of Dutch Independent Auditor

Visser, an independent auditor based in the Netherlands, has issued, as\nrequired by Dutch law, the reports set forth on Annex E consisting of (i) a report for the information and assistance of the\nmanagement of Sono N.V. and Sono Luxembourg, in connection with their respective consideration of the proposed Merger, and (ii) an assurance\nreport to the management of Sono N.V. and Sono Luxembourg based upon its examination of the explanatory notes to the Merger Agreement.\nThe reports of Visser, which are summarized below, were issued solely in connection with the proposed Merger for our compliance with Article 2:328(1)\nand Article 2:333g(2) of the Dutch Civil Code (with respect to the report referenced in clause (i) of the preceding sentence), and\nwith Article 2:328(2) and Article 2:333g(3) of the Dutch Civil Code (with respect to the report referenced in clause (ii) of\nthe preceding sentence), and, therefore, the reports of Visser are not intended for, and cannot be used for, other purposes. Visser’s\nreports, and its opinions contained therein, are not a recommendation as to how any shareholder should vote with respect to any of the\nproposals to be presented at the Special Meeting.

Opinions of Visser

In connection with its reports, Visser audited the reasonableness of the proposed share exchange\nratios for each class of Sono N.V. shares (as further described below under “—Exchange of Sono N.V. Shares; Conversion\ninto Delaware Stock” in this proxy statement/prospectus), and the reasonableness of the proposed Cash Compensation (as defined\nbelow under “—Statutory Appraisal Rights under Netherlands Company Law”) in connection with the proposed Merger\nbetween Sono N.V. and Sono Luxembourg, and examined the statements with respect to the share exchange ratios and the Cash Compensation\nincluded in the explanatory notes to the Merger Agreement.

In Visser’s opinion, applying valuation methods generally accepted\nin the Netherlands:

having considered the explanatory notes to the Merger Agreement and the other documents attached to the\nMerger Agreement, the proposed share exchange ratios under the Merger Agreement, in all material respects pursuant to Article 2:328(1)\nof the Dutch Civil Code, are reasonable;

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having considered the explanatory notes to the Merger Agreement and the other documents attached to the\nMerger Agreement, the proposed Cash Compensation under the Merger Agreement, in all material respects pursuant to Article 2:333g, is not\nreasonable due to the significance, under Dutch legal requirements applicable to the proposed Merger, of the matter described below under\n“—Basis for Visser’s opinion as to the proposed Cash Compensation”; and

the statements with respect to the share exchange ratios and the Cash Compensation, included in the explanatory\nnotes to the Merger Agreement, in all material respects, meet the requirements of Article 2:327 and Article 2:333f(2) of the Dutch Civil\nCode.

Basis for Visser’s Opinions

Basis for Visser’s opinion as to the proposed share exchange ratios

Visser conducted its audit in accordance with Dutch law, including the\nDutch Standards on Auditing and Article 2:328(1) and Article 2:333g(2) of the Dutch Civil Code. Visser’s responsibilities under\nthose standards are further described below under “—Visser’s responsibilities for the audit of the reasonableness\nof the proposed share exchange ratios and the proposed Cash Compensation.”

Determining the proposed share exchange ratios on the basis of methods\ngenerally accepted in the Netherlands, is a subjective matter by nature. Therefore, Visser’s opinion contained in its report on\nthe reasonableness of the proposed share exchange ratios does not rule out that, on the basis of other methods generally accepted in the\nNetherlands, other share exchange ratios (other than the proposed share exchange ratios) might also be reasonable.

Visser believes that the audit evidence it obtained is sufficient and appropriate\nto provide a basis for its opinion.

Basis for Visser’s opinion as to the proposed Cash Compensation

Sono N.V. is in need of imminent and continuing financing and there is\nuncertainty as to our ability to continue as a going concern, as described in our 2025 Annual Report and our Second Quarter 2026 Quarterly\nReport. As a result, management believes that Sono N.V. does not have the financial means to offer Cash Compensation other than the nominal\nvalue for the Sono N.V. Exit Shares (as defined below under “—Statutory Appraisal Rights under Netherlands Company Law”)\nthat are Sono N.V. Ordinary Shares.

With respect to the Sono N.V. Exit Shares that are Sono N.V. Ordinary Shares,\nthe report of Visser states that the proposed Cash Compensation of €0.01 per Sono N.V. Exit Share (being the nominal value as of\nthe date of this proxy statement/prospectus) is significantly lower than a withdrawal compensation based on the market value of the shares\nor a generally accepted valuation method in the Netherlands and, therefore, the proposed Cash Compensation is not reasonable when assessed\nagainst the criteria of Article 2:333g(2) of the Dutch Civil Code. In addition, Withdrawing Shareholders (as defined below under “—Statutory\nAppraisal Rights under Netherlands Company Law”) may not be able to sell their shares at a reasonable market price when assessed\nagainst the criteria of Article 2:333g(2) of the Dutch Civil Code, considering the limited liquidity of the shares.

Visser believes that the audit evidence it obtained is sufficient and appropriate\nto provide a basis for its opinion.

Basis for Visser’s opinion as to the statements with respect to\nthe proposed share exchange ratios and Cash Compensation

Visser performed its examination in accordance with Dutch law, including\nthe Dutch standard 3000A, Assurance engagements other than audits or reviews of historical financial information (attestation engagements)\n(Assurance-opdrachten anders dan het controleren of beoordelen van historische financiële informatie (attest-opdrachten)),\nand Article 2:328(2) and Article 2:333g(3) of the Dutch Civil Code. Such examination is aimed at obtaining reasonable assurance. Visser’s\nresponsibilities in this regard are further described below under “—Visser’s responsibilities for the examination\nof the statements.”

Visser believes that the assurance evidence it obtained is sufficient and\nappropriate to provide a basis for its opinion.

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Responsibilities of Management and Visser

Responsibilities of management of Sono N.V. and Sono Luxembourg for\nthe proposed share exchange ratios and the proposed Cash Compensation

Management of Sono N.V. and Sono Luxembourg are responsible for the determination\nof the proposed share exchange ratios and the proposed Cash Compensation applying (a) method(s) generally accepted in the Netherlands,\nas described in the Merger Agreement and for compliance with the requirements of Sections 1, 2, 3 and 3A of Title 7 of the Netherlands\nCompany Law. Furthermore, management of each of the aforementioned companies is responsible for such internal control as management determines\nis necessary to enable the determination of the proposed share exchange ratios and the proposed Cash Compensation that is free from material\nmisstatement, whether due to fraud or error.

Visser’s responsibilities for the audit of the reasonableness\nof the proposed share exchange ratios and the proposed Cash Compensation

Visser’s responsibility is to plan and perform the audit engagement\nin a manner that allows Visser to obtain sufficient appropriate audit evidence for its opinions contained in its report. Visser’s\naudit was performed with a high, but not absolute, level of assurance, which means Visser may not detect all material misstatements, whether\ndue to fraud or error, during its audit. Misstatements can arise from fraud or error and are considered material if, individually or in\nthe aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the proposed share\nexchange ratios and the proposed Cash Compensation. The materiality affects the nature, timing and extent of Visser’s audit procedures\nand the evaluation of the effect of identified misstatements on Visser’s opinion.

Visser exercised professional judgement and maintained professional skepticism\nthroughout the audit, in accordance with Dutch Standards on Auditing, Article 2:328(1) and Article 2:333g(2) of the Dutch Civil Code,\nethical requirements and independence requirements. Visser’s audit included:

identifying and assessing the risks of material misstatement of the reasonableness of the proposed share\nexchange ratios and the Cash Compensation, whether due to fraud or error, designing and performing audit procedures responsive to those\nrisks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for Visser’s opinion. The risk of not\ndetecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,\nintentional omissions, misrepresentations, or the override of internal control;

obtaining an understanding of internal control relevant to the audit in order to design audit procedures\nthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Sono N.V.’s\nor Sono Luxembourg’s internal control; and

evaluating the appropriateness of the method(s) used and the reasonableness of accounting estimates and\nrelated disclosures made by managements.

As part of its audit, Visser communicated with those charged with governance\nregarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings\nin internal control that Visser identified during its audit.

Responsibilities of management of Sono N.V. and Sono Luxembourg for\nthe statements with respect to the proposed share exchange ratios and Cash Compensation

Management of Sono N.V. and Sono Luxembourg are responsible for the preparation\nof the statements in accordance with Article 2:327 and Article 2:333f(2) of the Dutch Civil Code. Furthermore, management of each of Sono\nN.V. and Sono Luxembourg is responsible for such internal control as management determines is necessary to enable the preparation of the\nstatements that are free from material misstatement, whether due to fraud or error.

Visser’s responsibilities for the examination of the statements\nwith respect to the proposed share exchange ratios and Cash Compensation

Visser’s responsibility is to plan and perform the examination in\na manner that allows Visser to obtain sufficient appropriate assurance evidence for its opinion. Visser’s examination was performed\nwith a high, but not absolute, level of assurance, which means Visser may not detect all material misstatements, whether due to fraud\nor error, during its examination. Visser applies the NVKM, regulations for quality management systems (Nadere voorschriften kwaliteitsmanagement)\nand accordingly maintains a comprehensive system of quality management including documented policies and procedures regarding compliance\nwith ethical requirements, professional standards and applicable legal and regulatory requirements.

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Visser’s examination included:

identifying and assessing the risks of material misstatement of the statements, whether due to fraud or\nerror, designing and performing assurance procedures responsive to those risks, and obtaining assurance evidence that is sufficient and\nappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than\nfor one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal\ncontrol; and

obtaining an understanding of internal control relevant to the examination in order to design assurance\nprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Sono N.V.’s\nor Sono Luxembourg’s internal control.

Dutch Independent Auditor Selection Process

Sono N.V. conducted a search process in order to identify independent auditors\nwith the relevant expertise to issue the required reports. Visser was identified during this search process and engaged by Sono N.V. in\nJanuary 2026.

Visser is independent of Sono N.V. and Sono Luxembourg in accordance\nwith the ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence (Verordening inzake de onafhankelijkheid\nvan accountants bij assurance-opdrachten) and other relevant independence regulations in the Netherlands. Furthermore, Visser has\ncomplied with the VGBA, Dutch Code of Ethics for Professional Accountants (Verordening gedrags- en beroepsregels accountants).

Fees Paid to Visser

Visser was engaged on a fixed fee basis. Sono N.V. agreed to pay\nVisser a fee of €14,421.30 for its services in connection with the rendering of its reports, which amount has been paid in\nfull, and such compensation was not contingent upon the completion of the Redomiciliation Transaction or any opinions\nreached in the reports. Visser has not provided any additional services associated with the transactions contemplated by the Merger\nAgreement, nor has Visser provided any other services to Sono N.V. or Sono Luxembourg.

The Plan of Domestication

If the Redomiciliation Proposal and the Merger Proposal are each approved\nat the Special Meeting, Sono Luxembourg intends to adopt the Plan of Domestication in accordance with Section 388(l) of the DGCL as soon\nas practicable thereafter (subject to certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg\nlaws), which is expected to be six hours and two minutes after the Merger Effective Time. If the Plan of Domestication is adopted and\neffected by Sono Luxembourg, the Redomiciliation Transaction will be completed as follows:

De-Registration with Luxembourg. Upon (i) approval by Sono N.V., as the sole shareholder of Sono Luxembourg, of (a) the transfer\nof Sono Luxembourg’s registered office and place of central administration from the Grand Duchy of Luxembourg to the State of Delaware\nand (b) the Proposed Organizational Documents and (ii) the effectiveness of a certificate of corporate domestication to be filed by Sono\nLuxembourg with the Secretary of State of the State of Delaware in substantially the form attached as an exhibit to the Plan of Domestication,\nSono Luxembourg shall be de-registered in the Grand Duchy of Luxembourg and shall thereafter be a Delaware corporation under the name\n“Sono Group, Inc.” and governed by the DGCL without any discontinuation of its legal existence, without liquidation or dissolution,\nand without creating a new legal entity.

Conversion of Securities. As a result of and at the Redomiciliation Effective Time, and without\nany further action on the part of Sono Luxembourg or its shareholders, on the one hand, or Sono Delaware or any of its stockholders or\nother equityholders, on the other hand, pursuant to the Redomiciliation Transaction:

each of the then-issued and outstanding LuxCo Class A Ordinary Shares shall convert automatically by operation\nof law into one validly issued and outstanding, fully paid and non-assessable share of the Class A Common Stock of Sono Delaware, having\nthe rights, powers and preferences, and the obligations, set forth in the Proposed Charter;

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each set of 25 then-issued and outstanding LuxCo Class B Ordinary Shares shall convert automatically by\noperation of law into one validly issued and outstanding, fully paid and non-assessable share of the Class B Common Stock of Sono Delaware,\nhaving the rights, powers and preferences, and the obligations, set forth in the Proposed Charter;

each set of 30,000 then-issued and outstanding LuxCo Preferred Shares shall convert automatically by operation\nof law into one validly issued and outstanding, fully paid and non-assessable share of the Series A Preferred Stock of Sono Delaware,\nhaving the rights, powers and preferences, and the obligations, set forth in the Proposed Charter; and

Sono Delaware will automatically assume each of the Equity Compensation Plans by operation of law and\neach restricted stock unit, non-qualified stock option and other share-based incentive award of Sono Luxembourg outstanding thereunder\nshall be automatically converted into an equivalent incentive award of Sono Delaware, which incentive awards will be subject to the same\nterms and conditions as the converted Sono Luxembourg incentive award (including performance-based vesting conditions), except that the\nsecurity issuable upon exercise or settlement of Sono Delaware incentive award will be shares of the Class A Common Stock of Sono\nDelaware rather than LuxCo Class A Ordinary Shares. Sono Delaware does not plan to grant additional equity under the Long-Term Incentive\nPlan or the Conversion Stock Option Program.

Book entry records that, immediately prior to the Redomiciliation\nEffective Time, represent shares of stock of Sono Luxembourg converted at the Redomiciliation Effective Time in accordance with the Plan\nof Domestication shall, upon the Redomiciliation Effective Time, automatically represent the corresponding number of shares of the applicable\nclass and series of capital stock of Sono Delaware into which such shares of Sono Luxembourg so converted at the Redomiciliation Effective\nTime.

Governing Documents. (a) At the Redomiciliation Effective Time, the Luxembourg Organizational Documents\nshall be terminated and be of no further force or effect, and (b) from and after the Redomiciliation Effective Time, the Proposed Charter\nand the Proposed Bylaws shall govern the affairs of Sono Delaware and the conduct of its business, until thereafter amended in accordance\nwith the DGCL and their respective terms.

Classified Board of Directors. The total number of directors constituting the entire Sono Delaware\nBoard will be fixed at a number equal to the number of directors serving on the LuxCo Board immediately prior to the Redomiciliation Effective\nTime, until such time as the total number of directors constituting the entire Sono Delaware Board is thereafter changed in accordance\nwith the DGCL and the Proposed Organizational Documents, as they may be amended from time to time. Each Luxembourg Director shall be deemed\nappointed and serve as a director of Sono Delaware on the Sono Delaware Board from and after the Redomiciliation Effective Time, and shall\nserve until such time as their respective successors have been duly elected and qualified, or until such director’s earlier removal,\nresignation, death or disability, in each case, in accordance with the DGCL and the Proposed Organizational Documents. The Sono Delaware\nBoard will, pursuant to its authority granted under the Proposed Charter, assign the members of the Sono Delaware Board already in office\nto Class I, Class II, or Class III, as set forth below, effective as of the Redomiciliation Effective Time:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Class I:	·	Christopher Schreiber

Class II:	·	Owen May

Class III:	·	David Dodge
	·	Kevin McGurn

Committee Charters; Governance Policies. With respect to each Existing Board Committee, the Sono\nDelaware Board will appoint a Delaware Board Committee pursuant to the Plan of Domestication: (i) having the same name as such Existing\nBoard Committee, (ii) possessing and delegated with, to the fullest extent permitted by applicable law and the Proposed Organizational\nDocuments, the same powers, authority and duties as the powers, authority and duties of such Existing Board Committee immediately prior\nto the Merger Effective Time, (iii) having the committee charter attached as an exhibit to the Plan of Domestication, (iv) consisting\nof the number of directors equal to the number of Supervisory Board members serving on such Existing Board Committee immediately prior\nto the Merger Effective Time, and (v) with each of the Supervisory Board members serving on such Existing Board Committee immediately\nprior to the Merger Effective Time appointed to and serving as a member of such Delaware Board Committee, in each case until the existence\nof such Delaware Board Committee or the name, composition, charter, powers, authority or duties thereof is thereafter modified or revoked\nin accordance with the DGCL and the Proposed Organizational Documents, as they may be amended from time to time.

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Indemnification of Directors and Officers. Each director and executive officer of Sono Luxembourg\nfrom and after the Redomiciliation Effective Time shall enter into an indemnification agreement with Sono Delaware, which indemnification\nagreement shall be substantially in the form attached as an exhibit to the Plan of Domestication, with such immaterial modifications as\nmay be approved by any officer of Sono Delaware.

Effects of Domestication. Immediately upon the Redomiciliation Effective Time, the Redomiciliation\nTransaction shall have the effects set forth in Section 388 of the DGCL, including, without limitation, all of the rights, privileges\nand powers of Sono Luxembourg, and all property, real, personal and mixed, and all debts due to Sono Luxembourg, as well as all other\nthings and causes of action belonging to Sono Luxembourg, shall remain vested in Sono Delaware and shall be the property of Sono Delaware\nand the title to any real property vested by deed or otherwise in Sono Luxembourg shall not revert or be in any way impaired by reason\nof the DGCL. Following the Redomiciliation Transaction, all rights of creditors and all liens upon any property of Sono Luxembourg shall\nbe preserved unimpaired, and all debts, liabilities and duties of Sono Luxembourg shall remain attached to Sono Delaware and may be enforced\nagainst Sono Delaware to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by Sono Delaware.\nThe rights, privileges, powers and interests in property of Sono Luxembourg, as well as the debts, liabilities and duties of Sono Luxembourg,\nshall not be deemed, as a consequence of the Redomiciliation Transaction, to have been transferred to Sono Delaware for any purpose of\nthe laws of the State of Delaware, including the DGCL. Following the Redomiciliation Transaction, all references in instruments, contracts\nand agreements of Sono Delaware (i) to “ordinary shares” (or any class or series thereof) of Sono Luxembourg or Sono N.V.\nshall be deemed a reference to Sono Delaware’s “common stock” (or the applicable class or series thereof), (ii) to “preferred\nshares” of Sono Luxembourg or Sono N.V. shall be deemed a reference to Sono Delaware’s “preferred stock” (or the\napplicable class or series thereof), and (iii) to Sono Luxembourg or Sono N.V. shall be deemed a reference to Sono Delaware.

Conditions to the Redomiciliation Transaction

the Merger has become effective;

the Plan of Domestication has been executed;

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the SEC has declared effective the Registration Statement of which this proxy statement/prospectus forms\na part, and no stop order with respect thereto is in effect;

the Nasdaq-CM has approved the Class A Common Stock for continued listing; and

Sono N.V. is not subject to any decree, order, or injunction that prohibits the consummation of the Redomiciliation\nTransaction.

Delay; Termination

The Management Board, with approval of the Supervisory Board, has reserved\nthe right to delay or abandon the Redomiciliation Transaction at any time prior to implementing the Merger if it determines for any reason\nthat the consummation of such transaction would be inadvisable or not in the interests of our shareholders.

Exchange of Sono N.V. Shares; Conversion into Delaware Stock

If the Redomiciliation Proposal and the Merger Proposal are adopted by the requisite vote of\nthe shareholders of Sono N.V. at the Special Meeting and by Sono N.V., as the sole shareholder of Sono Luxembourg, and the Redomiciliation\nTransaction is completed, then, subject to the terms of the Merger Agreement, at the Merger Effective Time, (i) each issued and outstanding\nSono N.V. Ordinary Share (excluding each Sono N.V. Ordinary Share held in the treasury of Sono N.V. which will be cancelled without any\nexchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for\none LuxCo Class A Ordinary Share; (ii) each issued and outstanding Sono N.V. High Voting Share (excluding each share of Sono N.V. High\nVoting Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. High Voting Shares held\nin the treasury and dissenting shares) will be automatically cancelled and exchanged for 25 LuxCo Class B Ordinary Shares; and (iii) each\nissued and outstanding Sono N.V. Preferred Share (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V.\nwhich will be cancelled without any exchange of such Sono N.V. Preferred Shares held in the treasury and dissenting shares) will be automatically\ncancelled and exchanged for 30,000 LuxCo Preferred Shares. Subject to the completion of the Merger, and as soon as practicable thereafter,\nwhich is expected to be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the Plan of Domestication\nat the Redomiciliation Effective Time, at which time (a) each issued and outstanding LuxCo Class A Ordinary Share will be automatically\nconverted into one share of Class A Common Stock; (b) each set of 25 issued and outstanding LuxCo Class B Ordinary Shares will be automatically\nconverted into one share of Class B Common Stock; and (c) each set of 30,000 issued and outstanding LuxCo Preferred Shares will be automatically\nconverted into one share of Series A Preferred Stock.

You will not be required to take any action to exchange your shares as\na result of the Redomiciliation Transaction. Book entry records representing Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and\nSono N.V. Preferred Shares will, at the Redomiciliation Effective Time, automatically represent the same number of shares of Class A Common\nStock, Class B Common Stock or Series A Preferred Stock, as applicable, and record thereof will be made in the share register of Sono\nDelaware. If you are a Beneficial Holder of Sono N.V. Ordinary Shares held in “street name” through a broker, bank or other\nnominee, your ownership of shares of Class A Common Stock will be recorded in book-entry form by your nominee (for shares held in\n“street name”), and if you are a record holder of issued and outstanding Sono N.V. Ordinary Shares, Sono N.V. High Voting\nShares and/or Sono N.V. Preferred Shares held in book-entry form, your ownership of shares of Class A Common Stock, Class B Common\nStock and Series A Preferred Stock, as applicable, will be recorded in book-entry form by the Transfer Agent or Sono N.V. (for shares\nheld by record owners in book-entry form), in each case, without the need for any additional action on your part.

Following the completion of the Redomiciliation Transaction, holders of\nrecord will each be issued a book-entry statement of their holdings in Sono Delaware in the normal course.

Treatment of Securities Authorized for Issuance Under Equity Compensation\nPlans

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Accordingly, each restricted stock unit, non-qualified stock option and\nother share-based incentive award of Sono Luxembourg outstanding under the Equity Compensation Plans shall be automatically converted\ninto an equivalent incentive award of Sono Delaware, which incentive awards will be subject to the same terms and conditions as the converted\nSono Luxembourg incentive award (including performance-based vesting conditions), except that the security issuable upon exercise or settlement\nof Sono Delaware incentive award will be the Class A Common Stock of Sono Delaware (or its cash equivalent) rather than LuxCo Class\nA Ordinary Shares (or their cash equivalent). Sono Delaware does not plan to grant additional equity under the Long-Term Incentive Plan\nor the Conversion Stock Option Program.

Approval of the Redomiciliation Transaction will constitute approval of\nSono Delaware’s assumption of the Equity Compensation Plans.

Comparison of Rights of Sono N.V. Shareholders with Holders of New Common\nStock and Series A Preferred Stock

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Interests of Certain Persons in the Redomiciliation Transaction

We do not believe that any of our directors or executive officers has an\ninterest in the Redomiciliation Transaction that is different from the interests of our shareholders. No change in control payments or\nadditional compensation will be payable to our directors or executive officers in connection with the Redomiciliation Transaction. Furthermore,\nnone of our current directors or executive officers is a securityholder of Sono N.V.

As of October 5, 2026, SVSE was entitled to vote 230,751 Sono N.V. Ordinary Shares (which are\nentitled to one vote for each Sono N.V. Ordinary Share) and 40,000 Sono N.V. High Voting Shares (which are entitled to 25 votes for each\nSono N.V. High Voting Share), for a total of 1,230,751 votes. Such shares currently represent approximately 23.83% of the combined voting\npower in the share capital of Sono N.V., consisting of approximately 6.20% of the issued and outstanding Sono N.V. Ordinary Shares and\n100% of the issued and outstanding Sono N.V. High Voting Shares. George O’Leary, who previously served as Sono N.V.’s sole\nmanaging director and Chief Executive Officer, is currently the sole member of SVSE and, as a result, has voting control over the shares\nheld of record by SVSE. SVSE has delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that all of\nthe shares held by SVSE will be voted in favor of the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization\nProposal at the Special Meeting.

Redemption Rights

There are no redemption rights under Dutch or Luxembourg law in connection\nwith the Redomiciliation Transaction.

Statutory Appraisal Rights under Netherlands Company Law

If the Special Meeting adopts the Redomiciliation Proposal and the Merger Proposal, any Registered\nShareholder that voted against the Merger Proposal may file a Withdrawal Request in accordance with article 2:333h of the Netherlands\nCompany Law, during the Withdrawal Period commencing upon the conclusion of the Special Meeting and ending at the close of business on\nthe date that is one month after the date of the Special Meeting. A Registered Shareholder who has voted in favor of the Merger Proposal\nat the Special Meeting, abstained from voting, or was not present or represented at the Special Meeting, does not have any rights to file\na Withdrawal Request. A Withdrawing Shareholder (being a Registered Shareholder who has duly elected to exercise and duly submitted a\nWithdrawal Request) may only make a Withdrawal Request in respect of shares of Sono N.V. that the Withdrawing Shareholder: (i) held at\nthe Record Date and in respect of which such Withdrawing Shareholder voted against the Merger Proposal and (ii) still holds at the time\nof the Withdrawal Request (we refer to such shares in this proxy statement/prospectus as Sono N.V. Exit Shares). If Sono N.V. Exit\nShares are held by a Withdrawing Shareholder in an account with an intermediary, the legal title to such shares must be transferred in\naccordance with the Withdrawal Request Form and, following such transfer, such Sono N.V. Exit Shares cannot be traded on a trading\nvenue. Once the Withdrawal Period has ended, a Withdrawal Request will be irrevocable. Following the submission of a Withdrawal Request,\na Withdrawing Shareholder is not permitted to transfer or dispose of its Sono N.V. Exit Shares in any manner, except with the prior written\napproval of Sono N.V.

Reference is made to various financial reporting and announcements of Sono\nN.V. in which it has been disclosed that Sono N.V. is in need of imminent and continuing financing. At the date of this proxy statement/prospectus,\nSono N.V. has little to no cash available to compensate Withdrawing Shareholders.

At the Merger Effective Time, a Withdrawing Shareholder will not receive shares in Sono Luxembourg.\nInstead, a Withdrawing Shareholder will receive the Cash Compensation for the Sono N.V. Exit Shares held by such Withdrawing Shareholder,\nand such Sono N.V. Exit Shares will be cancelled by operation of law as a consequence of the Merger taking effect. Due to reasons including,\nbut not limited to, the imminent and continuing financing needs of Sono N.V. and the existing uncertainty as to the ability of Sono N.V.\nto continue as a going concern, as previously disclosed by Sono N.V., and the absence of cash or other forms of liquidity of Sono N.V.\nwhich makes Sono N.V. (or its legal successor) unable to compensate Withdrawing Shareholders, the Cash Compensation per Sono N.V. Exit\nShare to be received by a Withdrawing Shareholder will be equal to the nominal value of such Sono N.V. Exit Share. After the expiration\nof the Withdrawal Period, the management bodies of Sono N.V. and Sono Luxembourg will jointly determine the number of Withdrawing Shareholders\nand the aggregate number of Sono N.V. Exit Shares on the basis of the Withdrawal Requests received and not revoked during the Withdrawal\nPeriod.

The Cash Compensation to a Withdrawal Shareholder may be subject to Dutch\ndividend withholding tax (for which the current statutory rate is 15%). Any taxes will be borne by the Withdrawing Shareholder and withheld\nby Sono Luxembourg (or, if the Conversion has been implemented, by Sono Delaware) as the entity that will pay the Cash Compensation. Withdrawing\nShareholders should determine for themselves whether they are entitled to any relief and should timely make proper filings in this respect.

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Sono N.V. and Sono Luxembourg each explicitly reserve the right to abandon\nthe Merger if (i) the number of Withdrawing Shareholders is such that Sono Luxembourg may be brought into financial difficulties as a\nresult of payment of the aggregate Cash Compensation to the Withdrawing Shareholders (as determined by Sono N.V. or Sono Luxembourg\nin its discretion) or Sono Luxembourg would no longer comply with Luxembourg law or the Netherlands Company Law, and/or (ii) a Withdrawing\nShareholder makes a request as referred to in article 2:333h paragraph 4 of the Netherlands Company Law. If the Merger is not implemented,\nno Registered Shareholder will have any rights under the Withdrawal Mechanism. The management body of Sono Luxembourg may resolve to waive\nthis condition.

Further instructions and details on the requirements to exercise rights\nunder the Withdrawal Mechanism are included in the Merger Agreement. A Withdrawing Shareholder must make a Withdrawal Request in accordance\nwith article 2:333h paragraph 4 of the Netherlands Company Law. The Withdrawal Mechanism established by Sono N.V. and Sono Luxembourg\nhas been or will be submitted for evaluation purposes to experts appointed by Sono N.V. and Sono Luxembourg, in accordance with the requirements\nof the Netherlands Company Law.

Statutory Appraisal Rights under Luxembourg Law

There are no statutory appraisal rights under Luxembourg law in connection\nwith the Redomiciliation Transaction.

Anticipated Accounting Treatment

Certain Tax Considerations

Regulatory Approvals

In the United States, Sono N.V. and Sono Luxembourg must comply with applicable\nfederal and state securities laws and the rules and regulations of Nasdaq in connection with the issuance of shares of New Common Stock\nand Series A Preferred Stock of Sono Delaware (see “Description of Sono Delaware Securities—Nasdaq-CM Listing”\nfor additional information) and the filing of this proxy statement/prospectus with the SEC. As of the date hereof, the Registration Statement\nof which this proxy statement/prospectus forms a part has not been declared effective by the SEC.

Shareholder Vote

Our Registered Shareholders, consisting of the Sono N.V. Ordinary Shareholders,\nthe Sono N.V. High Voting Shareholders and the Sono N.V. Preferred Shareholders that are holders of record as of the Record Date, are\nentitled to vote on the Redomiciliation Proposal, the Nasdaq Share Authorization Proposal, and the Merger Proposal if presented for a\nvote at the Special Meeting. Pursuant to our Existing Articles, (i) Registered Shareholders of Sono N.V. Ordinary Shares are entitled\nto one vote per Sono N.V. Ordinary Share, (ii) Registered Shareholders of Sono N.V. High Voting Shares are entitled to 25 votes per Sono\nN.V. High Voting Share, and (iii) Registered Shareholders of Sono N.V. Preferred Shares are entitled to 30,000 votes per Sono N.V. Preferred\nShare, on each of the proposals presented at the Special Meeting.

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Vote Required

Pursuant to the Existing Articles and in accordance with Netherlands Company Law, the Redomiciliation\nProposal must be effected by the affirmative vote of at least a simple majority of the votes attached to the Sono N.V. Ordinary Shares,\nthe Sono N.V. High Voting Shares and the Sono N.V. Preferred Shares, issued and outstanding as of the Record Date and entitled to vote\nthereon and actually cast at the Special Meeting, voting together as a single class. As of October 5, 2026, SVSE was entitled to vote\n230,751 Sono N.V. Ordinary Shares (which are entitled to one vote for each Sono N.V. Ordinary Share) and 40,000 Sono N.V. High Voting\nShares (which are entitled to 25 votes for each Sono N.V. High Voting Share), for a total of 1,230,751 votes, with respect to which SVSE\nhas delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that all of the shares held by SVSE will\nbe voted in favor of each proposal presented at the Special Meeting. In addition, as of October 5, 2026, Yorkville was entitled to an\naggregate of 257,769 votes in respect of the 70,000 Sono N.V. Ordinary Shares (which are entitled to one vote for each Sono N.V. Ordinary\nShare) and the 1,298 Sono N.V. Preferred Shares (which are entitled to 30,000 votes for each Sono N.V. Preferred Share, subject to a contractually\nagreed voting blocker equal to 4.99% of the combined voting power in the share capital of Sono N.V. as of October 5, 2026) held by Yorkville.\nFurther, as of October 5, 2026, certain of our shareholders who are members of a group affiliated with Sports One were entitled to vote\nan aggregate of 283,500 Sono N.V. Ordinary Shares, representing approximately 5.49% of the combined voting power in the issued and outstanding\nshare capital of Sono N.V. Accordingly, as of October 5, 2026, SVSE, Yorkville and the shareholders affiliated with Sports One were collectively\nentitled to cast an aggregate of 1,772,020 votes, representing approximately 34.30% of the combined voting power in the share capital\nof Sono N.V. In light of the transactions contemplated by the proposed Sports One combination and the Sports One Call Option Agreement,\nwe expect Yorkville and the shareholders affiliated with Sports One to vote their shares in favor of each of the proposals at the Special\nMeeting, although none of such shareholders has entered into any agreement to do so. Presuming that all of such shares are voted FOR both\nthe Redomiciliation Proposal and the Merger Proposal at the Special Meeting and that all 5,165,700 votes outstanding as of October 5,\n2026 are validly cast at the Special Meeting, the approval of the Redomiciliation Proposal will require the affirmative vote of an additional\n810,831 votes, or approximately 15.70% of the total votes outstanding. However, because approval is measured against votes validly cast,\nfewer additional affirmative votes will be required if fewer than all outstanding votes are cast.

Registered Shareholders are entitled to vote on the Merger Proposal. Abstentions\nand broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Voting Proposal No. 1 includes the proposal to discharge all members of the Management Board\nand the Supervisory Board of Sono N.V., who will be dismissed as of the Merger Effective Time, from liability for their management and\nsupervision of Sono N.V. Such members of the Management Board and the Supervisory Board of Sono N.V. will be appointed on or prior to\nthe Merger Effective Time to serve as members of the LuxCo Board. Upon completion of the Redomiciliation Transaction, the members of the\nLuxCo Board will be appointed to serve as directors of Sono Delaware, in the same capacities and with the same committee appointments\nas such directors hold as of immediately prior to the Merger Effective Time, in accordance with the terms of the Merger Agreement and\nthe Plan of Domestication.

The consummation of the proposed Redomiciliation Transaction is conditioned on the approval\nof the Redomiciliation Proposal and the Merger Proposal by the requisite vote of the shareholders of Sono N.V. at the Special Meeting,\nand by Sono N.V., as the sole shareholder of Sono Luxembourg, subject to the terms of the Merger Agreement and the Plan of Domestication,\nrespectively. Accordingly, if the Redomiciliation Proposal is not approved by the requisite vote of the shareholders of Sono N.V. at the\nSpecial Meeting, the Merger Proposal will not be presented for a vote. If we fail to obtain the requisite shareholder approval of either\nthe Redomiciliation Proposal or the Merger Proposal at the Special Meeting (including any adjournment(s) or postponement(s) thereof),\nwe will not satisfy the conditions to closing of the Merger and the proposed Redomiciliation Transaction will not occur. Neither the Redomiciliation\nProposal nor the Merger Proposal is conditioned on the approval of the Nasdaq Share Authorization Proposal at the Special Meeting.

Board Recommendation

The Management Board and the Supervisory Board unanimously recommend\nthat you vote “FOR” the Redomiciliation Proposal to be presented at the Special Meeting.

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VOTING PROPOSAL NO. 2: THE MERGER PROPOSAL

Overview

The shareholders of Sono N.V. are being asked to consider and vote upon a proposal to approve\nthe implementation of the Merger in accordance with the terms of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus\nas Annex A, pursuant to which, as soon as practicable following the lapse of certain mandatory waiting periods and fulfillment\nof statutory formalities under Dutch and Luxembourg laws, Sono N.V. will consummate the Merger with and into Sono Luxembourg, with Sono\nN.V. being the disappearing entity and Sono Luxembourg being the surviving entity, as a consequence of which Sono Luxembourg will acquire\nthe assets and liabilities of Sono N.V. under universal title, while Sono N.V. will cease to exist, in conformity with the Merger Agreement,\nand Sono Luxembourg will be the SEC registrant following the Merger, with the effect that the shareholders of Sono N.V. will become the\nshareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall\ncease to exist.

See the discussion above under the heading “Voting Proposal No.\n1: The Redomiciliation Proposal,” which is incorporated by reference in this Voting Proposal No. 2, for additional information\nregarding this proposal. In particular, you are encouraged to review carefully the information under the headings “The Merger\nAgreement” and “Statutory Appraisal Rights under Netherlands Company Law.”

Vote Required

Pursuant to the Existing Articles and in accordance with Netherlands\nCompany Law, the Merger Proposal must be effected by the affirmative vote of at least a two-thirds majority of the votes attached to\nthe Sono N.V. Ordinary Shares, the Sono N.V. High Voting Shares and the Sono N.V. Preferred Shares, issued and outstanding as of the\nRecord Date and entitled to vote thereon and actually cast at the Special Meeting, voting together as a single class. As of October 5,\n2026, SVSE was entitled to vote 230,751 Sono N.V. Ordinary Shares (which are entitled to one vote for each Sono N.V. Ordinary Share)\nand 40,000 Sono N.V. High Voting Shares (which are entitled to 25 votes for each Sono N.V. High Voting Share), for a total of 1,230,751\nvotes, with respect to which SVSE has delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that\nall of the shares held by SVSE will be voted in favor of each proposal presented at the Special Meeting. In addition, as of October 5,\n2026, Yorkville was entitled to an aggregate of 257,769 votes in respect of the 70,000 Sono N.V. Ordinary Shares (which are entitled\nto one vote for each Sono N.V. Ordinary Share) and the 1,298 Sono N.V. Preferred Shares (which are entitled to 30,000 votes for each\nSono N.V. Preferred Share, subject to a contractually agreed voting blocker equal to 4.99% of the combined voting power in the share\ncapital of Sono N.V. as of October 5, 2026) held by Yorkville. Further, as of October 5, 2026, certain of our shareholders who are members\nof a group affiliated with Sports One were entitled to vote an aggregate of 283,500 Sono N.V. Ordinary Shares, representing approximately\n5.49% of the combined voting power in the issued and outstanding share capital of Sono N.V. Accordingly, as of October 5, 2026, SVSE,\nYorkville and the shareholders affiliated with Sports One were collectively entitled to cast an aggregate of 1,772,020 votes, representing\napproximately 34.30% of the combined voting power in the share capital of Sono N.V. In light of the transactions contemplated by the\nproposed Sports One combination and the Sports One Call Option Agreement, we expect Yorkville and the shareholders affiliated with Sports\nOne to vote their shares in favor of each of the proposals at the Special Meeting, although none of such shareholders has entered into\nany agreement to do so. Presuming that all of such shares are voted FOR both the Redomiciliation Proposal and the Merger Proposal at\nthe Special Meeting and that all 5,165,700 votes outstanding as of October 5, 2026 are validly cast at the Special Meeting, the approval\nof the Merger Proposal will require the affirmative vote of an additional 1,671,780 votes, or approximately 32.36% of the total votes\noutstanding. However, because approval is measured against votes validly cast, fewer additional affirmative votes will be required if\nfewer than all outstanding votes are cast.

Board Recommendation

The Management Board and the Supervisory Board unanimously recommend\nthat you vote “FOR” the Merger Proposal, if presented at the Special Meeting.

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VOTING PROPOSAL NO. 3: THE NASDAQ SHARE AUTHORIZATION PROPOSAL

Overview

The shareholders of Sono N.V. are being asked to consider and vote upon\na proposal to approve, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance by Sono N.V. (or, following the consummation\nof the Redomiciliation Transaction, Sono Delaware), in one or more transactions other than a public offering (each, a “Covered\nTransaction”), of Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares\nof Class A Common Stock), or securities convertible into or exercisable for Sono N.V. Ordinary Shares (or, following the consummation\nof the Redomiciliation Transaction, shares of Class A Common Stock), including Sono N.V. High Voting Shares or Sono N.V. Preferred Shares\n(or, following the consummation of the Redomiciliation Transaction, shares of Class B Common Stock or Series A Preferred Stock), convertible\nnotes, warrants or other securities, including convertible debt securities, that are convertible into or exercisable for Sono N.V. Ordinary\nShares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock) (collectively, “Covered\nSecurities”). Any Covered Transaction involving an issuance of Covered Securities may constitute a 20% Issuance and may\nbe issued at a price that is less than the Minimum Price, subject to the parameters set forth in this Proposal No. 3.

Background on Nasdaq Listing Rule 5635(d)

The Sono N.V. Ordinary Shares are currently listed on the Nasdaq-CM. As\na result, Sono N.V. is subject to the Nasdaq Listing Rules, including Nasdaq Listing Rule 5635(d), which generally requires listed companies,\nsubject to certain exceptions, to obtain shareholder approval prior to a 20% Issuance at a price that is less than the Minimum Price.

For purposes of determining whether a transaction constitutes a 20% Issuance,\nany Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock)\nthat may become issuable upon the exercise or conversion of any warrants, options, debt instruments, preferred shares or other equity\nsecurities issued or granted in the transaction, together with any voting power represented by securities issued in the transaction, will\nbe included in the calculation.

Purpose, Nasdaq Parameters and Use of Proceeds

The Sports One Transaction

We have also stated a desire to enhance our ability to consider various\nstrategic opportunities that might become available to us. In that regard, and in conjunction with a registered direct offering of Sono\nN.V. Ordinary Shares as further described herein, we have on August 31, 2026 announced that we and Sports One, an entity that has recently\nbeen formed by certain of the purchasers in the registered direct offering to operate a sports intelligence business that provides real-time\nathlete-level data, social media value scoring, and quantified data for what each athlete is worth to sponsors, and which also intends\nto acquire and hold minority interests in professional sports teams with primary focus on the NBA, NFL, MLB and NHL, have entered into\nthe Letter of Intent for a business combination with Sports One. The Sports One sports intelligence business combines AI intellectual\nproperty and proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports\noperating decisions for teams / universities (NIL), betting/prediction companies, and brands, among others. Through the business combination,\nSports One will become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority interests\nin major sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories for\nathlete engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital\nstructure will allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult\nto access and remain highly illiquid. Sports One’s publicly-traded approach will provide investors with daily liquidity, and exposure\nacross a diversified portfolio of the major sports team and league interests.

In addition, in connection with the Letter of Intent for the proposed Sports One combination,\nthe holder of a majority of the issued and outstanding Sono N.V. Preferred Shares as of October 5, 2026, Yorkville, entered into the Sports\nOne Call Option Agreement with an affiliate of Sports One pursuant to which the affiliate has the right to acquire up to approximately\nhalf of the issued and outstanding Sono N.V. Preferred Shares (a total of up to 700 Sono N.V. Preferred Shares) from Yorkville, to the\nextent that the affiliate exercises the option provided for in such Sports One Call Option Agreement prior to the expiration of such option\n15 calendar days after the closing of the proposed combination with Sports One contemplated by the Letter of Intent (which we refer to\nherein as the Sports One Call Option). Pursuant to the Sports One Call Option Agreement, Yorkville has agreed not to dispose of the 700\nSono N.V. Preferred Shares subject to the Sports One Call Option Agreement or to convert them to Sono N.V. Ordinary Shares (or, following\nthe consummation of the Redomiciliation Transaction, shares of Class A Common Stock) prior to the expiration of the Sports One Call Option.\nThere are no other restrictions on any shares held by Yorkville.

In order to fund the implementation of the Sports One transaction, including\nthe acquisition of passive minority interests in franchises directly or through league-approved institutional funds, Sono N.V. (or, following\nthe consummation of the Redomiciliation Transaction, Sono Delaware) may need to raise capital through the sale of Covered Securities.\nThe Sono N.V. Ordinary Shares are currently listed on the Nasdaq-CM. As a result, Sono N.V. is subject to the Nasdaq Listing Rules, including\nNasdaq Listing Rule 5635(d), which generally requires listed companies, subject to certain exceptions, to obtain shareholder approval\nprior to a 20% Issuance at a price that is less than the Minimum Price. Accordingly, we are asking the shareholders of Sono N.V. to approve,\nfor purposes of Nasdaq Listing Rule 5635(d), the issuance by Sono N.V. (or, following the consummation of the Redomiciliation Transaction,\nSono Delaware) of Covered Securities in one or more Covered Transactions, any of which may constitute a 20% Issuance and may be issued\nat a price that is less than the Minimum Price, subject to the following parameters: (i) the applicable Covered Transaction is consummated\nduring the 9-month period following the conclusion of the Special Meeting; (ii) the maximum aggregate purchase price or principal amount,\nas applicable, of Covered Securities that may be issued pursuant to this authorization is $1 billion; and (iii) the price per share, discount\nrate or conversion rate underlying any Covered Security will be no more than 55% below the Minimum Price.

Assuming a quorum is present at the Special Meeting, Nasdaq Listing Rule 5635(e)(4) requires\nshareholder approval pursuant to Nasdaq Listing Rule 5635(d) to be obtained by the affirmative vote of a majority of the total votes cast\non the matter.

Terms of Potential Transactions Other than a Public Offering

If the Nasdaq Share Authorization Proposal is approved, Sono N.V. (or,\nfollowing the consummation of the Redomiciliation Transaction, Sono Delaware) will have the authority to issue Covered Securities in one\nor more Covered Transactions, any of which may constitute a 20% Issuance and may be issued at a price that is less than the Minimum Price,\nsubject to the parameters described above.

The Management Board and the Supervisory Board have not yet determined\nthe specific terms of any such Covered Transaction, including the type and number of any Covered Securities that may be issued, the purchase\nprice or principal amount (as applicable) of any such Covered Securities, or the conversion rate, exercise price or interest rate (if\nany) of such Covered Securities, or the identity of any potential investors, and there can be no assurance that Sono N.V. (or, following\nthe consummation of the Redomiciliation Transaction, Sono Delaware) will consummate any such Covered Transaction.

Any Covered Transaction would be conducted in compliance with applicable\nsecurities laws, including Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D thereunder. The specific\nterms of any Covered Transaction will be determined by the Management Board, with the approval of the Supervisory Board, at the time of\nsuch transaction based on then-prevailing market conditions and the capital needs of Sono N.V. (or, following the consummation of the\nRedomiciliation Transaction, Sono Delaware).

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Dilution and Other Risks

Any issuance of Covered Securities pursuant to this authorization would\ndilute, and thereby reduce, each existing shareholder’s economic and voting interest in Sono N.V. (or, following the consummation\nof the Redomiciliation Transaction, Sono Delaware). In addition, existing shareholders may experience immediate economic dilution in\nthe per-share value of their holdings upon any issuance at an effective price that is less than the Minimum Price. Such issuances may\nalso adversely affect the market price of the Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction,\nthe shares of Class A Common Stock) and create downward pressure if securities are issued at a discount. Convertible or derivative\nsecurities may introduce volatility and could result in substantial additional dilution if the price of the Sono N.V. Ordinary Shares\n(or, following the consummation of the Redomiciliation Transaction, the Class A Common Stock) declines. In addition, implementation\nof the Sports One transaction will involve risks relating to league and existing-owner approvals, applicable league institutional-ownership\ncaps and governance safeguards, limited liquidity and exit constraints for minority sports ownership interests, and sensitivity of franchise\nvaluations to media rights cycles, sponsorship growth, regulatory developments and consumer engagement trends.

Effect of Shareholder Approval

The Nasdaq Share Authorization Proposal, if approved by the shareholders of Sono N.V. at the\nSpecial Meeting, will provide us with flexibility to raise capital to fund the implementation of the Sports One transaction, provided\nthat such issuances fall within the parameters described herein. We are seeking shareholder approval so that Sono N.V. (or, following\nthe consummation of the Redomiciliation Transaction, Sono Delaware) will have the flexibility to conduct such transactions, in each case\nsubject to the parameters set forth herein, if and when the Management Board, with the approval of the Supervisory Board, determines it\nis appropriate to do so, without the delay and expense of seeking further shareholder approval at that time. This authorization does not\nextend to transactions that would result in a change of control under Nasdaq rules or to acquisitions or mergers involving the issuance\nof our securities. If a future transaction were to involve a change of control under Nasdaq rules, involve an acquisition or merger requiring\nseparate shareholder approval, fall outside the scope of this authorization, or otherwise require shareholder approval under Nasdaq Listing\nRule 5635, we would seek additional shareholder approval to the extent required under Nasdaq Listing Rules. Approval of this proposal\ndoes not constitute approval of any such change-of-control, acquisition or merger transaction.

Any issuance of Covered Securities pursuant to this authorization will\nbe subject to compliance with applicable Nasdaq Listing Rules, including any required notification to, or approval by, Nasdaq in connection\nwith such issuance.

If the Nasdaq Share Authorization Proposal is not approved at the Special\nMeeting, Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware) may not issue securities in a transaction\nthat constitutes a 20% Issuance at a price less than the Minimum Price until shareholder approval of such issuance is obtained under Nasdaq\nListing Rule 5635(d). As a result, we may be unable to raise sufficient capital to fund our new business strategy on a timely basis, or\nmay need to pursue alternative financing arrangements that could be less favorable to Sono N.V. (or, following the consummation of\nthe Redomiciliation Transaction, Sono Delaware), our business, our shareholders and other stakeholders.

VOTE REQUIRED

Pursuant to the Existing Articles and in accordance with Netherlands Company\nLaw and applicable Nasdaq Listing Rules, the Nasdaq Share Authorization Proposal must be effected by the affirmative vote of at least\na simple majority of the votes attached to the Sono N.V. Ordinary Shares, the Sono N.V. High Voting Shares and the Sono N.V. Preferred\nShares, issued and outstanding as of the Record Date and entitled to vote thereon and actually cast at the Special Meeting, voting together\nas a single class. As of October 5, 2026, SVSE was entitled to vote 230,751 Sono N.V. Ordinary Shares (which are entitled to one vote\nfor each Sono N.V. Ordinary Share) and 40,000 Sono N.V. High Voting Shares (which are entitled to 25 votes for each Sono N.V. High Voting\nShare), for a total of 1,230,751 votes, with respect to which SVSE has delivered an irrevocable proxy to the Management Board and the\nSupervisory Board directing that all of the shares held by SVSE will be voted in favor of each proposal presented at the Special Meeting.\nIn addition, as of October 5, 2026, Yorkville was entitled to an aggregate of 257,769 votes in respect of the 70,000 Sono N.V. Ordinary\nShares (which are entitled to one vote for each Sono N.V. Ordinary Share) and the 1,298 Sono N.V. Preferred Shares (which are entitled\nto 30,000 votes for each Sono N.V. Preferred Share, subject to a contractually agreed voting blocker equal to 4.99% of the combined voting\npower in the share capital of Sono N.V. as of October 5, 2026) held by Yorkville. Further, as of October 5, 2026, certain of our shareholders\nwho are members of a group affiliated with Sports One were entitled to vote an aggregate of 283,500 Sono N.V. Ordinary Shares, representing\napproximately 5.49% of the combined voting power in the issued and outstanding share capital of Sono N.V. Accordingly, as of October\n5, 2026, SVSE, Yorkville and the shareholders affiliated with Sports One were collectively entitled to cast an aggregate of 1,772,020\nvotes, representing approximately 34.30% of the combined voting power in the share capital of Sono N.V. In light of the transactions\ncontemplated by the proposed Sports One combination and the Sports One Call Option Agreement, we expect Yorkville and the shareholders\naffiliated with Sports One to vote their shares in favor of each of the proposals at the Special Meeting, although none of such shareholders\nhas entered into any agreement to do so. Presuming that all of such shares are voted FOR the Nasdaq Share Authorization Proposal at the\nSpecial Meeting and that all 5,165,700 votes outstanding as of October 5, 2026 are validly cast at the Special Meeting, the approval\nof the Nasdaq Share Authorization Proposal will require the affirmative vote of an additional 810,831 votes, or approximately 15.70%\nof the total votes outstanding. However, because approval is measured against votes validly cast, fewer additional affirmative votes\nwill be required if fewer than all outstanding votes are cast.

Registered Shareholders are entitled to vote on the Nasdaq Share Authorization\nProposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of\nthe vote on this proposal.

The Nasdaq Share Authorization Proposal is not conditioned on the approval of any other proposal.\nAccordingly, the Nasdaq Share Authorization Proposal will be presented for a vote regardless of whether the Redomiciliation Proposal or\nthe Merger Proposal is approved at the Special Meeting.

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BOARD RECOMMENDATION

The Management Board and the Supervisory Board unanimously recommend\nthat you vote “FOR” the Nasdaq Share Authorization Proposal to be presented at the Special Meeting.

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BUSINESS

Our Company

In November 2021, Sono N.V. completed its initial public offering, and\nthe Sono N.V. Ordinary Shares commenced trading on the Nasdaq Global Market on November 17, 2021 under the ticker symbol “SEV”.\nOn February 15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the SEC to complete the delisting of the Sono N.V. Ordinary\nShares from Nasdaq. On July 2, 2024, the quoting of the Sono N.V. Ordinary Shares commenced on the OTCQB under the ticker symbol “SEVCF”.\nOn September 4, 2025, Sono N.V. received approval to list the Sono N.V. Ordinary Shares on Nasdaq, and the Sono N.V. Ordinary Shares\ncommenced trading on the Nasdaq-CM under the ticker symbol “SSM” on September 5, 2025. The Sono N.V. High Voting Shares and\nthe Sono N.V. Preferred Shares have never been, and Sono N.V. does not intend for them to be, listed for trading on any securities exchange\nor included in any automatic quotation system.

Business Overview

Digital Asset Treasury Strategy

On March 14, 2026, the Management Board, with the approval of the Supervisory\nBoard, adopted a digital asset treasury strategy. Under the digital asset treasury strategy, the principal holding in Sono N.V.’s\ntreasury reserve on its balance sheet is allocated to digital assets, principally Bitcoin, by applying a covered-call yield strategy.\nIn connection with the digital asset treasury strategy, on March 10, 2026, Sono N.V. entered into a 2002 ISDA Master Agreement, a related\nSchedule and a Credit Support Annex with Blockchain.com, facilitating Sono N.V. to enter into derivative and/or hedging transactions to\nmanage the risk associated with the digital asset treasury strategy.

The Sports One Transaction

We have also stated a desire to enhance our ability to consider various\nstrategic opportunities that might become available to us. In that regard, and in conjunction with a registered direct offering of Sono\nN.V. Ordinary Shares as further described herein, we have on August 31, 2026 announced that we and Sports One, an entity that has recently\nbeen formed by certain of the purchasers in the registered direct offering to operate a sports intelligence business that provides real-time\nathlete-level data, social media value scoring, and quantified data for what each athlete is worth to sponsors, and which also intends\nto acquire and hold minority interests in professional sports teams with primary focus on the NBA, NFL, MLB and NHL, have entered into\nthe Letter of Intent for a business combination with Sports One. The Sports One sports intelligence business combines AI intellectual\nproperty and proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports\noperating decisions for teams / universities (NIL), betting/prediction companies, and brands, among others. Through the business combination,\nSports One will become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority interests\nin major sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories for\nathlete engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital\nstructure will allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult\nto access and remain highly illiquid. Sports One’s publicly-traded approach will provide investors with daily liquidity, and exposure\nacross a diversified portfolio of the major sports team and league interests.

In addition, in connection with the Letter of Intent for the proposed\nSports One combination, the holder of a majority of the issued and outstanding Sono N.V. Preferred Shares as of October 5, 2026,\nYorkville, entered into the Sports One Call Option Agreement with an affiliate of Sports One pursuant to which the affiliate has the\nright to acquire up to approximately half of the issued and outstanding Sono N.V. Preferred Shares (a total of up to 700 Sono N.V.\nPreferred Shares) from Yorkville, to the extent that the affiliate exercises the option provided for in such Sports One Call Option\nAgreement prior to the expiration of such option 15 calendar days after the closing of the proposed combination with Sports One\ncontemplated by the Letter of Intent (which we refer to herein as the Sports One Call Option). Pursuant to the Sports One Call\nOption Agreement, Yorkville has agreed not to dispose of the 700 Sono N.V. Preferred Shares subject to the Sports One Call Option\nAgreement or to convert them to Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares\nof Class A Common Stock) prior to the expiration of the Sports One Call Option. There are no other restrictions on any shares held\nby Yorkville.

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Exit from Legacy Solar Operations

During the year ended December 31, 2025 and the subsequent period from\nJanuary 1, 2026 through March 14, 2026, Sono N.V. conducted its business through Sono Motors GmbH. On March 14, 2026, the Supervisory\nBoard resolved to terminate all current and future funding commitments to Sono Motors GmbH and to exit the legacy solar operations conducted\nthrough Sono Motors GmbH with immediate effect. On May 4, 2026, Sono N.V. sold and transferred 100% of the outstanding share capital\nof Sono Motors GmbH to third-party purchasers.

See the discussion under “Management’s Discussion and\nAnalysis of Financial Condition and Results of Operations” herein and in our Second Quarter 2026 Quarterly Report, as well\nas under the heading “Risk Factors” herein and in our 2025 Annual Report, as updated from time to time in our\nother filings with the SEC. Additional information regarding Sono N.V. is contained in the documents incorporated by reference\ninto this proxy statement/prospectus and the other documents that we file with the SEC. See the section entitled “Where You\nCan Find More Information” beginning on page 122 of this proxy statement/prospectus. The information contained in, or\nthat can be accessed through, Sono N.V.’s website is not part of this proxy statement/prospectus or incorporated by reference\nherein.

Segments

We operate as a single business segment.

Periodic Reporting and Audited Financial Statements

Sono N.V. has registered the Sono N.V. Ordinary\nShares under the Exchange Act and has reporting obligations as a result, including the requirement to file periodic and current reports\nand other documents with the SEC. In accordance with the requirements of the Exchange Act, Sono N.V.’s Annual Reports on Form 10-K\ncontain financial statements audited and reported on by Sono N.V.’s independent registered public accounting firm. Sono N.V. has\nfiled with the SEC its Annual Reports on Form 10-K for the years ended December 31, 2025 and December 31, 2024.

Available Information

Additional information regarding Sono N.V. is contained in the documents\nincorporated by reference into this proxy statement/prospectus and the other documents that we file with the SEC. See the section entitled\n“Where You Can Find More Information” beginning on page 122 of this proxy statement/prospectus.

As of January 1, 2025, Sono N.V. began reporting with the SEC as a domestic\nissuer instead of a foreign private issuer. As a result, we are subject to the same reporting and disclosure requirements applicable to\ndomestic U.S. companies, including that we are required to file periodic reports and financial statements with the SEC on Form 10-K and\nForm 10-Q, as well as Current Reports on Form 8-K and proxy statements on Schedule 14A, under the Exchange Act. Prior to January 1, 2025,\nwe were a foreign private issuer and, in compliance with SEC regulations, we filed or furnished periodic and current reports with the\nSEC on the reporting forms available to foreign private issuers, namely Form 20-F and Form 6-K.

We make available on or through the “Investor Relations” section\nof our website (https://ir.sonomotors.com/) certain reports and amendments to those reports that we file with or furnish to the\nSEC in accordance with the Exchange Act. These include our Annual Reports on Form 10-K (and previously on Form 20-F), our Quarterly Reports\non Form 10-Q, and our Current Reports on Form 8-K (and previously on Form 6-K), and amendments to those reports filed or furnished pursuant\nto Sections 13(a) or 15(d) of the Exchange Act. We make this information available on or through our website free of charge as soon\nas reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The SEC maintains a website at\nwww.sec.gov that contains reports, proxy and information statements and other information regarding us that we filed electronically\nwith the SEC. The information contained in or accessible through the SEC’s website is not incorporated into, and is not considered\npart of, this proxy statement/prospectus unless specified. Further, the information contained on, or that can be accessed through, Sono\nN.V.’s website is not incorporated by reference into this proxy statement/prospectus, and you should not consider any information\ncontained on, or that can be accessed through, our website to be part of this proxy statement/prospectus.

Legal Proceedings

From time to time, we have been and may again become involved in various claims and legal proceedings\nthat arise in the ordinary course of our business. Our commitments and contingencies as of June 30, 2026 included matters associated with\nSono N.V.’s May 4, 2026 sale of Sono Motors GmbH, including residual obligations and indemnification matters arising under the SPA,\nlease-related obligations under the lease for the Munich premises formerly used by Sono Motors GmbH, public-company obligations, financing\narrangements and the digital asset treasury strategy. We are currently not a party to any material legal proceedings. Regardless of the\noutcome, any litigation to which we may in the future become a party could have an adverse effect on us because of defense and settlement\ncosts, diversion of management resources and other factors.

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Business of Sono Delaware

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FINANCIAL INFORMATION OF SONO N.V. AND SONO\nLUXEMBOURG

The consolidated financial statements of\nSono N.V. as of and for the years ended December 31, 2025 and 2024 have been incorporated by reference in this proxy\nstatement/prospectus and in the Registration Statement from the 2025 Annual Report.

The unaudited condensed consolidated financial statements of Sono N.V. as of and for the six months\nended June 30, 2026 and 2025 have been incorporated by reference in this proxy statement/prospectus and in the Registration Statement\nfrom the Second Quarter 2026 Quarterly Report.

The business, capitalization, assets and liabilities, and financial statements\nof Sono Delaware immediately following the Redomiciliation Transaction will be substantially the same as those of Sono N.V. immediately\nprior to such transaction.

Unaudited Financial Information of Sono N.V. and Sono Luxembourg

Set forth below are the (i) unaudited balance\nsheet of Sono N.V. as of August 31, 2026, prepared in compliance with the International Financial Reporting Standards as issued by the\nInternational Accounting Standards Board, and (ii) unaudited balance sheet of Sono Luxembourg as of August 31, 2026, prepared in\ncompliance with generally accepted accounting principles in Luxembourg. Our independent registered public accounting firm has not audited,\nreviewed, compiled or performed any procedures with respect to such unaudited financial information for the purpose of its inclusion\nherein, and accordingly, does not express an opinion or provide any other form of assurance with respect thereto.

SONO GROUP N.V. — IFRS STATEMENT OF FINANCIAL POSITION

As at 31 August 2026 (US$). Prepared under IFRS (IAS 1).

Sono Group N.V. standalone - Statement of Financial Position	US$
Assets
Non-current assets
Right-of-use asset	419,654.77
Digital assets - Bitcoin	4,303,942.66
Total non-current assets	4,723,597.43
Current assets
Prepaid taxes and VAT receivables	3,486.88
Prepaid expenses and other current assets	58,680.10
Cash and cash equivalents	754,006.97
Total current assets	816,173.95
Total assets	5,539,771.38

Equity and liabilities
Equity
Share capital (ordinary, high voting and preferred)	480,145.18
Additional paid-in capital	344,663,300.50
Revaluation reserve - digital assets	299,131.12
Accumulated losses	(339,365,663.11	)
Accumulated other comprehensive income (loss), including foreign currency translation reserve	(8,136,973.03	)
Total equity	(2,060,059.34	)
Liabilities
Convertible notes payable, net of discount	5,048,747.62
Lease liability	617,498.16
Trade payables and accrued liabilities	1,718,925.95
Accrued interest payable	189,205.36
Derivative liability - covered call (BTC)	25,453.63
Total liabilities	7,599,830.72
Total equity and liabilities	5,539,771.38

Sono Group S.à r.l.
Société à responsabilité limitée
Balance sheet as at August 31, 2026
(expressed in EUR)



	\n\n For the financial period from 28/10/2025 to 31/08/2026 \n
ASSETS	EUR

Cash at bank and cash in hand	11,883.00


TOTAL ASSETS	11,883.00



	\n\n For the financial period from 28/10/2025 to 31/08/2026 \n
CAPITAL, RESERVES AND LIABILITIES	EUR

CAPITAL AND RESERVES

Subscribed capital	12,000.00
Results brought forward	—
Result for the financial period	(33,571.25	)
	(21,571.25	)

CREDITORS

Amounts owed to credit institutions
becoming due and payable within one year	585.00
Trade creditors
becoming due and payable within one year	20,810.75
Other creditors
Tax authorities	535.00
Other creditors
becoming due and payable within one year	11,523.50
	33,454.25

TOTAL CAPITAL, RESERVES AND LIABILITIES	11,883.00

Sono Group S.à r.l.
Société à responsabilité limitée
Profit and loss account for the period from 28 October 2025 to 31 August, 2026
(expressed in EUR)



	\n\n For the financial period from 28/10/2025 to 31/08/2026 \n
PROFIT AND LOSS ACCOUNT	EUR

Raw materials and consumables and other external expenses
Other external expenses	(33,036.25	)

Tax on profit or loss	-

Profit or loss after taxation	(33,036.25	)

Other taxes not shown under items 1 to 16	(535.00	)

Profit or loss for the financial period	(33,571.25	)

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U.S. Federal Income Tax Considerations

The following discussion is a summary of certain material U.S. federal\nincome tax considerations (i) for U.S. Holders and Non-U.S. Holders (each as defined below, and together, “Holders”)\nof Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares, and Sono N.V. Preferred Shares (for purposes of this section, “Sono\nN.V. Shares”) of the Redomiciliation Transaction and (ii) for Non-U.S. Holders of the ownership and disposition of shares\nof New Common Stock and Series A Preferred Stock (for purposes of this section, “Sono Delaware Stock”) received\nin the Redomiciliation Transaction. For purposes of this discussion, we have treated the Merger and the Conversion as part of a single\ntransaction. If, however, the separateness of each of the Merger and the Conversion are respected and treated as two separate transactions,\nthe U.S. federal income tax considerations for Holders should not be materially different from those described herein. This section applies\nonly to Holders that hold their Sono N.V. Shares and Sono Delaware Stock as “capital assets” for U.S. federal income tax purposes\n(generally, property held for investment).

This discussion is limited to U.S. federal income tax considerations and\ndoes not address estate or any gift tax considerations or considerations arising under the tax laws of any state, local or non-U.S. jurisdiction.\nThis discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular\ncircumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that\nmay apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:

financial institutions or financial services entities;

broker-dealers;

taxpayers that are subject to the mark-to-market accounting rules with respect to the Sono N.V. Shares;

tax-exempt entities;

governments or agencies or instrumentalities thereof;

insurance companies;

regulated investment companies or real estate investment trusts;

partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes);

U.S. expatriates or former long-term residents of the United States;

persons that actually or constructively own 5% or more (by vote or value) of the Sono N.V. Shares (except\nas specifically provided below);

persons that acquired their Sono N.V. Shares pursuant to an exercise of employee share options, in connection\nwith employee share incentive plans or otherwise as compensation;

persons that hold their Sono N.V. Shares as part of a straddle, constructive sale, hedging, wash sale,\nconversion or other integrated or similar transaction;

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

“controlled foreign corporations,” “passive foreign investment companies” or corporations\nthat accumulate earnings to avoid U.S. federal income tax.

If a partnership (or any entity or arrangement treated as a partnership\nfor U.S. federal income tax purposes) holds Sono N.V. Shares, the tax treatment of such partnership and a person treated as a partner\nof such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any\nSono N.V. Shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular\nU.S. federal income tax consequences to them of the Redomiciliation Transaction and the ownership and disposition of Sono Delaware Stock\nreceived in the Redomiciliation Transaction.

This discussion is based on the Internal Revenue Code of 1986, as amended\n(the “Code”), proposed, temporary and final Treasury Regulations promulgated thereunder, and judicial and administrative\ninterpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively\nand could affect the tax considerations described herein.

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The following discussion discusses solely the consequences of the Redomiciliation\nTransaction and does not discuss any other steps that may be taken by Sono N.V., Sono Luxembourg or Sono Delaware in connection with,\nor subsequent to, the Redomiciliation Transaction.

We have not sought, and do not intend to, seek any rulings from the IRS\nas to any U.S. federal income tax considerations described herein. There can be no assurance that the IRS will not take positions inconsistent\nwith the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX\nCONSIDERATIONS ASSOCIATED WITH THE REDOMICILIATION TRANSACTION AND THE OWNERSHIP AND DISPOSITION OF SONO DELAWARE STOCK RECEIVED IN THE\nREDOMICILIATION. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE\nREDOMICILIATION TRANSACTION AND THE OWNERSHIP AND DISPOSITION OF SONO DELAWARE STOCK RECEIVED IN THE REDOMICILIATION, INCLUDING THE APPLICABILITY\nAND EFFECTS OF U.S. FEDERAL NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. HOLDERS

As used herein, a “U.S. Holder” is a beneficial\nowner of a Sono N.V. Share who or that is, for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States;

a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes)\nthat is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the\nDistrict of Columbia;

an estate whose income is subject to U.S. federal income tax regardless of its source; or

a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and\none or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election\nin place to be treated as a United States person.

Tax Effects of the Redomiciliation Transaction to U.S. Holders

Generally

The U.S. federal income tax consequences of the Redomiciliation Transaction\nwill depend primarily upon whether the Redomiciliation Transaction qualifies as a “reorganization” within the meaning of Section\n368 of the Code.

A reorganization under Section 368(a)(1)(F) of the Code is a “mere\nchange in identity, form, or place of organization of one corporation, however effected” (an “F Reorganization”).\nPursuant to the Redomiciliation Transaction, Sono N.V. will merge with and into Sono Luxembourg, which will thereafter change its jurisdiction\nof incorporation from the Grand Duchy of Luxembourg to the State of Delaware, upon which Sono Luxembourg will continue as an entity under\nthe name “Sono Group, Inc.” (the “Name Change”) pursuant to a single integrated transaction such\nthat Sono Delaware will be a mere change of place of organization of Sono N.V. It is possible that the IRS will respect the separateness\nof each of the Merger and the Conversion. If this is the case, the expectation is that the Merger would be treated as a reorganization\nunder Section 368(a)(1)(F) of the Code and the Conversion also would be treated as a second reorganization under Section 368(a)(1)(F)\nof the Code, such that the U.S. federal income tax considerations for Holders should not be materially different from those described\nherein.

It is intended that the Redomiciliation Transaction qualify as an F Reorganization.\nHowever, Sono N.V. has not sought, and does not intend to seek, any ruling from the IRS with respect to the qualification of the Redomiciliation\nTransaction as an F Reorganization, and the closing of the Redomiciliation Transaction is not conditioned on the receipt of any ruling\nfrom the IRS or any opinion of counsel with respect to the qualification of the Redomiciliation Transaction as an F Reorganization. Consequently,\nno assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth\nbelow. Accordingly, each U.S. Holder of Sono N.V. Shares is urged to consult its tax advisor with respect to the particular tax consequence\nof the Redomiciliation Transaction to such U.S. Holder.

Assuming the Redomiciliation Transaction qualifies as an F Reorganization,\nU.S. Holders of Sono N.V. Shares generally should not recognize gain or loss for U.S. federal income tax purposes on the Redomiciliation\nTransaction, except as provided below under the sections entitled “—Effects of Section 367 to U.S. Holders of Sono N.V.\nOrdinary Shares, Sono N.V. High Voting Shares, and Sono N.V. Preferred Shares” and “—PFIC Considerations,”\nand the Redomiciliation Transaction should be treated for U.S. federal income tax purposes as if Sono N.V. (i) transferred all of its\nassets and liabilities to Sono Delaware in exchange for all of the outstanding Sono Delaware Stock; and (ii) then distributed the Sono\nDelaware Stock to the holders of Sono N.V. Shares in liquidation of Sono N.V. The taxable year of Sono N.V. will be deemed to end on the\ndate of the Redomiciliation Transaction for U.S. federal income tax purposes.

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Subject to the discussion below under the section entitled “—PFIC\nConsiderations,” if the Redomiciliation Transaction fails to qualify as an F Reorganization, a U.S. Holder of Sono N.V. Shares\ngenerally would recognize gain or loss with respect to its Sono N.V. Shares in an amount equal to the difference, if any, between the\nfair market value of the corresponding Sono Delaware Stock received in the Redomiciliation Transaction and the U.S. Holder’s adjusted\ntax basis in its Sono N.V. Shares surrendered.

The Name Change is not expected to have any U.S. federal income tax consequences\nto U.S. Holders.

Basis and Holding Period Considerations

Assuming the Redomiciliation Transaction qualifies as an F Reorganization,\nsubject to the discussion below under the section entitled “—PFIC Considerations”:

(i)

the tax basis of a share of Sono Delaware Stock received by a U.S. Holder in the Redomiciliation Transaction\nwill equal the U.S. Holder’s tax basis in the Sono N.V. Shares surrendered in exchange therefor, increased by any amount included\nin the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below under the section entitled “—Effects\nof Section 367 to U.S. Holders of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares, and Sono N.V. Preferred Shares”);\nand

(ii)

the holding period for a share of Sono Delaware Stock received by a U.S. Holder will include such U.S.\nHolder’s holding period for the Sono N.V. Shares surrendered in exchange therefor.

If the Redomiciliation Transaction fails to qualify as an F Reorganization,\nthe U.S. Holder’s basis in a share of Sono Delaware Stock would be equal to the fair market value of such Sono Delaware Stock\non the date of the Redomiciliation Transaction, and such U.S. Holder’s holding period for such Sono Delaware Stock would begin\non the day following the date of the Redomiciliation Transaction. U.S. Holders who hold different blocks of Sono N.V. Shares (generally,\nSono N.V. Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the\nabove rules apply to them, and the discussion above does not specifically address all of the consequences to U.S. Holders who hold\ndifferent blocks of Sono N.V. Shares.

Effects of Section 367 to U.S. Holders of Sono N.V. Ordinary\nShares, Sono N.V. High Voting Shares, and Sono N.V. Preferred Shares

Section 367 of the Code applies to certain transactions involving\nforeign corporations, including a redomiciliation of a foreign corporation in a transaction that qualifies as an F Reorganization. Subject\nto the discussion below under the section entitled “— PFIC Considerations,” Section 367 of the Code\nimposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-deferred. Section 367(b) of\nthe Code will generally apply to U.S. Holders on the date of the Redomiciliation Transaction.

U.S. Holders Who Own 10% or More (By Vote or Value) of Sono N.V.\nShares

Subject to the discussion below under the section entitled “— PFIC\nConsiderations,” a U.S. Holder who beneficially owns (actually or constructively, under complex attribution principles\nfor U.S. federal income tax purposes) 10% or more of the total combined voting power of all classes of Sono N.V. Shares entitled to vote\nor 10% or more of the total value of all classes of Sono N.V. Shares (a “10% U.S. Shareholder”) on the\ndate of the Redomiciliation Transaction generally must include in income as a deemed dividend paid by Sono N.V. the “all earnings\nand profits amount” attributable to the Sono N.V. Shares it owns within the meaning of Treasury Regulations under Section 367\nof the Code. A U.S. Holder’s ownership of any warrants or options with respect to Sono N.V. Shares will be taken into account\nin determining whether such U.S. Holder is a 10% U.S. Shareholder. Complex attribution rules apply in determining whether a\nU.S. Holder is a 10% U.S. Shareholder, and all U.S. Holders are urged to consult their tax advisors with respect to these\nattribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount”\nwith respect to its Sono N.V. Shares is the net positive earnings and profits of Sono N.V. (as determined under Treasury Regulations under\nSection 367 of the Code) attributable to such Sono N.V. Shares (as determined under Treasury Regulations under Section 367\nof the Code). Treasury Regulations under Section 367 of the Code provide that the “all earnings and profits amount” attributable\nto a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248\nof the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as\ndefined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the\nforeign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

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Sono N.V. expects to have a deficit in earnings and profits on the date\nof the Redomiciliation Transaction. If Sono N.V.’s cumulative net earnings and profits through the date of the Redomiciliation Transaction\nis less than or equal to zero, then a 10% U.S. Shareholder should not be required to include in gross income an “all earnings\nand profits amount” with respect to its Sono N.V. Shares. However, it is possible that, notwithstanding Sono N.V.’s expectations,\nthe amount of Sono N.V.’s cumulative net earnings and profits could be positive through the date of the Redomiciliation Transaction,\nin which case a 10% U.S. Shareholder would be required to include its “all earnings and profits amount” in income as\na deemed dividend paid by Sono N.V. under Treasury Regulations under Section 367 as a result of the Redomiciliation Transaction.\nTherefore, there can be no assurance that Sono N.V. will indeed have a deficit in earnings and profits on the date of the Redomiciliation\nTransaction.

U.S. Holders Who Own Less Than 10% (By Vote or Value) of Sono N.V.\nShares

Subject to the discussion below under the section entitled “— PFIC\nConsiderations,” a U.S. Holder whose Sono N.V. Shares, on the date of the Redomiciliation Transaction, have a fair market\nvalue of $50,000 or more and who, on the date of the Redomiciliation Transaction, is not a 10% U.S. Shareholder generally will recognize\ngain (but not loss) with respect to its respective Sono N.V. Shares in the Redomiciliation Transaction or, in the alternative, may elect\nto recognize the “all earnings and profits” amount attributable to such U.S. Holder’s Sono N.V. Shares as described\nbelow.

Subject to the discussion below under the section entitled “— PFIC\nConsiderations,” unless a U.S. Holder makes the “all earnings and profits election” as described below, such\nU.S. Holder generally must recognize gain (but not loss) with respect to the shares of Sono Delaware Stock received in the Redomiciliation\nTransaction in an amount equal to the excess of the fair market value of such shares of Sono Delaware Stock over the U.S. Holder’s\nadjusted tax basis in the Sono N.V. Shares deemed surrendered in exchange therefor. U.S. Holders who hold different blocks of Sono\nN.V. Shares (generally, Sono N.V. Shares purchased or acquired on different dates or at different prices) should consult their tax advisors\nto determine how the above rules apply to them.

In lieu of recognizing any gain as described in the preceding paragraph,\na U.S. Holder may elect to include in income as a deemed dividend paid by Sono N.V. the “all earnings and profits amount”\nattributable to its Sono N.V. Shares under Section 367(b) of the Code. There are, however, strict conditions for making this\nelection. This election must comply with applicable Treasury Regulations and generally must include, among other things:

(i)

a statement that the Redomiciliation Transaction is a Section 367(b) exchange (within the meaning of the\napplicable Treasury Regulations);

(ii)

a complete description of the Redomiciliation Transaction;

(iii)

a description of any stock, securities or other consideration transferred or received in the Redomiciliation\nTransaction;

(iv)

a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

(v)

a statement that the U.S. Holder is making the election that includes (A) a copy of the information that\nthe U.S. Holder received from Sono N.V. establishing and substantiating the U.S. Holder’s “all earnings and profits amount”\nwith respect to the U.S. Holder’s Sono N.V. Shares and (B) a representation that the U.S. Holder has notified Sono N.V. (or Sono\nDelaware) that the U.S. Holder is making the election; and

(vi)

certain other information required to be furnished with the U.S. Holder’s tax return or otherwise\nfurnished pursuant to the Code or the Treasury Regulations

In addition, the election must be attached by an electing U.S. Holder to\nsuch U.S. Holder’s timely filed U.S. federal income tax return for the year of the Redomiciliation Transaction, and the U.S. Holder\nmust send notice of making the election to Sono N.V. or Sono Delaware no later than the date such tax return is filed. In connection with\nthis election, Sono N.V. may in its discretion provide each U.S. Holder eligible to make such an election with information regarding Sono\nN.V.’s earnings and profits upon written request.

Sono N.V. expects to have a deficit in earnings and profits through the\ndate of the Redomiciliation Transaction and if that proves to be the case, U.S. Holders who make this election are not expected to have\nany income inclusion under Section 367(b) of the Code, provided that the U.S. Holder properly executes the election and complies with\nthe applicable notice requirements. However, as noted above, if it were ultimately determined that Sono N.V. had positive earnings and\nprofits through the date of the Redomiciliation Transaction, a U.S. Holder that makes the election described herein could have an “all\nearnings and profits amount” with respect to its Sono N.V. Shares, and thus could be required to include that amount in income as\na deemed dividend paid by Sono N.V. under applicable Treasury Regulations as a result of the Redomiciliation Transaction.

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A U.S. Holder who is not a 10% U.S. Shareholder on the date of the Redomiciliation\nTransaction and whose Sono N.V. Shares have a fair market value of less than $50,000 on the date of the Redomiciliation Transaction generally\nshould not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income\nunder Section 367 of the Code in connection with the Redomiciliation Transaction. However, such U.S. Holder may be subject to taxation\nunder the PFIC rules as discussed below under the section entitled “— PFIC Considerations.”

Actual and Constructive Distributions on Sono Delaware Stock

Under the rules contained in Section 305(c) of the Code and Treasury Regulations\npromulgated thereunder (the “preferred stock distribution rules”), if the stated redemption price of the Series\nA Preferred Stock (which generally means all amounts payable on the Series A Preferred Stock, including any amount added to the liquidation\npreference when any preferential dividend on the Series A Preferred Stock is paid in kind) exceeds its issue price by more than a certain\nde minimis amount defined in Treasury Regulations and certain other conditions are met, a U.S. Holder may be treated as receiving the\ndifference (a “redemption premium”) over time as one or more constructive distributions from Sono Delaware.\nMore specifically, if the preferred stock distribution rules apply, a U.S. Holder of the Series A Preferred Stock generally would be treated\nas receiving a constructive distribution from Sono Delaware with respect to the redemption premium on an annual basis under a constant-yield\naccrual method regardless of such U.S. Holder’s regular method of tax accounting. As a result, such U.S. Holder generally would\nbe treated for U.S. federal income tax purposes as receiving such constructive distributions from Sono Delaware in advance of the receipt\nof the cash attributable to the redemption premium. U.S. Holders are urged to consult their tax advisors regarding the potential application\nof the preferred stock distribution rules.

Following the Redomiciliation Transaction, a U.S. Holder generally would\nbe required to include in gross income as U.S. source dividend income the amount of any distribution (or constructive distribution) of\ncash or other property paid or deemed paid on the Sono Delaware Stock to the extent the distribution is paid out of Sono Delaware’s\ncurrent or accumulated earnings and profits (as determined under U.S. federal income tax principles). Dividends received by a U.S. Holder\nthat is treated as a corporation for U.S. federal income tax purposes generally will qualify for a dividends received deduction if the\nrequisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends received\nby a non-corporate U.S. Holder will generally constitute “qualified dividends” that will be subject to U.S. federal income\ntax at preferential long-term capital gains rates. U.S. Holders are urged to consult with their tax advisors regarding this and any other\ntax considerations of owning common and preferred stock of a U.S. corporation, i.e., Sono Delaware, rather than a non-U.S. corporation\nfollowing the Redomiciliation Transaction.

Sale, Taxable Exchange or Other Taxable Disposition of Sono Delaware\nStock

For U.S. federal income tax purposes, gain or loss realized on the sale\nor other disposition of Sono Delaware Stock will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder\nheld the stock for more than one year. The amount of the gain or loss will equal the difference between the U.S. holder’s tax basis\nin the stock disposed of and the amount realized on the disposition. Long-term capital gains recognized by non-corporate U.S. holders\nwill be subject to reduced tax rates. The deductibility of capital losses is subject to limitations.

EACH U.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE CONSEQUENCES\nTO IT OF THE REDOMICILIATION TRANSACTION INCLUDING THE MAKING OF AN ELECTION TO INCLUDE IN INCOME THE “ALL EARNINGS AND PROFITS\nAMOUNT” ATTRIBUTABLE TO ITS SONO N.V. SHARES UNDER SECTION 367(b) OF THE CODE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT\nTO SUCH AN ELECTION.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT\nTO THE EFFECT OF SECTION 367 OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

PFIC Considerations

Regardless of whether the Redomiciliation Transaction qualifies as an F\nReorganization (and, if the Redomiciliation Transaction qualifies as an F Reorganization, in addition to the discussion under the section\nentitled “— Effects of Section 367 to U.S. Holders of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares, and Sono\nN.V. Preferred Shares” above), the Redomiciliation Transaction could be a taxable event to U.S. Holders under the PFIC provisions\nof the Code if Sono N.V. is considered a PFIC.

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Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for\nU.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the\ngross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least\n50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including\nits pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for\nthe production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than\nrents or royalties derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition\nof passive assets. The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a “startup exception,”\na foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the “startup\nyear”) if (1) no predecessor of the foreign corporation was a PFIC; (2) the foreign corporation satisfies the IRS that it\nwill not be a PFIC for either of the first two taxable years following the startup year; and (3) the foreign corporation is not in fact\na PFIC for either of those years.

PFIC Status of Sono N.V.

Based upon the composition of its income and assets and the manner in which\nit operates its business, Sono N.V. believes it was not a PFIC for its most recent taxable year ended on December 31, 2025 and for the\ntaxable year which ends as a result of the Redomiciliation Transaction. Due to the factual nature of the determination, no assurance can\nbe given as to whether Sono N.V. would be or would not be a PFIC for any taxable year.

Effects of PFIC Rules on the Redomiciliation Transaction

Even if the Redomiciliation Transaction qualifies as an F Reorganization,\nSection 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of\nstock of a PFIC (which, under proposed Treasury Regulations may include a U.S. person exchanging warrants of a PFIC for newly issued\nwarrants in connection with a redomiciliation transaction) recognizes gain notwithstanding any other provision of the Code. No final Treasury\nRegulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of\nthe Code have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations\nwould require gain recognition to U.S. Holders of Sono N.V. Shares as a result of the Redomiciliation Transaction if:

(i)

Sono N.V. (or its predecessor, including Sono Motors GmbH, which became a subsidiary of Sono N.V. as part\nof the corporate reorganization that was completed on November 27, 2020, until the sale of Sono Motors GmbH was completed on May 4, 2026\nas a result of which Sono N.V. ceased to be its ultimate parent) were classified as a PFIC at any time during such U.S. Holder’s\nholding period in such Sono N.V. Shares; and

(ii)

the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in\nwhich the U.S. Holder owned such Sono N.V. Shares or in which Sono N.V. was a PFIC, whichever is later (or a QEF Election along with a\npurging election), or (b) a MTM Election (as defined below) with respect to such Sono N.V. Shares. Currently, applicable Treasury\nRegulations provide that neither a QEF Election nor a MTM Election can be made with respect to warrants of a PFIC, as further described\nbelow.

The tax on any such recognized gain would be imposed based on a complex\nset of computational rules designed to offset the tax deferral with respect to the undistributed earnings of Sono N.V. Under these rules:

the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for\nsuch U.S. Holder’s Sono N.V. Share;

the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized\nthe gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Sono N.V.\nwas a PFIC, will be taxed as ordinary income;

the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included\nin such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder;\nand

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed\non the U.S. Holder in respect of the tax attributable to each such other taxable year (described in the third bullet above) of such U.S.\nHolder.

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In addition, the proposed Treasury Regulations provide coordinating rules\nwith Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations discussed in the preceding\nparagraph applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires\nthe U.S. Holder to recognize gain or include an amount in income as a deemed dividend deemed paid by Sono N.V., the gain realized on the\ntransfer is taxable under the rules described in the preceding paragraph, and the excess, if any, of the amount to be included in income\nunder Section 367(b) of the Code over the gain realized is taxable as provided under Section 367(b) of the Code. See the discussion above\nunder the section entitled “— Effects of Section 367 to U.S. Holders of Sono N.V. Ordinary Shares, Sono N.V. High Voting\nShares, and Sono N.V. Preferred Shares.”

It is difficult to predict whether, in what form and with what effective\ndate, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such final Treasury Regulations would apply.\nIf the proposed regulations under Section 1291(f) were finalized in the current form, U.S. Holders of Sono N.V. Shares that have not made\na timely and effective QEF Election (or a QEF Election along with a purging election) or a MTM Election (each as defined below) (a “Non-Electing\nShareholder”) may be subject to taxation under the PFIC rules on the Redomiciliation Transaction with respect to their Sono\nN.V. Shares in the manner set forth above.

Any gain recognized by a Non-Electing Shareholder of Sono N.V. Shares as\na result of the Redomiciliation Transaction pursuant to PFIC rules would be taxable income to such U.S. Holder, taxed under the PFIC rules\nin the manner set forth above, with no corresponding receipt of cash.

As noted above, absent a QEF Election (or a QEF Election along with a purging\nelection) or a MTM Election, the Redomiciliation Transaction could be a taxable event under the PFIC rules regardless of whether the Redomiciliation\nTransaction qualifies as an F Reorganization if Sono N.V. is considered a PFIC. If the Redomiciliation Transaction fails to qualify as\nan F Reorganization, absent a QEF Election (or a QEF Election along with a purging election) or a MTM Election, a U.S. Holder’s\ngain, if any, would be taxed under the PFIC rules in the manner set forth above.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE\nEFFECTS OF THE PFIC RULES ON THE REDOMICILIATION TRANSACTION, INCLUDING THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS.

QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of Sono N.V. Shares will\ndepend on whether the U.S. Holder has made a timely and effective election to treat Sono N.V. as a “qualified electing fund”\nunder Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of Sono N.V. Shares\nduring which Sono N.V. qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder\nmade a QEF Election along with a purging election. A purging election creates a deemed sale of the U.S. Holder’s Sono N.V. Shares\nat their then fair market value and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special\nPFIC tax and interest charge rules described above. As a result of any such purging election, the U.S. Holder would increase the adjusted\ntax basis in its Sono N.V. Shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding\nperiod in its Sono N.V. Shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging\nelections to their particular circumstances.

A U.S. Holder that made a timely and effective QEF Election (or a QEF Election\nalong with a purging election) or a MTM Election (an “Electing Shareholder”) generally would not be subject\nto the adverse PFIC rules discussed above with respect to its Sono N.V. Shares. As a result, such an Electing Shareholder generally should\nnot recognize gain or loss as a result of the Redomiciliation Transaction except to the extent described under “— Effects\nof Section 367 to U.S. Holders of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares, and Sono N.V. Preferred Shares” and\nsubject to the discussion above under “— Tax Effects of the Redomiciliation Transaction to U.S. Holders.”\nIf an Electing Shareholder has made a QEF Election, it would instead include annually in gross income its pro rata share of the ordinary\nearnings and net capital gain of Sono N.V., whether or not such amounts are actually distributed.

The impact of the PFIC rules on a U.S. Holder of Sono N.V. Shares may also\ndepend on whether the U.S. Holder has made a mark-to-market election under Section 1296 of the Code. U.S. Holders who hold (actually or\nconstructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value\nif such stock is “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered\nwith the SEC, including Nasdaq (a “MTM Election”). No assurance can be given that the Sono N.V. Shares are considered\nto be marketable stock for purposes of the MTM Election or whether the other requirements of this election are satisfied. If such an election\nis available and has been made, such U.S. Holders generally will not be subject to the special taxation rules of Section 1291 of the Code\ndiscussed herein with respect to their Sono N.V. Shares in connection with the Redomiciliation Transaction or otherwise. Instead, in general,\nthe U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Sono N.V. Shares at the\nend of its taxable year over its adjusted basis in its Sono N.V. Shares. The U.S. Holder also will recognize an ordinary loss in respect\nof the excess, if any, of its adjusted basis in its Sono N.V. Shares over the fair market value of its Sono N.V. Shares at the end of\nits taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The U.S. Holder’s\nbasis in its Sono N.V. Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or\nother taxable disposition of its Sono N.V. Shares will be treated as ordinary income. However, if the MTM Election is not made by a U.S.\nHolder with respect to the first taxable year of its holding period for the PFIC stock, then the Section 1291 rules discussed above will\napply to certain dispositions of, distributions on and other amounts taxable with respect to Sono N.V. Shares, including in connection\nwith the Redomiciliation Transaction.

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THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS\nFACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, INCLUDING THE APPLICATION OF THE RULES ADDRESSING OVERLAPS IN THE PFIC RULES AND THE SECTION\n367(b) RULES AND THE RULES RELATING TO CONTROLLED FOREIGN CORPORATIONS. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING\nTHE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING\nELECTION), A MTM ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND WHETHER AND HOW ANY OVERLAP RULES APPLY, AND THE CONSEQUENCES TO THEM\nOF ANY SUCH ELECTION OR OVERLAP RULE AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

NON-U.S. HOLDERS

As used herein, a “Non-U.S. Holder” is a beneficial\nowner of a Sono N.V. Share who or that is, for U.S. federal income tax purposes:

a non-resident alien individual, other than certain former citizens and residents of the United States\nsubject to U.S. tax as expatriates;

a foreign corporation; or

an estate or trust that is not a U.S. Holder.

Effects of the Redomiciliation Transaction to Non-U.S. Holders

The Redomiciliation Transaction is not expected to result in any U.S. federal\nincome tax consequences to Non-U.S. Holders of Sono N.V. Shares. In addition, the Name Change is not expected to have any U.S. federal\nincome tax consequences to Non-U.S. Holders.

The following describes U.S. federal income tax considerations relating\nto the ownership and disposition of Sono Delaware Stock by a Non-U.S. Holder after the Redomiciliation Transaction.

Actual and Constructive Distributions on Sono Delaware Stock

In general, any distributions (including constructive distributions, but\nnot including certain distributions of shares or rights to acquire New Common Stock) made to a Non-U.S. Holder of Sono Delaware Stock,\nto the extent paid out of Sono Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax\nprinciples), will constitute U.S. source dividends for U.S. federal income tax purposes and, provided such dividends are not effectively\nconnected with the Non-U.S. Holder’s conduct of a trade or business within the United States, Sono Delaware or other applicable\nwithholding agent will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder\nis eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility\nfor such reduced rate (usually on IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as\nreducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of New Common Stock and, to the extent such\ndistribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the New Common\nStock, which will be treated as described under “— Sale, Taxable Exchange or Other Taxable Disposition of Sono Delaware\nStock” below.

Under the rules contained in Section 305(c) of the Code and Treasury Regulations\npromulgated thereunder (the “preferred stock distribution rules”), if the stated redemption price of the Series\nA Preferred Stock (which generally means all amounts payable on the Series A Preferred Stock, including any amount added to the liquidation\npreference when any preferential dividend on the Series A Preferred Stock is paid in kind) exceeds its issue price by more than a certain\nde minimis amount defined in Treasury Regulations and certain other conditions are met, a Non-U.S. Holder may be treated as receiving\nthe difference (a “redemption premium”) over time as one or more constructive distributions from Sono Delaware.\nMore specifically, if the preferred stock distribution rules apply, a Non-U.S. Holder of the Series A Preferred Stock generally would\nbe treated as receiving a constructive distribution from Sono Delaware with respect to the redemption premium on an annual basis under\na constant-yield accrual method regardless of such Non-U.S. Holder’s regular method of tax accounting. As a result, such Non-U.S.\nHolder generally would be treated for U.S. federal income tax purposes as receiving such constructive distributions from Sono Delaware\nin advance of the receipt of the cash attributable to the redemption premium. Non-U.S. Holders are urged to consult their tax advisors\nregarding the potential application of the preferred stock distribution rules.

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In the case of any constructive distribution that is treated as dividend\nas described above, it is possible that the withholding tax on dividends described above would be withheld from any amount owed to a Non-U.S.\nHolder by the applicable withholding agent, including cash distributions on other property or sale or redemption proceeds from Sono Delaware\nStock or warrants or other property subsequently paid or credited to such Non-U.S. Holder. The withholding tax described above generally\ndoes not apply to dividends paid to a Non-U.S. Holder who provides a completed IRS Form W-8ECI, certifying that the dividends are effectively\nconnected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, such effectively connected\ndividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable\nincome tax treaty providing otherwise. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an\nadditional “branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).

Sale, Taxable Exchange or Other Taxable Disposition of Sono Delaware\nStock

A Non-U.S. Holder generally will not be subject to U.S. federal income\ntax (including withholding of U.S. federal income tax) in respect of gain recognized on a sale, taxable exchange or other taxable disposition\nof its New Common Stock or Series A Preferred Stock, unless:

(i)

the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within\nthe United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained\nby the Non-U.S. Holder);

(ii)

such Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the\ntaxable year of such disposition and certain other requirements are met; and

(iii)

Sono Delaware is or has been a “United States real property holding corporation” for U.S.\nfederal income tax purposes at any time during the shorter of the five-year period ending on the date of sale or other exchange or the\nperiod that the Non-U.S. Holder held New Common Stock or Series A Preferred Stock and, in the case where the class of New Common Stock\nor Series A Preferred Stock is considered to be regularly traded on an established securities market, the Non-U.S. Holder has owned, directly\nor constructively, more than 5% of that class of New Common Stock or Series A Preferred Stock, as applicable, at any time within the shorter\nof the five-year period ending on the date of the sale or other disposition or such Non-U.S. Holder’s holding period for the shares\nof New Common Stock or Series A Preferred Stock.

Unless an applicable treaty provides otherwise, gain described in the first\nbullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S.\nresident. Any gains described in the first bullet point above of a corporate Non-U.S. Holder may also be subject to an additional “branch\nprofits tax” at a 30% rate (or a lower applicable income tax treaty rate). If the second bullet point applies to a Non-U.S. Holder,\nsuch Non-U.S. Holder will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain for such year (including any gain realized\nin connection with the redemption) at a tax rate of 30%.

If the third bullet point above applies to a Non-U.S. Holder, gain recognized\nby such holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, U.S. federal withholding at\na rate of 15% of the amount realized upon such sale or other exchange may apply, unless shares of New Common Stock or Series A Preferred\nStock, as applicable, are considered regularly traded on an established securities market. Whether Sono Delaware is a “United States\nreal property holding corporation” is fact specific and depends on the composition of its assets. Sono Delaware does not expect\nthat it would be a “United States real property holding corporation” immediately after Redomiciliation Transaction is completed\nand/or for the foreseeable future. Due to the factual nature of the determination, no assurance can be provided as to whether Sono Delaware\nwould be or would not be treated as a “United States real property holding corporation” in any future year.

NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX\nCONSEQUENCES TO THEM OF THE POSSIBILITY OF SONO DELAWARE’S STATUS AS A UNITED STATES REAL PROPERTY HOLDING CORPORATION.

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Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with payments\nof dividends on and the proceeds from a sale or other disposition of New Common Stock and Series A Preferred Stock. A Non-U.S. Holder\nmay have to comply with certification procedures to avoid such information reporting and backup withholding requirements. The certification\nprocedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary\nto avoid backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment\nto a Non-U.S. Holder may be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle\nsuch Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and\nadministrative guidance promulgated thereunder (commonly referred to as “FATCA”) impose withholding of 30% on\npayments of dividends (including constructive dividends) on Sono Delaware Stock to “foreign financial institutions” (which\nis broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S.\ninformation reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with\nthose entities) have been satisfied by, or an exemption applies to, the payee (typically certified as to by the delivery of a properly\ncompleted IRS Form W-8BEN or W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement\nwith the United States governing FATCA may be subject to different rules. Under certain circumstances, a Non-U.S. Holder might be eligible\nfor refunds or credits of such withholding taxes, and a Non-U.S. Holder might be required to file a U.S. federal income tax return to\nclaim such refunds or credits. Withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition\nof property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed\nregulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations\nalso delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided\nfor under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income.\nAlthough these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are\nissued. Non-U.S. Holders should consult their tax advisors regarding the effects of FATCA on their ownership and disposition of Sono Delaware\nStock.

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Luxembourg Tax Considerations

This summary is based on the laws, regulations and applicable tax treaties\nas in effect on the date hereof in the Grand Duchy of Luxembourg, all of which are subject to change, possibly with retroactive effect.\nRegistered Shareholders should consult their own tax advisors as to the particular tax consequences, under the tax laws of the country\nof which they are residents, citizens, domiciled or incorporated for tax purposes of the Redomiciliation Transaction.

The following is a summary addressing certain material Luxembourg tax consequences\nthat are likely to be relevant to Sono N.V., Sono Delaware, non-Luxembourg-resident Sono N.V. Ordinary Shareholders, non-Luxembourg-resident\nSono N.V. High Voting Shareholders and non-Luxembourg-resident Sono N.V. Preferred Shareholders, in the context of the Redomiciliation\nTransaction.

This summary does not purport to address all material tax considerations\nthat may be relevant to a holder of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares or Sono N.V. Preferred Shares. These tax consequences\nwill vary in accordance with the law and practice currently in force in the holders’ country of citizenship, residence, domicile\nor incorporation and with their personal circumstances.

Sono N.V. and its management have engaged professional tax advisors who\nhave assessed that no material corporate-level Luxembourg taxes should be expected for Sono Luxembourg in the context of the Redomiciliation\nTransaction. However, the Luxembourg tax authorities may assert, or a Luxembourg court may sustain, a contrary position, and no assurances\ncan be given that the Redomiciliation Transaction will not result in material Luxembourg tax consequences upon implementation of the relevant\nLuxembourg step.

Luxembourg Tax Considerations for Sono Luxembourg

The Redomiciliation Transaction may result in adverse tax consequences\nin Luxembourg.

The transformation of Sono Luxembourg into a société anonyme\nis expected to be tax-neutral for Luxembourg tax purposes and should not trigger any material adverse Luxembourg tax consequences at the\nlevel of Sono Luxembourg, provided that the relevant conditions for tax neutrality under Luxembourg tax law are met, which is expected.

Following the Merger, Sono Luxembourg should receive all assets and liabilities\npreviously held by Sono N.V. for a value corresponding to the fair market value, including its own shares. The immediate cancellation\nof its own shares should not result in any adverse Luxembourg tax consequences at the level of Sono Luxembourg.

From a Luxembourg direct tax perspective, the Conversion should be regarded\nas a transfer of both the registered seat and the place of central administration abroad, and should be treated as a liquidation of Sono\nLuxembourg for Luxembourg direct tax purposes.

Sono Luxembourg would thus no longer be considered as Luxembourg tax resident\nas from the date of the Conversion. The deemed liquidation of Sono Luxembourg would be considered, for Luxembourg tax purposes, as having\nrealized its assets and liabilities at fair market value. Any non-exempt profit (i.e., latent gain corresponding to the difference between\nthe book value and fair market value) arising would be fully subject to Corporate Income Tax and Municipal Business Tax at an aggregate\nrate of 23.87% in Luxembourg city in fiscal year 2026, unless the assets remain attributable to a Luxembourg permanent establishment.

The Conversion will be subject to a fixed registration duty of EUR 75 in\nLuxembourg.

Luxembourg Taxation Considerations for non-resident holders of LuxCo\nOrdinary Shares and non-resident holders of LuxCo Preferred Shares

From a Luxembourg tax perspective, the Conversion should be treated as\na deemed disposal of the LuxCo Ordinary Shares or LuxCo Preferred Shares (as applicable) at their fair market value, which may trigger\nthe application of Luxembourg non-resident capital gain taxation rules for such shareholders of Sono Luxembourg if certain conditions\nare met.

An individual or corporate non-Luxembourg resident holder of LuxCo Ordinary\nShares or LuxCo Preferred Shares who/which realizes a gain on disposal (including deemed disposal) thereof (and who/which does not have\na permanent establishment or permanent representative in the Grand Duchy of Luxembourg to which LuxCo Ordinary Shares or LuxCo Preferred\nShares would be attributable) will only be subject to Luxembourg taxation on capital gains arising upon disposal of such shares if such\nholder has (together with his or her spouse and underage children) directly or indirectly held more than 10% of the capital of Sono Luxembourg,\nat any time during the past five years, and either (1) such holder has been a resident of Luxembourg for tax purposes for at least 15\nyears and has become a non-resident within the last five years preceding the realization of the gain, subject to any applicable tax treaty,\nor (2) the disposal of LuxCo Ordinary Shares or LuxCo Preferred Shares occurs within six months from their acquisition, subject to any\napplicable tax treaty.

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EU MANDATORY DISCLOSURE RULES

On May 25, 2018, the EU Council adopted the Directive 2018/822 amending\nDirective 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation, that imposes a reporting obligation\non parties involved in cross-border transactions that may be associated with aggressive tax planning (“DAC6”).

In the case of a Reportable Arrangement, the information that must be reported\nincludes the name of all relevant taxpayers (e.g., such as Sono Luxembourg) and intermediaries as well as an outline of the Reportable\nArrangement, the value of the Reportable Arrangement and identification of any member states likely to be concerned by the Reportable\nArrangement.

The reporting obligation in principle rests with persons that design, market\nor organize the Reportable Arrangement and professional advisors (intermediaries). However, in certain cases, the taxpayer itself can\nbe subject to the reporting obligation.

The information reported will be automatically exchanged between the tax\nauthorities of all EU Member States.

DAC6 has been implemented into Luxembourg law on March 25, 2020 (the “DAC6\nLaw”) and is applicable as from 1 July 2020.

In light of the scope of DAC6 and the DAC6 Law, the Redomiciliation Transaction\nis not expected to fall within their scope and therefore to be reportable at Luxembourg level.

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Netherlands Tax Considerations

General

The following is a general summary\nof certain material Dutch tax consequences for Dutch Holders and Non-Dutch Holders (each as defined below, and together, “Holders”)\nof Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares, and Sono N.V. Preferred Shares (for purposes of this section, “Sono\nN.V. Shares”) of the Redomiciliation Transaction.

This summary does not purport to set\nforth all possible tax considerations or consequences that may be relevant to a Holder or prospective Holder and does not purport to deal\nwith the tax consequences applicable to all categories of investors, some of which (such as trusts or similar arrangements) may be subject\nto special rules. In view of this summary’s general nature, it should be treated with corresponding caution.

For the purposes of this discussion, it is assumed that\nSono N.V. was a tax resident of Germany under German national tax laws until May 4, 2026 since Sono N.V. intended to have, from incorporation\nand on a continuous basis, Sono N.V.’s place of effective management in Germany until May 4, 2026.

Except as otherwise indicated, this summary is based on\nand only addresses the tax laws of the Netherlands, published regulations thereunder and published authoritative case law, all as in effect\non the date hereof, including for the avoidance of doubt, the tax rates on the date hereof, and all of which are subject to change, possibly\nwith retroactive effect. Where the summary refers to “the Netherlands” or “Dutch” it refers only to the part of\nthe Kingdom of the Netherlands located in Europe. The applicable tax laws or interpretations thereof may change, or the relevant facts\nand circumstances may change, and such changes may affect the contents of this section, which will not be updated to reflect such changes.

This discussion is for general information\npurposes only and is not Dutch tax advice or a complete description of all Dutch tax consequences relating to the Holders of Sono N.V.\nShares. Holders or prospective holders should consult their own tax advisor regarding the Dutch tax consequences relating to their Sono\nN.V. Shares and the Redomiciliation Transaction in light of their particular circumstances. This discussion is limited to income tax considerations\nand does not address VAT, estate or any gift tax considerations or considerations arising under the tax laws of any state, local or non-Dutch\njurisdiction.

Please note that this section does not set forth the tax considerations for:

Holders of Sono N.V. Shares if such holders have a substantial interest (aanmerkelijk\nbelang) or deemed substantial interest (fictief aanmerkelijk belang) in us under the Dutch Income Tax Act 2001 (Wet inkomstenbelasting\n2001).

Holders of Sono N.V. Shares which is or who is entitled to the dividend withholding\ntax exemption (inhoudingsvrijstelling) with respect to any income (opbrengst) derived from the ordinary shares (as defined\nin Article 4 of the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting);

Holders of Sono N.V. Shares if the shares held qualify or qualified as a participation\n(deelneming) for purposes of the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969);

Holders of Sono N.V. Shares if such holders have a (deemed) controlling interest,\neither economically or by means of voting rights, in Sono N.V.;

pension funds, investment institutions (fiscale beleggingsinstellingen),\nexempt investment institutions (vrijgestelde beleggingsinstellingen) (as defined in the Dutch Corporate Income Tax Act 1969) and\nother entities that are, in whole or in part, not subject to or exempt from corporate income tax in the Netherlands as well as entities\nthat are exempt from corporate income tax in their country of residence, such country of residence being another state of the EU, Norway,\nLiechtenstein, Iceland or any other state with which the Netherlands has agreed to exchange information in line with international standards;\nand

Holders of Sono N.V. Shares for whom the shares are a remuneration or deemed to\nbe a remuneration for (employment) activities performed by such holders or certain individuals related to such holders (as defined in\nthe Dutch Income Tax Act 2001).

The following discussion discusses solely the consequences of\nthe Redomiciliation Transaction and does not discuss any other steps that may be taken in connection with the Redomiciliation Transaction.

Tax Effects of the Redomiciliation for Sono N.V.

The Dutch corporate income tax consequences of the Redomiciliation Transaction\nwill depend primarily upon whether Sono N.V. qualifies as an entity with its place of effective management in the Netherlands.

It is understood that Sono N.V. takes the position that the entity was\na tax resident of Germany based on place of effective management in Germany, as defined in Article 4 of the Income Tax Treaty between\nGermany and the Netherlands, until May 4, 2026. Following such date, the location of the effective place of management of Sono N.V.\nis uncertain. Since Sono N.V. is incorporated under the laws of the Netherlands, Sono N.V. is in principle fully subject to Dutch corporate\nincome tax based on the Dutch Corporate Income Tax Act 1969.

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If the above is accepted by both the Dutch and any relevant non-Dutch competent\nauthorities, including in Germany, Luxembourg and the United States, it is expected that Sono N.V. will be, partly or entirely, subject\nto a step-up in basis from the tax book value to the fair market value of Sono N.V.’s assets upon the consummation of the Redomiciliation\nTransaction pursuant to which Sono N.V. will change its legal seat from the Netherlands, via Luxembourg, to the State of Delaware, with\nthe corresponding gain to be, partly or entirely, included in the Dutch corporate income tax base.

Tax Effects of the Redomiciliation for Holders

Dutch Resident Entities

Generally speaking, if the Holder of Sono N.V. shares is a Dutch\nResident Entity, any income derived or deemed to be derived from the shares or any capital gains realized on the disposal or deemed disposal\nof the shares is subject to Dutch corporate income tax at a rate of 19% with respect to taxable profits up to €200,000 and 25.8%\nwith respect to taxable profits in excess of that amount (rates and brackets for 2026).

The Redomiciliation Transaction may be considered a (deemed)\ndisposal of Sono N.V. shares by such Dutch Resident Entity. However, such Dutch Resident Entity may or may not be able to apply for a\nrollover based on Article 3.55 Dutch Personal Income Tax Act 2001 in conjunction with Article 8 of the Dutch Corporate Income Tax Act\n1969.

Dutch Resident Individuals

If the Holder of shares is a Dutch Resident Individual, any\nincome derived or deemed to be derived from the ordinary shares or any capital gains realized on the disposal or deemed disposal of the\nordinary shares is subject to Dutch income tax at the progressive rates (with a maximum of 49.50% in 2026), unless the rollover based\non Article 3.55 Dutch Personal Income Tax Act 2001 is applied, if:

the ordinary shares are attributable to an enterprise from which the holder of\nordinary shares derives a share of the profit, whether as an entrepreneur (ondernemer) or as a person who has a co-entitlement\nto the net worth (medegerechtigd tot het vermogen) of such enterprise without being a shareholder (as defined in the Dutch Income\nTax Act 2001); or

the holder of ordinary shares is considered to perform activities with respect to\nthe ordinary shares that go beyond ordinary asset management (normaal, actief vermogensbeheer) or otherwise derives benefits from\nthe ordinary shares that are taxable as benefits from miscellaneous activities (resultaat uit overige werkzaamheden).

If the above-mentioned conditions (1) and (2) do not apply to\nthe Dutch Resident Individual, the shares will be subject to an annual Dutch income tax under the regime for savings and investments (inkomen\nuit sparen en beleggen). Taxation only occurs insofar the Dutch Resident Individual’s net investment assets for the year exceed\na statutory threshold (heffingvrij vermogen). The net investment assets for the year are the fair market value of the investment\nassets less the fair market value of the liabilities on January 1 of the relevant calendar year (reference date; peildatum).\nActual (or deemed) income or capital gains realized in respect of the ordinary shares, for example by means of the Redomiciliation Transaction,\nare as such not subject to Dutch income tax.

Non-residents of The Netherlands

A Holder of ordinary shares that is neither a Dutch Resident\nEntity nor a Dutch Resident Individual will not be subject to Dutch (corporate) income tax in respect of income derived or deemed to be\nderived from the shares or in respect of any capital gains realized on the disposal or deemed disposal of the shares by means of the Redomiciliation\nTransaction, provided that:

such holder does not have an interest in an enterprise or deemed enterprise (as\ndefined in the Dutch Income Tax Act 2001 and the Dutch Corporate Income Tax Act 1969) which, in whole or in part, is either effectively\nmanaged in the Netherlands or carried on through a permanent establishment, a deemed permanent establishment or a permanent representative\nin the Netherlands and to which enterprise or part of an enterprise the ordinary shares are attributable; and

in the event the holder is an individual, such holder does not carry out any activities\nin the Netherlands with respect to the ordinary shares that go beyond ordinary asset management and does not otherwise derive benefits\nfrom the ordinary shares that are taxable as benefits from miscellaneous activities in the Netherlands.

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Holders of shares are advised to consult their own tax advisor\nto ensure that the tax in respect of the shares is levied in accordance with the applicable Dutch tax rules at the relevant time.

Effects of the Redomiciliation Transaction on Dutch Dividend\nWithholding Tax Position

Dividends distributed by us generally are subject to Dutch dividend\nwithholding tax at a rate of 15%. Generally, Sono N.V. is responsible for the withholding of such dividend withholding tax at source;\nthe Dutch dividend withholding tax is for the account of the Holder of our shares.

It is expected that the Redomiciliation Transaction will not\nqualify as a dividend subject to Dutch dividend withholding tax. After the Redomiciliation Transaction, Sono N.V. will no longer exist\nas an entity incorporated under the laws of the Netherlands. It is expected that after the Redomiciliation Transaction, dividend distributions\nfrom the legal successor of Sono N.V. to Holders will not be subject to Dutch dividend withholding tax. No assurance is given that the\nRedomiciliation Transaction may not be considered (part of) an artificial sequence of steps either in scope of fraus legis (abuse\nof law) or dividend stripping rules from perspective of the Dutch competent authorities.

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MANAGEMENT OF SONO DELAWARE

The persons who will serve as directors and officers of Sono Delaware after\ngiving effect to the Redomiciliation Transaction are expected to be the same persons currently serving as statutory and acting directors\nand officers of Sono N.V.

As of the date of this proxy statement/prospectus, we have a two-tier board\nstructure consisting of a Management Board (bestuur) and a Supervisory Board (raad van commissarissen). The Supervisory\nBoard is comprised of three supervisory directors, all of whom are non-employee directors and are independent, and the Management Board\nis comprised of one managing director who serves as our Chief Executive Officer. The committees of the Supervisory Board currently consist\nof an audit committee, a compensation committee and a nomination and corporate governance committee.

Pursuant to the Merger Agreement and the Plan of Domestication, (i) upon\nthe effectiveness of the Merger, the directors and officers of Sono N.V. will become the directors and officers of Sono Luxembourg,\nand (ii) upon completion of the Conversion, the directors and officers of Sono Luxembourg will become the directors and officers of Sono\nDelaware. With respect to each committee of the Supervisory Board in existence as of immediately prior to the Merger Effective Time, the\nSono Delaware Board will establish a Delaware Board Committee that is identical to such committee of the Supervisory Board as of immediately\nprior to the Merger Effective Time. In addition, the Sono Delaware Board will, pursuant to the Plan of Domestication, exercise its authority\nunder the Proposed Charter to assign each director to Class I, Class II or Class III as further described below.

Accordingly, if the Redomiciliation Proposal and the Merger Proposal are\napproved at the Special Meeting and the Redomiciliation Transaction is completed, then, upon or prior to the effectiveness of the Merger,\nthe LuxCo Board will be comprised, collectively, of the four members then serving on the Management Board and the Supervisory Board of\nSono N.V., respectively. Upon the effectiveness of the Redomiciliation Transaction, the directors of Sono Luxembourg will continue to\nserve in the same capacities as the directors of Sono Delaware, provided that, in accordance with the Plan of Domestication and the Proposed\nCharter, (i) upon completion of the Redomiciliation Transaction, the members of the Sono Delaware Board will serve on the same board committees,\nand in the same capacities thereon, on which such individuals served as members of Sono N.V.’s Supervisory Board or Management Board,\nrespectively, as of immediately prior to the Merger Effective Time, and (ii) the Sono Delaware Board will be classified into three classes,\neach comprising as nearly as possible one-third of the directors to serve three-year terms, and only one class of directors will be elected\nat each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Accordingly,\nif the Redomiciliation Transaction is completed, each class of the Sono Delaware Board will consist of the following members:

the Class I director will be Christopher Charles Schreiber, a member of the Supervisory Board, and\nsuch director’s term will expire at Sono Delaware’s annual meeting of stockholders to be held in 2026;

the Class II director will be Owen Arthur May, a member of the Supervisory Board, and such director’s\nterm will expire at Sono Delaware’s annual meeting of stockholders to be held in 2027; and

the Class III directors will be Kevin McGurn, the sole member of the Management Board as of the\ndate of this proxy statement/prospectus, and David August Dodge (Chair), a member of the Supervisory Board, and such directors’\nterms will expire at Sono Delaware’s annual meeting of stockholders to be held in 2028.

At each annual meeting of stockholders of Sono Delaware, upon the expiration\nof the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election\nand qualification until the third annual meeting following their election and until their successor is duly elected and qualified, in\naccordance with the Proposed Charter. Any additional directorships resulting from an increase in the number of directors will be distributed\namong the three classes so that, as nearly as possible, each class will consist of one-third of Sono Delaware’s directors.

If the Redomiciliation Transaction is completed, this classification of\nour directors may have the effect of delaying or preventing changes in control of Sono Delaware.

Following the Redomiciliation Transaction, if completed, we do not expect\nthere to be any change in the composition of the committees of the Sono Delaware Board. Furthermore, we expect the responsibilities of\neach committee of the Sono Delaware Board to be the same as the current responsibilities of such committee of the Supervisory Board, other\nthan as may be impacted as a result of differences between the DGCL and Dutch corporate law. Additionally, from time to time, special\ncommittees may be established under the direction of the Sono Delaware Board when the Sono Delaware Board deems it necessary or advisable\nto address specific matters.

Except as described in this proxy statement/prospectus, the information\nrequired to be disclosed with respect to each statutory and acting director and executive officer of Sono N.V. is incorporated herein\nby reference from our 2025 Annual Report as filed with the SEC on April 1, 2026.

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Executive Compensation

The persons who will serve as directors and executive officers of Sono\nDelaware after giving effect to the Redomiciliation Transaction are expected to be the same persons currently serving as statutory and\nacting directors and executive officers of Sono N.V. The information required to be disclosed with respect to each statutory and\nacting director and executive officer of Sono N.V. is incorporated herein by reference from our 2025 Annual Report as filed with the SEC\non April 1, 2026.

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Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of\noperations together with our audited consolidated financial statements and related notes thereto for the years ended December 31, 2025\nand December 31, 2024, included in our 2025 Annual Report and our unaudited condensed consolidated financial statements and related notes\nthereto for the three and six months ended June 30, 2026 and June 30, 2025, included in our Second Quarter 2026 Quarterly Report. This\ndiscussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties, as\nwell as assumptions, that if they never materialize or prove incorrect, could cause our results to differ materially from those expressed\nor implied by such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking\nstatements as a result of various factors, including those set forth herein under the heading “Risk Factors” and in other\nparts of this proxy statement/prospectus and those set forth in the section titled “Risk Factors” in Part I, Item 1A of our\n2025 Annual Report, as updated from time to time in our other filings with the SEC. You should carefully read the sections herein entitled\n“Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” to gain an understanding of the important\nfactors that could cause actual results to differ materially from our forward-looking statements. The events and circumstances reflected\nin our forward-looking statements may not be achieved or may not occur, and actual results could differ materially from those described\nin or implied by the forward-looking statements contained in the following discussion and analysis. As a result of these risks, you should\nnot place undue reliance on these forward-looking statements. We assume no obligation to revise or update any forward-looking statements\nfor any reason, except as required by law.

During the period from January 1, 2026 through March 14, 2026, Sono N.V. conducted its business through\nSono Motors GmbH. On March 14, 2026, the Supervisory Board resolved to terminate all current and future funding commitments to Sono Motors\nGmbH and to exit the legacy solar operations conducted through Sono Motors GmbH with immediate effect. On May 4, 2026, Sono N.V. sold\nand transferred 100% of the outstanding share capital of Sono Motors GmbH to third-party purchasers. Unless otherwise indicated or the\ncontext otherwise requires, the terms “we”, “our”, “us” or similar terms as used\nin this Management’s Discussion and Analysis of Financial Condition and Results of Operations, refer to Sono N.V. together with\nits consolidated subsidiaries for the periods presented.

Business Overview

During the period from January 1, 2026 through March 14, 2026, our business\nconsisted of the legacy solar operations conducted through Sono Motors GmbH.

On March 14, 2026, the Supervisory Board resolved to terminate all current\nand future funding commitments to Sono Motors GmbH and to exit the legacy solar operations conducted through Sono Motors GmbH, with immediate\neffect. Sono N.V.’s decision was driven by Sono Motors GmbH’s historical lack of profitability, which has resulted in Sono N.V.\nhaving to continuously provide funding to Sono Motors GmbH, and thus incur losses, and a determination by the Management Board that there\nwas not a clear path for Sono Motors GmbH to achieve profitability in a reasonably desirable timeframe, and thereby avoid future losses\nto Sono N.V. This decision was made in conjunction with the decision on March 14, 2026 by the Management Board, with the approval of the\nSupervisory Board, to adopt a digital asset treasury strategy effective that same day. Under the digital asset treasury strategy, the\nprincipal holding in our treasury reserve on our balance sheet is allocated to digital assets, principally Bitcoin, by applying a covered-call\nyield strategy. The digital asset treasury strategy is projected to generate cash flow for Sono N.V. in the first year of its execution.\nSono N.V. is also exploring other strategic alternatives to maximize shareholder value.

In connection with the digital asset treasury strategy, on March 10, 2026,\nSono N.V. entered into a 2002 ISDA Master Agreement with Blockchain.com (the “ISDA Master Agreement”), facilitating\nSono N.V. to enter into derivative and/or hedging transactions to manage the risk associated with the digital asset treasury strategy.\nThe derivative and hedging transactions are governed by the ISDA Master Agreement, including the related Schedule executed on March 10,\n2026 (the “Schedule”). The structure of the derivative and/or hedging transactions may include forwards, swaps,\nfutures, options or other derivative transactions in respect of digital assets. In addition, Sono N.V. and Blockchain.com entered into\na Credit Support Annex to the Schedule, dated as of March 10, 2026 (the “Credit Support Annex”), which sets\nforth the terms upon which Sono N.V. is required to deliver additional collateral to Blockchain.com (and Blockchain.com is required to\nreturn collateral to Sono N.V.) depending upon the mark-to-market exposure under the ISDA Master Agreement and the value of the collateral.\nThe ISDA Master Agreement, the Schedule and the Credit Support Annex are governed by the laws of England and Wales.

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As previously disclosed by Sono N.V., we intend to solicit the ratification\nby our shareholders of the engagement by Sono N.V. in the digital asset treasury strategy as well as the termination and sale of\nour legacy solar operations, in connection with which Sono N.V. will prepare and file with the SEC a proxy statement on Schedule\n14A for an extraordinary general meeting of Sono N.V.’s shareholders. The ratification by our shareholders of the engagement\nby Sono N.V. in the digital asset treasury strategy and the termination and sale of our legacy solar operations is not covered by\nthis proxy statement/prospectus and will not be presented for a vote of Sono N.V.’s shareholders at the Special Meeting. As described\nelsewhere in this proxy statement/prospectus, the Special Meeting is being held solely for the purposes of considering and voting upon\nthe Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal.

Through May 4, 2026, Sono Motors GmbH was presented as a discontinued operation\nand disposal group classified as held for sale; on May 4, 2026, Sono Motors GmbH was sold and deconsolidated. Our continuing operations\nconsist of parent-company activities, public-company obligations, financing-related items and our digital asset treasury activities. As\na result of these developments, our financial information for the periods presented in our Second Quarter 2026 Quarterly Report may in\nmany respects not be comparable to our historical financial information.

We operate as a single business segment.

Recent Developments

The Sports One Transaction

We have also stated a desire to enhance our ability to consider various\nstrategic opportunities that might become available to us. In that regard, and in conjunction with a registered direct offering of Sono\nN.V. Ordinary Shares as further described herein, we have on August 31, 2026 announced that we and Sports One, an entity that has recently\nbeen formed by certain of the purchasers in the registered direct offering to operate a sports intelligence business that provides real-time\nathlete-level data, social media value scoring, and quantified data for what each athlete is worth to sponsors, and which also intends\nto acquire and hold minority interests in professional sports teams with primary focus on the NBA, NFL, MLB and NHL, have entered into\nthe Letter of Intent for a business combination with Sports One. The Sports One sports intelligence business combines AI intellectual\nproperty and proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports\noperating decisions for teams / universities (NIL), betting/prediction companies, and brands, among others. Through the business combination,\nSports One will become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority interests\nin major sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories for\nathlete engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital\nstructure will allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult\nto access and remain highly illiquid. Sports One’s publicly-traded approach will provide investors with daily liquidity, and exposure\nacross a diversified portfolio of the major sports team and league interests.

In addition, in connection with the Letter of Intent for the proposed Sports\nOne combination, the holder of a majority of the issued and outstanding Sono N.V. Preferred Shares as of October 5, 2026, Yorkville,\nentered into the Sports One Call Option Agreement with an affiliate of Sports One pursuant to which the affiliate has the right to acquire\nup to approximately half of the issued and outstanding Sono N.V. Preferred Shares (a total of up to 700 Sono N.V. Preferred Shares) from\nYorkville, to the extent that the affiliate exercises the option provided for in such Sports One Call Option Agreement prior to the expiration\nof such option 15 calendar days after the closing of the proposed combination with Sports One contemplated by the Letter of Intent (which\nwe refer to herein as the Sports One Call Option). Pursuant to the Sports One Call Option Agreement, Yorkville has agreed not to dispose\nof the 700 Sono N.V. Preferred Shares subject to the Sports One Call Option Agreement or to convert them to Sono N.V. Ordinary Shares\n(or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock) prior to the expiration of the Sports\nOne Call Option. There are no other restrictions on any shares held by Yorkville.

Munich Lease and Insolvency of Former Subsidiary Sono Motors GmbH

In June 2026, preliminary insolvency proceedings (vorläufiges\nInsolvenzverfahren) were opened in Germany with respect to Sono Motors GmbH, the former subsidiary of Sono N.V. that was sold on May\n4, 2026. Sono N.V. holds no ownership interest in, and has no funding commitments to, Sono Motors GmbH, and Sono Motors GmbH’s results\nare not included in Sono N.V.’s continuing operations. Sono N.V. remains the lessee under the lease agreement for the premises in\nMunich, Germany formerly used by Sono Motors GmbH in the legacy solar operations. The contemplated transfer of the lease to Sono Motors\nGmbH has not been completed as a result of the preliminary insolvency proceedings, and Sono N.V. is pursuing a transfer of the lease,\na successor lessee or a negotiated termination of the lease with the landlord, while reserving its claims in respect of Sono Motors GmbH’s\nuse of the premises. There can be no assurance as to the timing or outcome of these efforts, and Sono N.V. expects to remain obligated\nunder the lease until a transfer, replacement or termination is completed. See Note 4 (Discontinued Operations and Assets and Liabilities\nHeld for Sale) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of our Second Quarter 2026 Quarterly\nReport for additional information.

Components of Our Results of Operations

Revenue

We did not generate revenue from continuing operations during the three\nand six months ended June 30, 2026 or the three and six months ended June 30, 2025. Revenue generated by the legacy solar operations conducted\nthrough Sono Motors GmbH has been presented within discontinued operations for all periods presented.

Digital Asset Treasury Loss, Net

Digital asset treasury income (loss), net consists of (i) realized\nand unrealized fair-value changes on Bitcoin holdings, (ii) realized gains or losses on settlement, expiration or close-out of\nwritten covered Bitcoin call options accounted for as freestanding derivative liabilities, and (iii) fair-value changes on open\nwritten covered Bitcoin call option positions. Premiums received on written covered call options are consideration for assuming a\nderivative obligation and are not recorded as revenue from contracts with customers. See Note 5 (Digital Assets) and Note 6 (Written\nCovered Bitcoin Call Options) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of our Second\nQuarter 2026 Quarterly Report.

General and Administrative Expenses

General and administrative expenses include professional fees (including\nlegal, audit, accounting and financing- and transaction-related fees), public-company and SEC reporting costs, insurance, office and rent\nexpense, software and subscriptions and other holding-company overhead.

Change in Fair Value of Debt and Derivative Instruments

Change in fair value of debt and derivative instruments represents period-to-period\nfair-value remeasurements of (i) certain predecessor convertible notes that were accounted for under the fair-value election and (ii)\nthe embedded conversion derivative liabilities bifurcated from the convertible debentures issued during 2026, which are accounted for\nusing the debt-host plus embedded-derivative model, in each case with changes in fair value recognized in earnings. The fair-value election\nis not applicable to the convertible debentures issued during 2026; accordingly, remeasurements of convertible notes under the fair-value\nelection are not expected to recur in respect of the convertible debentures issued during 2026. See Note 8 (Convertible Notes, Embedded\nDerivatives and Pre-Funded Warrants) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of our Second\nQuarter 2026 Quarterly Report.

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Interest Expense, Including Amortization of Debt Discount

Interest expense, including amortization of debt discount consists of contractual\ncoupon interest accrued on outstanding convertible debentures and amortization of the related debt discount over the term of the instruments.

Foreign Currency Loss, Net

Foreign currency gain (loss), net consists of realized and unrealized gains\nand losses arising on monetary balances denominated in currencies other than the relevant entity’s functional currency.

Loss From Discontinued Operations, Net of Tax

Loss from discontinued operations, net of tax represents the results of\noperations of Sono Motors GmbH, which has been presented as a discontinued operation for all periods presented in connection with our\ndecision to terminate funding to, and exit the legacy solar operations conducted through, Sono Motors GmbH. See Note 4 (Discontinued\nOperations and Assets and Liabilities Held for Sale) to the unaudited condensed consolidated financial statements included in Part I,\nItem 1 of our Second Quarter 2026 Quarterly Report.

Loss on Deconsolidation of Subsidiary

Loss on deconsolidation of subsidiary represents the loss recognized upon\nthe sale of Sono Motors GmbH on May 4, 2026, measured as the difference between the consideration received and the carrying amount of\nSono Motors GmbH’s net assets at the date of deconsolidation, including the derecognition of Sono Motors GmbH’s assets and\nliabilities and amounts of accumulated other comprehensive income (loss) attributable to Sono Motors GmbH reclassified to earnings, principally\ncumulative foreign currency translation adjustments. This line item relates to the completed exit from the legacy solar operations and\nis not expected to recur. See Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale) to the unaudited condensed consolidated\nfinancial statements included in Part I, Item 1 of our Second Quarter 2026 Quarterly Report.

Results of Operations

Comparison of the three months ended June 30, 2026 and 2025

The following table summarizes our consolidated results of operations for\nthe period indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Three months ended June 30,
	2026		2025	Change
	(in thousands)
Digital asset treasury income (loss), net		(578	)		-		(578	)
General and administrative expenses		(1,401	)		(768	)	(633	)
Loss from operations		(1,979	)		(768	)	(1,211	)

Change in fair value of debt and derivative instruments		116			1,316		(1,200	)
Interest expense, including amortization of debt discount		(468	)		-		(468	)
Foreign currency gain (loss), net		-			174		(174	)
Income (loss) from continuing operations		(2,331	)		722		(3,053	)
Loss from discontinued operations, net of tax		(345	)		(1,246	)	901
Loss on deconsolidation of subsidiary		(1,101	)		-		(1,101	)
Net loss		(3,777	)		(524	)	(3,253	)

Digital Asset Treasury Loss, Net

For the three months ended June 30, 2026, digital asset treasury loss, net was $578 thousand, consisting\nprincipally of unrealized fair-value remeasurement losses on Bitcoin holdings, partially offset by net premium income from written covered\nBitcoin call options. We did not hold digital assets and did not write covered Bitcoin call options during the three months ended June\n30, 2025.

General and Administrative Expenses

For the three months ended June 30, 2026, general and administrative expenses were $1,401 thousand,\ncompared to $768 thousand for the three months ended June 30, 2025. The increase principally reflects higher professional fees associated\nwith the convertible debenture and pre-funded warrant financings, the preparation of the proposed Redomiciliation Transaction, the exit\nfrom the legacy solar operations and continuing public-company costs. General and administrative expenses related to the legacy solar\noperations have been presented within discontinued operations for all periods presented.

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Change in Fair Value of Debt and Derivative Instruments

For the three months ended June 30, 2026, we recognized a net gain of $116 thousand on the change\nin fair value of debt and derivative instruments, compared to a gain of $1,316 thousand for the three months ended June 30, 2025. The\namounts are not directly comparable between periods. The gain recognized in the 2025 period arose from the fair-value remeasurement of\nthe predecessor convertible debentures, which were accounted for under the fair-value election; the fair-value election is not applicable\nto the convertible debentures issued during 2026, which are accounted for using the debt-host plus embedded-derivative model, and the\namount recognized in the 2026 period accordingly reflects changes in the fair value of the embedded conversion derivative liabilities\nassociated with those debentures. The three-month 2026 amount presents the quarter after allocating the correction recorded on April 1,\n2026 to the first quarter, to which it relates; see Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting\nPolicies). See Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) to the unaudited condensed consolidated financial\nstatements included in Part I, Item 1 of our Second Quarter 2026 Quarterly Report.

Interest Expense, Including Amortization of Debt Discount

For the three months ended June 30, 2026, interest expense, including amortization of debt discount,\nwas $468 thousand, consisting of accrued coupon interest on the convertible debentures and amortization of the related debt discount.\nThere was no comparable interest expense recognized in continuing operations for the three months ended June 30, 2025, because the predecessor\nconvertible notes were accounted for at fair value, with all changes in fair value recognized within the fair-value line item.

Foreign Currency Loss, Net

For the three months ended June 30, 2026, we recorded no foreign currency\ngain or loss within continuing operations. For the three months ended June 30, 2025, we recognized net foreign currency gains of $174\nthousand within continuing operations.

Loss From Discontinued Operations, Net of Tax

For the three months ended June 30, 2026, loss from discontinued operations,\nnet of tax was $345 thousand, compared to $1,246 thousand for the three months ended June 30, 2025. The decrease reflects the wind-down\nof operating activity at Sono Motors GmbH following our March 14, 2026 decision to terminate funding to, and exit, the legacy solar operations,\nand the May 4, 2026 sale of Sono Motors GmbH, after which Sono Motors GmbH’s results are no longer included in Sono N.V.’s\nresults.

Loss on Deconsolidation of Subsidiary

For the three months ended June 30, 2026, we recognized a loss on deconsolidation\nof Sono Motors GmbH of $1,101 thousand in connection with the May 4, 2026 sale of Sono Motors GmbH, with no comparable amount in the 2025\nperiod. See Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale) to the unaudited condensed consolidated financial\nstatements included in Part I, Item 1 of our Second Quarter 2026 Quarterly Report.

Net Loss

For the three months ended June 30, 2026, we reported a net loss of $3,777 thousand,\ncompared to a net loss of $524 thousand for the three months ended June 30, 2025. The increase in net loss principally reflects the $1,101\nthousand loss on deconsolidation of Sono Motors GmbH, a lower net gain on the change in fair value of debt and derivative instruments\n($116 thousand in the 2026 period, compared to $1,316 thousand in the 2025 period, which is not directly comparable, as described\nabove), higher general and administrative expenses (an increase of $633 thousand, from $768 thousand in the 2025 period to $1,401 thousand\nin the 2026 period), the digital asset treasury loss, net, of $578 thousand and interest expense of $468 thousand on the convertible debentures\nissued during 2026, partially offset by a $901 thousand decrease in loss from discontinued operations.

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Comparison of the six months ended June 30, 2026 and 2025

The following table summarizes our consolidated results of operations for\nthe period indicated:

	Six months ended June 30,
	2026		2025	Change
	(in thousands)
Digital asset treasury income (loss), net		(890	)		-		(890	)
General and administrative expenses		(2,293	)		(1,198	)	(1,095	)
Loss from operations		(3,183	)		(1,198	)	(1,985	)

Change in fair value of debt and derivative instruments		462			12,191		(11,729	)
Interest expense, including amortization of debt discount		(614	)		-		(614	)
Foreign currency gain (loss), net		-			516		(516	)
Income (loss) from continuing operations		(3,335	)		11,509		(14,844	)
Loss from discontinued operations, net of tax		(1,356	)		(2,731	)	1,375
Loss on deconsolidation of subsidiary		(1,101	)		-		(1,101	)
Net loss		(5,792	)		8,778		(14,570	)

Digital Asset Treasury Loss, Net

For the six months ended June 30, 2026, digital asset treasury loss, net\nwas $890 thousand, consisting principally of unrealized fair-value remeasurement losses on Bitcoin holdings, partially offset by net premium\nincome from written covered Bitcoin call options. We did not hold digital assets and did not write covered Bitcoin call options during\nthe three or six months ended June 30, 2025.

General and Administrative Expenses

For the six months ended June 30, 2026, general and administrative expenses\nwere $2,293 thousand, compared to $1,198 thousand for the six months ended June 30, 2025. The increase principally reflects higher professional\nfees associated with the digital asset treasury strategy, the convertible debenture and pre-funded warrant financings, the preparation\nof the proposed Redomiciliation Transaction, the exit from the legacy solar operations and continuing public-company costs. General and\nadministrative expenses related to the legacy solar operations have been presented within discontinued operations for all periods presented.

Change in Fair Value of Debt and Derivative Instruments

For the six months ended June 30, 2026, we recognized a net gain of $462\nthousand on the change in fair value of debt and derivative instruments, compared to a gain of $12,191 thousand for the six months ended\nJune 30, 2025. The amounts are not directly comparable between periods: the 2025 gain arose from the fair-value remeasurement of the predecessor\nconvertible debentures under the fair-value election, while the 2026 amount reflects changes in the fair value of the embedded conversion\nderivative liabilities associated with the convertible debentures issued during 2026, which are accounted for using the debt-host plus\nembedded-derivative model. The six-month amount is unaffected by the allocation of the correction described in Note 2 (Basis of Presentation,\nConsolidation and Summary of Significant Accounting Policies) to the unaudited condensed consolidated financial statements included in\nPart I, Item 1 of our Second Quarter 2026 Quarterly Report. See Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants)\nto the unaudited condensed consolidated financial statements included in Part I, Item 1 of our Second Quarter 2026 Quarterly Report.

Interest Expense, Including Amortization of Debt Discount

For the six months ended June 30, 2026, interest\nexpense, including amortization of debt discount, was $614 thousand, consisting of accrued coupon interest on the convertible debentures\nand amortization of the related debt discount. There was no comparable interest expense recognized in continuing operations for the three\nor six months ended June 30, 2025, because the predecessor convertible notes were accounted for at fair value, with all changes in fair\nvalue recognized within the fair-value line item.

Foreign Currency Loss, Net

For the six months ended June 30, 2026, we recorded no foreign currency\ngain or loss within continuing operations, and for the six months June 30, 2025, we recognized net foreign currency gains of $516 thousand\nwithin continuing operations.

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Loss From Discontinued Operations, Net of Tax

For the six months ended June 30, 2026, loss from discontinued operations,\nnet of tax was $1,356 thousand, compared to $2,731 thousand for the six months ended June 30, 2025. The decrease reflects the wind-down\nof operating activity at Sono Motors GmbH following our March 14, 2026 decision to terminate funding to, and exit, the legacy solar operations,\nand the May 4, 2026 sale of Sono Motors GmbH, after which Sono Motors GmbH’s results are no longer included in Sono N.V.’s\nresults.

Loss on Deconsolidation of Subsidiary

For the six months ended June 30, 2026, we recognized a loss on deconsolidation\nof Sono Motors GmbH of $1,101 thousand in connection with the May 4, 2026 sale of Sono Motors GmbH, with no comparable amount in the 2025\nperiod. See Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale) to the unaudited condensed consolidated financial\nstatements included in Part I, Item 1 of our Second Quarter 2026 Quarterly Report.

Net Income (Loss)

For the six months ended June 30, 2026, we reported a net loss of $5,792\nthousand, compared to net income of $8,778 thousand for the six months ended June 30, 2025. The change from net income to a net loss\nprincipally reflects a substantially lower net gain on the change in fair value of debt and derivative instruments ($462 thousand in\nthe 2026 period, compared to $12,191 thousand in the 2025 period, which is not directly comparable, as described above), the $1,101 thousand\nloss on deconsolidation of Sono Motors GmbH, offset by a $1,375 thousand decrease in loss from discontinued operations, higher general\nand administrative expenses ($2,293 thousand in the 2026 period, compared to $1,198 thousand in the 2025 period, an increase of $1,095\nthousand), the digital asset treasury loss, net, of $890 thousand, interest expense of $614 thousand on the convertible debentures issued\nduring 2026 and a lower net foreign currency loss of $3 thousand in the 2026 period, compared to a net foreign currency gain of $516 thousand\nin the 2025 period.

Liquidity and Capital Resources

As of June 30, 2026, our cash and cash equivalents were $166 thousand,\ncompared to $205 thousand as of December 31, 2025. Cash consists of cash in bank accounts.

We do not currently generate revenue from continuing operations and we\ncontinue to incur operating expenses related to holding-company overhead and public-company compliance costs. Following the adoption of\nthe digital asset treasury strategy and the cessation of funding to Sono Motors GmbH in the first quarter of 2026, our liquidity position\nis principally dependent on the performance of our digital asset holdings and the cash flows generated through the digital asset treasury\nstrategy, supplemented as necessary by external financing, including equity and equity-linked financings and debt instruments.

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Sources and Uses of Liquidity

Historically, we have financed our operations through:

Equity and equity-linked financings, including Sono N.V.’s initial public offering in November 2021,\na follow-on offering in May 2022 and a committed equity facility entered into in June 2022.

On November 17, 2021, Sono N.V. consummated its initial public offering of 10,000,000 Sono N.V. Ordinary\nShares at a price of $15.00 per share. In addition, the underwriters in our initial public offering exercised their greenshoe option to\npurchase an additional 1,500,000 Sono N.V. Ordinary Shares at a price of $13.95 per share. In total, Sono N.V. raised $160 million (€142\nmillion) through the initial public offering, after deducting underwriting discounts and commissions.

Sono N.V. successfully completed a follow-on offering on May 3, 2022 of 10,930,000 Sono N.V. Ordinary\nShares at a price of $4.00 per share, which amount included shares sold pursuant to the partial exercise of the underwriters’ over-allotment\noption. Pursuant to the offering, Sono N.V. received proceeds of $42 million (€39 million) after deducting underwriting discounts\nand commissions.

On June 13, 2022, Sono N.V. entered into an ordinary share purchase agreement with Joh. Berenberg, Gossler\n& Co. KG (“Berenberg”), which governed a committed equity facility (the “CEF”)\nfor Sono N.V. The CEF provided Sono N.V. with the right, but not the obligation, to sell and issue up to $150 million of Sono N.V.\nOrdinary Shares over a period of 24 months to Berenberg, subject to certain limitations and conditions. During 2022, Sono N.V. sold to\nBerenberg a total of 8,748,433 Sono N.V. Ordinary Shares for total gross proceeds of $17 million (€17 million).

The convertible debentures with an aggregate principal amount of $31.1 million issued by Sono N.V. to\nYorkville pursuant to a securities purchase agreement in December 2022 (collectively, the “2022 Debentures”)\nand subsequent issuances in 2024 and 2025.

On December 7, 2022, Sono N.V. entered into a securities purchase agreement with Yorkville under which\nSono N.V. agreed to sell and issue to Yorkville the 2022 Debentures in a gross aggregate principal amount of up to $31.1 million (€29.4\nmillion).

In mid-November 2023, Sono N.V. and Yorkville entered into certain investment-related agreements that\nbecame effective on November 20, 2023 (such agreements collectively, the “Yorkville Investment Agreements”),\npursuant to which Yorkville committed to provide financing to Sono N.V., subject to Sono N.V.’s continued compliance with the terms\nof the Yorkville Investment Agreements. Among other Yorkville Investment Agreements, Sono N.V. and Yorkville entered into a restructuring\nagreement (as amended from time to time, the “Restructuring Agreement”) and a funding commitment letter (as\namended from time to time, the “Funding Commitment Letter”), pursuant to which Yorkville committed to provide\nlimited financing to Sono N.V. (the “First Commitment”). On April 30, 2024, Sono N.V. and Yorkville entered\ninto an amendment to the Funding Commitment Letter, pursuant to which Yorkville committed additional financing to Sono N.V. (the “Second\nCommitment” and together with the First Commitment, the “Yorkville Restructuring Investment”).

The convertible debenture with respect to the first tranche of the Yorkville Restructuring Investment\nwas issued to Yorkville on February 6, 2024 for approximately $4.3 million and the convertible debenture with respect to the second tranche\nwas issued to Yorkville on August 30, 2024 for approximately $3.3 million.

On December 30, 2024, Sono N.V. and Yorkville entered into a securities purchase agreement (the “Securities\nPurchase Agreement”), pursuant to which Sono N.V. agreed to sell and issue to Yorkville a new convertible debenture (the\n“New Commitment Debenture”) in the aggregate principal amount of $5 million.

On December 30, 2024, Sono N.V. and Yorkville also entered into an exchange agreement (the “Exchange\nAgreement” and together with the SPA “Transaction Documents”), pursuant to which Sono N.V. agreed\nto issue, subject to the satisfaction of certain closing conditions, 1,242 Sono N.V. Preferred Shares to Yorkville solely in exchange\nfor the surrender and cancellation of all of the debentures held by Yorkville, which at that time included the 2022 Debentures, the\nnew convertible debentures issued to Yorkville on February 6, 2024 and August 30, 2024 (the “2024 Debentures”),\nand the New Commitment Debenture (if issued) (the “Debt Conversion”).

On February 12, 2025, Sono N.V. and Yorkville entered into an Omnibus Amendment to Transaction Documents\n(the “First Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities\nPurchase Agreement to, among other things, provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a\n$1,000,000 secured convertible debenture.

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On March 25, 2025, Sono N.V. and Yorkville entered into a third Omnibus Amendment to Transaction Documents\n(the “Third Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities\nPurchase Agreement to, among other things, provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a\nsecond $1,000,000 secured convertible debenture.

On April 24, 2025, Sono N.V. and Yorkville entered into a fourth Omnibus Amendment to Transaction Documents\n(the “Fourth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities\nPurchase Agreement to, among other things, provide for an immediate advance by Yorkville to Sono N.V. of $500,000 in the form of a secured\nconvertible debenture in the aggregate principal amount of $500,000.

On May 26, 2025, Sono N.V. and Yorkville entered into a fifth Omnibus Amendment to Transaction Documents\n(the “Fifth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities\nPurchase Agreement to, among other things, provide for an immediate advance by Yorkville to Sono N.V. of $750,000 in the form of a secured\nconvertible debenture in the aggregate principal amount of $750,000.

On August 6, 2025, Sono N.V. and Yorkville entered into an eighth Omnibus Amendment to Transaction Documents\n(the “Eighth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities\nPurchase Agreement to, among other things, provide for an immediate advance by Yorkville to Sono N.V. of $190,000 in the form of a secured\nconvertible debenture in the aggregate principal amount of $190,000.

On August 15, 2025, Sono N.V. and Yorkville entered into a ninth Omnibus Amendment to Transaction Documents\n(the “Ninth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities\nPurchase Agreement to, among other things, provide for an immediate advance by Yorkville to Sono N.V. of EUR300,000 ($350,540 at conversion\nrate of 1.1685) in the form of a secured convertible debenture in the aggregate principal amount of $350,540.

On September 5, 2025, Sono N.V. and Yorkville entered into a tenth Omnibus Amendment to Transaction Documents\n(the “Tenth Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities\nPurchase Agreement to, among other things, (1) increase the aggregate principal amount of the debenture by an additional $2,200,000 for\na total of $7,200,000, and (2) provide for an immediate advance by Yorkville to Sono N.V. of $3,409,460, which comprises the remaining\n$1,209,460 of the original $5,000,000 commitment and the entirety of the additional $2,200,000 commitment, in the form of a secured convertible\ndebenture in the aggregate principal amount of $3,409,460.

On January 26, 2026, Sono N.V. issued a convertible debenture to Yorkville in the aggregate principal\namount of $600,000.

On February 19, 2026, Sono N.V. issued a convertible debenture to Yorkville in the aggregate principal\namount of $750,000.

On March 10, 2026, Sono N.V. issued a pre-funded warrant to Yorkville to purchase up to 283,367 Sono N.V.\nOrdinary Shares at an exercise price of $0.01 (€0.01) per share, for aggregate gross proceeds of approximately $2,000,004.29.

On March 10, 2026, Sono N.V. issued a convertible debenture to Yorkville in the aggregate principal amount\nof $3,000,000, maturing on March 10, 2027.

\n \n \n \n \n

On April 28, 2026, Sono N.V. issued a convertible debenture to Yorkville in the aggregate principal amount of $700,000, maturing on April 28, 2027.

Limited grant funding from government and public research institutions, supporting the development of\nour proprietary solar technology, which has been classified within discontinued operations.

Limited revenues from sale of prototypes, our solar products and services, which have been classified\nwithin discontinued operations.

Our cash outflows during the six months ended June 30, 2026 were principally\ndriven by:

General and administrative expenses, primarily professional fees, public-company and SEC reporting costs\nand other holding-company overhead.

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Purchases of Bitcoin in connection with the digital asset treasury strategy.

Cash used in the operations of Sono Motors GmbH, which have been classified within discontinued operations.

Liquidity Outlook and Ability to Continue as a Going Concern

Sono N.V. has incurred recurring operating losses and historically negative\ncash flows from operations since inception, primarily attributable to the operations of Sono Motors GmbH, which has been classified as\na discontinued operation for all periods presented; on May 4, 2026, Sono N.V. sold and transferred 100% of the outstanding share capital\nof Sono Motors GmbH to third-party purchasers. For the six months ended June 30, 2026, Sono N.V. recorded a loss from continuing operations\nof $3,335 thousand and a net loss of $5,792 thousand, and as of June 30, 2026 had cash and cash equivalents of $166 thousand, Bitcoin\nwith a fair value of $4,118 thousand and an accumulated deficit of $339.2 million. These conditions raise substantial doubt about Sono\nN.V.’s ability to continue as a going concern.

During the six months ended June 30, 2026, management completed\nfinancing transactions and strategic actions related to Sono N.V.’s transition to the digital asset treasury strategy and its\nexit from legacy solar operations. These actions, which are more fully described under “Sources and Uses of\nLiquidity” above and in Note 3 (Liquidity and Going Concern Analysis), Note 4 (Discontinued Operations and Assets and\nLiabilities Held for Sale), Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) to the unaudited condensed\nconsolidated financial statements included in Part I, Item 1 of our Second Quarter 2026 Quarterly Report, included: (i) raising\naggregate gross proceeds of approximately $7.1 million through the issuance of convertible debentures to Yorkville on January 26,\n2026, February 19, 2026 and March 10, 2026, respectively, in the aggregate principal amount of $4.35 million (collectively, the\n“Q1 2026 Debentures”), the issuance to Yorkville on March 10, 2026 of a pre-funded warrant for aggregate\nproceeds of $2.0 million, and the issuance by Sono N.V. to Yorkville on April 28, 2026 of a convertible debenture in the aggregate\nprincipal amount of $700 thousand (the “April 2026 Debenture”); (ii) using a substantial portion of the\nproceeds to implement the digital asset treasury strategy, including the acquisition of Bitcoin and entry into an institutional\nframework with Blockchain.com in the form of the ISDA Master Agreement and the related Schedule and Credit Support Annex; and (iii)\nterminating all current and future funding commitments to Sono Motors GmbH and completing Sono N.V.’s exit from the legacy\nsolar operations through the execution and consummation of the SPA pursuant to which Sono Motors GmbH was sold on May 4, 2026, which\nmanagement expects to reduce certain of Sono N.V.’s ongoing cash outflows. These actions are relevant to management’s\nliquidity plans and operating strategy, but they did not alleviate substantial doubt about Sono N.V.’s ability to continue as\na going concern.

Management’s plans to address these conditions include obtaining\nadditional financing through further issuances of debt and equity securities, including pursuant to Sono N.V.’s effective shelf\nregistration statement, sales of a portion of Sono N.V.’s Bitcoin holdings, and premium income generated from writing covered call\noptions pursuant to the digital asset treasury strategy. Sono N.V.’s Bitcoin holdings serve as collateral for outstanding written\ncovered call options, which are written on a weekly basis, and are available for sale upon expiration of the applicable options. There\ncan be no assurance that additional financing will be available in amounts or on terms acceptable to Sono N.V., if at all, or that sales\nof digital assets, at then-prevailing prices, together with premium income, will be sufficient to fund Sono N.V.’s obligations as\nthey become due. In addition, Sono N.V. expects to continue to incur professional fees and other transaction costs in connection with\nthe proposed Redomiciliation Transaction, the completion of which is not assured.

Sono N.V.’s ability to maintain adequate liquidity remains subject\nto significant uncertainties, including, among other things, the price volatility and liquidity characteristics of digital assets, the\nterms and potential collateral requirements of transactions entered into in connection with the digital asset treasury strategy pursuant\nto the Credit Support Annex, Sono N.V.’s continuing obligations under the lease for the Munich premises formerly used by Sono Motors\nGmbH, the contemplated transfer of which has not been completed as a result of the preliminary insolvency proceedings opened with respect\nto Sono Motors GmbH in June 2026, as described under “Recent Developments” above, and the maturities in 2027 of the\nconvertible debentures issued during the six months ended June 30, 2026, which may require us to negotiate a refinancing or conversion\nprior to or at maturity. Based upon this uncertainty, management has concluded that there is substantial doubt that Sono N.V. will continue\nas a going concern.

See Note 3 (Liquidity and Going Concern Analysis) to the unaudited\ncondensed consolidated financial statements included in Part I, Item 1 of our Second Quarter 2026 Quarterly Report for additional\ninformation.

Cash Flows

The table below summarizes our cash flows (used in) from operating, investing\nand financing activities for the six months ended June 30, 2026 and 2025.

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Cash provided by (used in):	2026		2025
Operating activities		(2,089	)	(5,353	)
Investing activities		(5,000	)	-
Financing activities		7,050		5,397
Effect of exchange-rate changes on cash		-		-
Net increase (decrease) in cash and cash equivalents		(39	)	44
Cash and cash equivalents, beginning of period		205		100
Cash and cash equivalents, end of period		166		144

Net cash provided by / (used in) operating activities

Net cash used in operating activities was $2,089 thousand for the six\nmonths ended June 30, 2026, compared to net cash used in operating activities of $5,353 thousand for the six months ended June 30, 2025.\nThe current period reflects a net loss of $5,792 thousand adjusted for noncash items, including the $1,101 thousand loss on deconsolidation\nof Sono Motors GmbH, $890 thousand of digital asset treasury loss, net, $424 thousand of amortization of debt discount and the $462 thousand\nnet gain on change in fair value of debt and derivative instruments, together with a $1,078 thousand increase in accounts payable and\naccrued liabilities and $189 thousand of accrued interest payable, partially offset by $708 thousand of cash funding of discontinued\noperations. The prior-year period reflects net income of $8,778 thousand adjusted for the $12,191 thousand noncash gain on change in\nfair value of convertible notes payable carried at fair value, together with the changes in operating assets and liabilities and the\nfunding of the disposal group presented in the unaudited condensed consolidated statements of cash flows.

Net cash used in operating activities presented above reflect only the\ncontinuing operations of Sono N.V. See Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale) for cash flow information\nrelated to the discontinued operations of Sono Motors GmbH, including the operating cash use of the disposal group and the cash of Sono\nMotors GmbH derecognized upon deconsolidation.

Net cash used in investing activities

Net cash used in investing activities was $5,000 thousand for the six\nmonths ended June 30, 2026, reflecting purchases of Bitcoin in connection with the digital asset treasury strategy. Investing activities\nprovided no cash flows for the six months ended June 30, 2025.

Net cash provided by financing activities

Net cash provided by financing activities was $7,050 thousand for the\nsix months ended June 30, 2026, resulting from gross proceeds of $4,350 thousand received in connection with the issuance of the Q1 2026\nDebentures, gross proceeds of $2,000 thousand received in connection with the issuance to Yorkville on March 10, 2026 of the pre-funded\nwarrant, and gross proceeds of $700 thousand received in connection with the issuance of the April 2026 Debenture. Net cash provided\nby financing activities was $5,397 thousand for the six months ended June 30, 2025, resulting from net draws on convertible notes accounted\nfor under the fair-value election.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations\nis based on our financial statements, which have been prepared in accordance with U.S. GAAP.

The preparation of our consolidated financial statements in conformity\nwith U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the\ndate of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our\nestimates on historical experience, known trends and other market-specific or relevant factors that we believe to be reasonable under\nthe circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience.\nChanges in estimates are recorded in the period in which they become known. If actual results differ from our estimates, or to the extent\nthese estimates are adjusted in future periods, our results of operations could either benefit from or be adversely affected by any such\nchange in estimate.

See Note 2 to Sono N.V.’s consolidated financial statements included in Part II, Item 8 of\nour 2025 Annual Report and in Part I, Item 1 of our Second Quarter 2026 Quarterly Report, for a summary of significant accounting\npolicies and the effect on our consolidated financial statements. There have been no material changes to our critical accounting estimates\nfrom those disclosed in Part II, Item 8 of our 2025 Annual Report, except for the addition of digital asset and derivative liability fair-value\nmeasurement and the change in Sono N.V.’s reporting currency from the euro to the U.S. dollar effective January 1, 2026 described\nin Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) to the unaudited condensed consolidated\nfinancial statements included in Part I, Item 1 of our Second Quarter 2026 Quarterly Report.

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Security Ownership Of Certain\nBeneficial Owners And Management

The following table and accompanying footnotes set forth information known\nto Sono N.V. regarding (i) the actual beneficial ownership of Sono N.V., as of October 5, 2026, and (ii) the expected beneficial ownership\nof Sono Delaware immediately following consummation of the proposed Redomiciliation Transaction, by:

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our issued\nand outstanding Sono N.V. Ordinary Shares (including, on an as-converted basis, our Sono N.V. High Voting Shares and Sono N.V. Preferred\nShares, which under our Existing Articles are convertible into Sono N.V. Ordinary Shares at any time at the option of the holder in accordance\nwith the terms thereof);

each of our directors, consisting of each current member of the Supervisory Board and the Management Board;

each of our NEOs for the fiscal year ended December 31, 2025; and

all of our directors and NEOs, as a group.

Beneficial ownership is determined in accordance with the rules of the\nSEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership\nincludes any shares over which the individual has sole or shared voting power or investment power, as well as any shares that the individual\nhas the right to acquire within 60 days of October 5, 2026 through the exercise of any option, warrant or other right.

The beneficial ownership of our Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and\nSono N.V. Preferred Shares is based on 3,720,162 Sono N.V. Ordinary Shares (consisting of (x) 1,424,834 Sono N.V. Ordinary Shares outstanding\nas reported on the Form 10-Q filed August 14, 2026, plus (y) 283,500 Sono N.V. Ordinary Shares issued in the registered direct offering,\nplus (z) an aggregate of 2,011,828 Sono N.V. Ordinary Shares issued prior to the date hereof upon the conversion of an aggregate of 67.0593\nSono N.V. Preferred Shares in accordance with the Existing Articles and the Exchange Agreement), 40,000 Sono N.V. High Voting Shares and\n1,317.5000 Sono N.V. Preferred Shares issued and outstanding as of October 5, 2026. Unless otherwise noted in the footnotes to the following\ntable, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect\nto the shares they beneficially own.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Before the Redomiciliation Transaction		After the Redomiciliation Transaction
Name of Beneficial Owner(1)	\n Sono N.V. \n Ordinary Shares	\n Sono N.V. \n High Voting Shares	Sono N.V. Preferred Shares		\n Class A \n Common Stock	\n Class B \n Common Stock	Series A Preferred Stock	Combined Voting Power
Number	Percent	Number	Percent	Number	Percent		Number	Percent	Number	Percent	Number	Percent
*5% or Greater Shareholders:*
SVSE LLC (2)(6)	230,751	6.20%	40,000	100.00%	-	-		230,751	6.20%	40,000	100.00%	-	-	23.83%
Bambino 255. V V UG (3)	141,916	3.81%	-	-	-	-		141,916	3.81%	-	-	-	-	2.75%
Cantor Fitzgerald & Co. (4)	99,600	2.68%	-	-	-	-		99,600	2.68%	-	-	-	-	1.93%
YA II PN, Ltd. (5)(6)	70,000	1.88%	-	-	1,298	98.52%		70,000	1.88%	-	-	1,298	98.52%	4.99%
Anson Funds (7)	142,000	3.82%	-	-	-	-		142,000	3.82%	-	-	-	-	2.75%
Alpine Fox, LP (8)	315,295	8.48%	-	-	-	-		315,295	8.48%	-	-	-	-	6.10%
Paul Misir (9)	93,633	2.52%	-	-	-	-		93,633	2.52%	-	-	-	-	1.82%
Chris Kelly (9)	56,180	1.51%	-	-	-	-		56,180	1.51%	-	-	-	-	1.08%
Kelly Ventures (9)	37,453	1.01%	-	-	-	-		37,453	1.01%	-	-	-	-	0.73%
Internal Market Fund, LLC (9)	21,610	* %	-	-	-	-		21,610	* %	-	-	-	-	* %
Reince Priebus (9)	21,610	* %	-	-	-	-		21,610	* %	-	-	-	-	* %
Chris Larsen (9)	21,610	* %	-	-	-	-		21,610	* %	-	-	-	-	* %
Demetri Argyropoulos (9)	11,236	* %	-	-	-	-		11,236	* %	-	-	-	-	* %
Demetri Daphnis (9)	9,363	* %	-	-	-	-		9,363	* %	-	-	-	-	* %
Jon Ricketts (9)	10,805	* %	-	-	-	-		10,805	* %	-	-	-	-	* %
*NEOs and Directors:*
David Dodge	-	-	-	-	-	-		-	-	-	-	-	-	-
Christopher Schreiber	-	-	-	-	-	-		-	-	-	-	-	-	-
Owen May	-	-	-	-	-	-		-	-	-	-	-	-	-
Kevin McGurn	-	-	-	-	-	-		-	-	-	-	-	-	-
Martin Scott Calhoun	-	-	-	-	-	-		-	-	-	-	-	-	-
George O’Leary (2)(6)	230,751	6.20%	40,000	100.00%	-	-		230,751	6.20%	40,000	100.00%	-	-	23.83%
*All NEOs and directors as a group (6 persons)*	230,751	6.20%	40,000	100.00%	-	-		230,751	6.20%	40,000	100.00%	-	-	23.83%

____________

*Less than 1%.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(1)	Unless otherwise indicated below, the address for each beneficial owner listed is c/o Sono Group N.V., 4965 Trinidad Drive, Land O’ Lakes, Florida 34639, United States of America.

	(2)	SVSE, LLC is the holder of record of the Sono N.V. Ordinary Shares and Sono N.V. High Voting\nShares presented in the table above. George O’Leary, who previously served as Sono N.V.’s sole managing director and Chief\nExecutive Officer and was an NEO of Sono N.V. during our 2025 fiscal year, is currently the sole member of SVSE and, as a result, has\nvoting control over the shares held of record by SVSE. George O’Leary was appointed as our managing director and Chief Executive\nOfficer at the extraordinary general meeting of Sono N.V.’s shareholders held on January 31, 2024. George O’Leary was also\nappointed as our Chief Financial Officer at the extraordinary general meeting held on January 31, 2024, a role in which he served until\nMartin Scott Calhoun was appointed as our Chief Financial Officer on December 30, 2024. On September 9, 2025, George O’Leary informed\nthe Supervisory Board that following the uplisting of the Sono N.V. Ordinary Shares to Nasdaq, he would be resigning as the Chief Executive\nOfficer of Sono N.V. and its subsidiaries effective as of September 9, 2025. George O’Leary remained Sono N.V.’s sole\nstatutory managing director (and sole member of the Management Board) through December 31, 2025. SVSE has delivered an irrevocable\nproxy to the Management Board and the Supervisory Board directing that all of the shares held by SVSE will be voted in favor of the Redomiciliation\nProposal, the Merger Proposal and the Nasdaq Share Authorization Proposal at the Special Meeting.

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(3)	Based on a Schedule 13G filed with the SEC on July 8, 2026 and a Form 144 filed with the SEC on August\n10, 2026, Bambino 255. V V UG beneficially owns 141,916 of the Sono N.V. Ordinary Shares (after giving effect to the Reverse Share Split),\nand has sole and dispositive power with respect to all of such shares. The address of Bambino 255. V V UG’s principal address is\nc/o Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Markgrafenstraße 33, 10117 Berlin, Germany.

	(4)	Based on Schedule 13G filed February 13, 2026 by Cantor Fitzgerald Securities, Cantor Fitzgerald &\nCo., Cantor Fitzgerald, L.P., CF Group Management, Inc. and Brandon G. Lutnick. Cantor Fitzgerald & Co. is the record holder; the\nother reporting persons may be deemed to share voting and/or dispositive power as described therein and disclaim beneficial ownership\nin excess of their pecuniary interest. The address of the reporting persons is 110 East 59th Street, New York, New York 10022.

	(5)	Yorkville is the holder of the Sono N.V. Preferred Shares presented in the table above. Such\nshares were issued in the Debt Conversion (as defined herein) pursuant to the Exchange Agreement (as defined herein) in September 2025.\nEach Sono N.V. Preferred Share is convertible into 30,000 Sono N.V. Ordinary Shares, subject to the terms of the Exchange Agreement. Pursuant\nto Section 4(g) of the Exchange Agreement, Yorkville may not convert Sono N.V. Preferred Shares to the extent that, after giving effect\nto such conversion, Yorkville (together with its affiliates) would beneficially own more than 4.99% of the number of outstanding Sono\nN.V. Ordinary Shares or the voting power of the Sono N.V. Ordinary Shares, which limitation may be waived by Yorkville in its sole discretion\nupon not less than 65 days’ prior notice to Sono N.V. The Sono N.V. Preferred Shares held by Yorkville are entitled to 30,000 votes\nfor each Sono N.V. Preferred Share under our Existing Articles, subject to a contractually agreed voting blocker equal to 4.99% of the\ncombined voting power in the share capital of Sono N.V. as of the record date for the applicable action to be taken by Sono N.V.’s\nshareholders. In connection with the Letter of Intent for the proposed Sports One combination, Yorkville has entered into the Sports One\nCall Option Agreement with an affiliate of Sports One pursuant to which the affiliate has the right to acquire up to 700 Sono N.V. Preferred\nShares from Yorkville. Pursuant to the Sports One Call Option Agreement, Yorkville has agreed not to dispose of or convert the 700 Sono\nN.V. Preferred Shares subject thereto prior to the expiration of the Sports One Call Option.

	(6)	The securities held by SVSE are subject to a Pledge Agreement, dated February 5, 2024, by and between SVSE and Yorkville, pursuant to which the securities would accrue to Yorkville in the event that Sono N.V. defaults on certain of its payment obligations to Yorkville. In addition, if Yorkville and SVSE enter into a call option agreement (the “*Call Option Agreement”), as is currently intended, SVSE will agree to provide Yorkville with a call option (the “Call Option*”) that would enable Yorkville, at its discretion, to purchase all of the Sono N.V. Ordinary Shares and Sono N.V. High Voting Shares held by SVSE in one or more transactions, prior to 5:00 p.m. Eastern time on the four-year anniversary of the date of the Call Option Agreement, subject to certain limitations; provided, that Yorkville may not exercise the Call Option if, after giving effect to such exercise, Yorkville and any of its affiliates would beneficially own more than 4.99% of (i) the number of Sono N.V. High Voting Shares outstanding, (ii) the number of Sono N.V. Ordinary Shares outstanding, or (iii) the voting power of the total capital of Sono N.V. (including due to the voting rights of the Sono N.V. High Voting Shares), provided further that such ownership limitations may be waived by Yorkville upon not less than 65 days’ prior notice to Sono N.V.

	(7)	Based on a Schedule 13G/A filed with the SEC on August 14, 2026 by Anson Funds Management LP (d/b/a\nAnson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of\nAnson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director\nof Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc. The filing reports shared voting power and shared dispositive\npower with respect to such shares, which were purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors\nInc. serve as co-investment advisors (collectively, the “*Funds*”). Anson Funds Management LP and Anson Advisors\nInc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the shares held by the Funds. As the general\npartner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the shares held by the Funds. As\nthe principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the shares held\nby the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the shares\nheld by the Funds. The address for Anson Funds Management LP, Anson Management GP LLC and Mr. Moore is 16000 Dallas Parkway, Suite 800,\nDallas, Texas 75248. The address for Anson Advisors Inc., Mr. Nathoo and Mr. Kassam is 181 Bay Street, Suite 4200 Toronto, ON, M5J 2T3.

	(8)	Based on a Schedule 13D filed with the SEC on October 1, 2026 by Alpine Fox Capital LLC, a Nevada\nlimited liability company operating as an exempt reporting adviser, and Alpine Fox, LP, a Delaware limited partnership operating as an\ninvestment fund exempt from the registration requirements of the Investment Company Act by Section 3(c)(1). The securities reported in\nthe table above are held directly by Alpine Fox, LP, which shares voting and dispositive power over such securities with Alpine Fox Capital\nLLC by virtue of Alpine Fox Capital LLC’s position as the general partner of Alpine Fox, LP. Each of such reporting persons may\nbe deemed the beneficial owner of such securities. The address of the reporting persons is 304 S. Jones Blvd, #155, Las Vegas, NV 89107.

	(9)	Based on Schedule 13D filed September 8, 2026 by Christopher Kelly, Kelly Ventures I LP, Paul\nMisir, Michael Spanos, Reince Priebus, Chris Larsen, Demetri Argyropoulos, Demetri Daphnis and Jon Ricketts (collectively, the “*Sports\nOne Reporting Persons*”). The Sports One Reporting Persons acquired an aggregate of 283,500 Sono N.V. Ordinary Shares in\na registered direct offering concurrent with the entry into the Letter of Intent with Sports One. The Sports One Reporting Persons may\nbe deemed to be a “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each of the Sports One Reporting Persons\n(other than Christopher Kelly with respect to Kelly Ventures I LP) disclaims beneficial ownership of the Sono N.V. Ordinary Shares beneficially\nowned by the other members of the group. The individual beneficial ownership of each Sports One Reporting Person is as follows: Christopher\nKelly — 93,633 Sono N.V. Ordinary Shares (including 37,453 held by Kelly Ventures I LP, of which Mr. Kelly is the founder and a\nprincipal); Paul Misir — 93,633 Sono N.V. Ordinary Shares; Internal Market Fund, LLC (of which Michael Spanos is a managing partner\nand thus he may be deemed a beneficial owner of the shared held directly by Internal Market Fund, LLC) — 21,610 Sono N.V. Ordinary\nShares; Reince Priebus — 21,610 Sono N.V. Ordinary Shares; Chris Larsen — 21,610 Sono N.V. Ordinary Shares; Demetri Argyropoulos\n— 11,236 Sono N.V. Ordinary Shares; Demetri Daphnis — 9,363 Sono N.V. Ordinary Shares; and Jon Ricketts — 10,805 Sono\nN.V. Ordinary Shares. The address of each of the Sports One Reporting Persons is c/o Sports One, 45 Catalpa Drive, Atherton, CA 94027.

		In connection with the Letter of Intent, each of the Sports One Reporting Persons (other than\nReince Priebus) has entered into a lock-up agreement with Sports One restricting transfers of their Sono N.V. Ordinary Shares for 180\ndays, subject to customary exceptions. Reince Priebus has entered into a separate lock-up agreement with Sports One on similar terms.\nIn addition, an affiliate of certain of the Sports One Reporting Persons has entered into the Sports One Call Option Agreement with Yorkville\nto acquire up to 700 Sono N.V. Preferred Shares (representing approximately half of the outstanding Sono N.V. Preferred Shares). See the\ndescription of the Sports One transaction under “Business Overview—The Sports One Transaction” for additional\ninformation.

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Certain Relationships And Related\nParty Transactions

The persons who will serve as directors and executive officers of Sono\nDelaware after giving effect to the Redomiciliation Transaction are expected to be the same persons currently serving as statutory and\nacting directors and executive officers of Sono N.V. Except as described in this proxy statement/prospectus, the information required\nto be disclosed with respect to Sono N.V., each statutory and acting director and executive officer of Sono N.V., and their respective\naffiliates and related parties, is incorporated herein by reference from our 2025 Annual Report as filed with the SEC on April 1,\n2026 and our Second Quarter 2026 Quarterly Report as filed with the SEC on August 14, 2026.

Sono Delaware Indemnification Agreements

Sono Delaware intends to enter into separate indemnification agreements\nwith its directors and executive officers, in addition to the indemnification provided for in the Proposed Organizational Documents. These\nagreements, among other things, will require Sono Delaware to indemnify its directors and executive officers for certain expenses, including\nattorneys’ fees, judgments, fines, and settlement amounts incurred by a director or executive officer in any action or proceeding\narising out of their services as one of Sono Delaware’s directors or executive officers or as a director or executive officer of\nany other company or enterprise to which the person provides services at Sono Delaware’s request. Sono Delaware believes that these\nprovisions in the Proposed Organizational Documents and indemnification agreements are necessary to attract and retain qualified persons\nas directors and officers.

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Description Of Sono Delaware\nSecurities

The following summary of certain material provisions of Sono Delaware’s\nsecurities, following completion of the Redomiciliation Transaction, does not purport to be complete and is subject to the provisions\nof the Proposed Charter, the Proposed Bylaws and applicable law. This summary is qualified by the complete text of the Proposed Charter\nand Proposed Bylaws to be in effect upon completion of the Redomiciliation Transaction pursuant to the Plan of Domestication, which will\nbe substantially in the forms attached as Annex C and Annex D, respectively, to this proxy statement/prospectus. We encourage\nyou to read those documents carefully.

There are differences between the Existing Articles and the Proposed Organizational\nDocuments as they are expected to be in effect upon completion of the Redomiciliation Transaction, especially relating to changes that\nare required by Delaware law. For example, certain provisions of the Existing Articles were not replicated in the Proposed Organizational\nDocuments because the DGCL would not permit such replication. In addition, the Proposed Organizational Documents provide for certain other\nprovisions customarily provided for with respect to publicly-traded Delaware corporations. See “Comparison of Shareholder Rights\nbetween Dutch Law and Delaware Law” for additional information.

Authorized Shares

As of October 5, 2026, we expect that our authorized capital stock following\nthe Redomiciliation Transaction will consist of 520,000,000 shares, consisting of: (i) 510,000,000 authorized shares of New Common\nStock, consisting of 500,000,000 authorized shares of Class A Common Stock and 10,000,000 authorized shares of Class B Common Stock,\nand (ii) 10,000,000 authorized shares of New Preferred Stock, of which 1,317.5000 shares will be designated as Series A Preferred Stock.

Unless otherwise required, we will issue all shares of our capital stock\nin uncertificated form.

New Common Stock

As of October 5, 2026, we expect that after giving effect to the Redomiciliation\nTransaction, there will be approximately 3,760,162 shares of New Common Stock issued and outstanding, consisting of (i) 3,720,162 shares\nof Class A Common Stock and (ii) 40,000 shares of Class B Common Stock.

Voting rights. Except as otherwise required\nby law or the Proposed Charter (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of Sono\nDelaware, the holders of the shares of New Common Stock shall have the exclusive right to vote for the election of directors and on all\nother matters properly submitted to a vote of the stockholders of Sono Delaware. Subject to the rights of the holders of any series of\nNew Preferred Stock then issued and outstanding, voting separately by class or series, to elect directors pursuant to the terms of a Preferred\nStock Designation, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person\nor represented by proxy at the meeting and entitled to vote thereon. Notwithstanding the foregoing, except as otherwise required by law\nor the Proposed Charter (including any Preferred Stock Designation), the holders of New Common Stock shall not be entitled to vote on\nany amendment to the Proposed Charter (including any amendment to any Preferred Stock Designation) that relates solely to the terms of\none or more outstanding series of New Preferred Stock if the holders of such affected series of New Preferred Stock are entitled, either\nseparately or together with the holders of one or more other such series, to vote thereon pursuant to the Proposed Charter (including\nany Preferred Stock Designation) or the DGCL.

Dividend rights. Subject to applicable\nlaw and the rights, if any, of the holders of any outstanding series of New Preferred Stock (including pursuant to any Preferred Stock\nDesignation), the holders of the shares of New Common Stock shall be entitled to receive such dividends and other distributions (payable\nin cash, property or capital stock of Sono Delaware) when, as and if declared by the Sono Delaware Board from time to time out of any\nassets or funds of Sono Delaware legally available therefor and shall share equally on a per share basis in such dividends and distributions.

Rights upon liquidation. Subject to applicable\nlaw, in the event of any voluntary or involuntary liquidation, dissolution or winding up of Sono Delaware, the holders of New Common Stock\nwill be entitled to receive our net assets available for distribution to stockholders, ratably in proportion to the number of shares of\nNew Common Stock held by them, after the payment in full of all debts and other liabilities and subject to the liquidation rights and\npreferences of the Series A Preferred Stock then issued and outstanding, as further described herein, and to any liquidation rights and\npreferences of any series of New Preferred Stock that we may designate and issue in the future pursuant to a Preferred Stock Designation.

Other rights. Subject to applicable law,\nSono Delaware will have the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from Sono\nDelaware any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s)\napproved by the Sono Delaware Board. The Sono Delaware Board will be empowered to set the exercise price, duration, times for exercise\nand other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares\nof capital stock issuable upon exercise thereof may not be less than the par value thereof. Holders of New Common Stock will have no preemptive,\nsubscription or redemption rights. There will be no sinking fund provisions applicable to our New Common Stock. The rights, preferences\nand privileges of holders of New Common Stock will be subject to, and may be adversely affected by, the rights of the holders of shares\nof any series of New Preferred Stock outstanding or that we may designate and issue in the future.

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Class A Common Stock

Voting rights. Holders of Class A Common Stock\nwill be entitled to one vote for each share held on all matters submitted to a vote of stockholders and will not have cumulative voting\nrights.

No conversion rights. Shares of Class A Common\nStock will not be convertible into any other class or series of capital stock of Sono Delaware.

Class B Common Stock

Voting rights. Holders of Class B Common Stock\nwill be entitled to 25 votes for each share held on all matters submitted to a vote of stockholders and will not have cumulative voting\nrights.

Optional conversion. Under the Proposed Charter,\neach issued and outstanding share of Class B Common Stock will be convertible into one fully paid and nonassessable share of Class A Common\nStock at the option of the holder thereof at any time upon written notice to Sono Delaware.

New Preferred Stock

Under the terms of the Proposed Charter, the Sono Delaware Board will have\nthe authority to issue without stockholder approval shares of New Preferred Stock from time to time on terms it may determine, to divide\nshares of New Preferred Stock into one or more series, and to fix the designations, preferences, privileges, and restrictions of New Preferred\nStock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and\nthe number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The terms of\nany new series of New Preferred Stock shall be stated in resolutions adopted by the Sono Delaware Board providing for the issuance of\nsuch series of New Preferred Stock and included in a Preferred Stock Designation filed pursuant to the DGCL. The issuance of New Preferred\nStock could have the effect of decreasing the trading price of the New Common Stock, restricting dividends on the capital stock of Sono\nDelaware, diluting the voting power of the New Common Stock, impairing the liquidation rights of the capital stock of Sono Delaware, or\ndelaying or preventing a change in control of Sono Delaware.

Other than the shares of Series A Preferred Stock into which the LuxCo\nPreferred Shares will convert upon effectiveness of the Redomiciliation Transaction, we have no present plans to issue any shares of any\nseries of New Preferred Stock.

Series A Preferred Stock

Upon effectiveness of the Redomiciliation Transaction, we expect that\nthere will be 1,317.5000 shares of Series A Preferred Stock issued and outstanding.

Voting rights. Except as otherwise required\nby law or the Proposed Charter (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of Sono\nDelaware, the holders of Series A Preferred Stock shall have the right to vote on all matters properly submitted to a vote of the stockholders\nof Sono Delaware. Under the Proposed Charter, holders of Series A Preferred Stock will be entitled to one vote for each whole share of\nClass A Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date\nfor determining stockholders entitled to vote on such matters.

Dividend rights. Subject to applicable\nlaw and the rights, if any, of the holders of any outstanding series of New Preferred Stock (including pursuant to any Preferred Stock\nDesignation), the holders of outstanding shares of Series A Preferred Stock shall be entitled to receive dividends, when, as and if declared\nby the Sono Delaware Board, concurrently and on a pari passu basis with the holders of outstanding shares of New Common Stock and\non an as-converted to Class A Common Stock basis, out of any assets of Sono Delaware available for distribution to its stockholders.

Rights upon liquidation. Subject to applicable\nlaw, in the event of any voluntary or involuntary liquidation, dissolution or winding up of Sono Delaware, the holders of outstanding\nSeries A Preferred Stock will be entitled to be paid out of any assets of Sono Delaware available for distribution to its stockholders,\nbefore any payment shall be made to the holders of New Common Stock in respect of their shares, an amount equal to the original issue\nprice per share of Series A Preferred Stock, which under our Proposed Charter is an amount equal to $30,000 per share (subject to appropriate\nadjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A\nPreferred Stock), plus any dividends accrued or declared but unpaid thereon, subject to any liquidation rights and preferences of any\nseries of New Preferred Stock that we may designate and issue in the future pursuant to a Preferred Stock Designation.

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Optional conversion. Under the Proposed\nCharter, each issued and outstanding share of Series A Preferred Stock will be convertible into 30,000 fully paid and nonassessable shares\nof Class A Common Stock at the option of the holder thereof at any time upon written notice to Sono Delaware.

Preemptive rights. Under the Proposed\nCharter, Sono Delaware shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale\nor exchange, (a) any shares of the capital stock of Sono Delaware, (b) any option, warrant or other right to subscribe for, purchase\nor otherwise acquire any capital stock of Sono Delaware, or (c) any securities convertible into capital stock of Sono Delaware (collectively,\nthe “Offered Securities”; provided, that “Offered Securities” shall not include any shares of capital\nstock of Sono Delaware (i) issued against consideration other than in the form of cash or (ii) issued to employees of Sono Delaware or\nany subsidiary of Sono Delaware (collectively, “Preemptive Rights Excluded Securities”)), unless in each such\ncase Sono Delaware shall have first complied with the provisions of our Proposed Charter relating to the preemptive rights of the Series\nA Preferred Stock. Sono Delaware shall deliver to each holder of the Series A Preferred Stock a written notice of any proposed or\nintended issuance, sale or exchange of Offered Securities (each, an “Offer”), which Offer shall (1) identify\nand describe the Offered Securities, (2) describe the price and other terms upon which they are to be issued, sold or exchanged, and the\nnumber or amount of the Offered Securities to be issued, sold or exchanged, (3) identify the persons or entities (if known) to which or\nwith which the Offered Securities are to be offered, issued, sold or exchanged, and (4) offer to issue and sell to or exchange with such\nholder of the Series A Preferred Stock (A) a pro rata portion of the Offered Securities determined by dividing (x) the aggregate number\nof shares of New Common Stock then held by such holder of the Series A Preferred Stock (giving effect to the conversion of all shares\nof convertible New Preferred Stock then held by such holder) by (y) the total number of shares of New Common Stock then held by all holders\nof the Series A Preferred Stock (giving effect to the conversion of all outstanding shares of convertible New Preferred Stock then held\nby such holders) (such pro rata portion of the Offered Securities, the “Basic Amount”), and (B) any additional\nportion of the Offered Securities attributable to the Basic Amounts of other holders of the Series A Preferred Stock as such holder shall\nindicate it will purchase or acquire should the other holders subscribe for less than their Basic Amounts (the “Undersubscription\nAmount”). The rights of the holders of the Series A Preferred Stock under our Proposed Charter may be limited or excluded\nwith respect to any particular issuance, sale or exchange of Offered Securities, by the affirmative vote of the holders of shares of capital\nstock of Sono Delaware representing a majority of at least two thirds of the votes cast if less than half of the issued share capital\nis represented at a meeting.

Other rights. Holders of Series A Preferred\nStock will have no redemption rights. There will be no sinking fund provisions applicable to our Series A Preferred Stock. The rights,\npreferences and privileges of holders of Series A Preferred Stock will be subject to, and may be adversely affected by, the rights of\nthe holders of shares of any other series of New Preferred Stock outstanding or that we may designate and issue in the future.

Amendment of Proposed Charter or Proposed Bylaws

The DGCL generally provides that the affirmative vote of a majority of\nthe outstanding shares entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve\nsuch amendment, unless a corporation’s certificate of incorporation or bylaws, as applicable, imposes a higher voting standard.

The Proposed Charter will provide that the Sono Delaware Board has the\npower to adopt, amend or repeal the Proposed Bylaws with the approval of a majority of the Whole Board. In addition, the Proposed Charter\nwill provide that the Proposed Bylaws also may be adopted, amended or repealed by the stockholders, subject to the rights of the holders\nof any series of New Preferred Stock then issued and outstanding. Any such adoption, amendment or repeal of the Proposed Bylaws by the\nstockholders of Sono Delaware shall require, in addition to any vote of the holders of any class or series of stock of Sono Delaware required\nby law or by the Proposed Charter (including any Preferred Stock Designation), the affirmative vote of the holders of at least 66 2/3%\nof the voting power of all of the then outstanding shares of the capital stock of Sono Delaware entitled to vote generally in the election\nof directors, voting together as a single class.

The Proposed Charter can be amended in accordance with the DGCL which requires\napproval by the Sono Delaware Board and the stockholders of Sono Delaware.

Anti-Takeover Effects of Delaware Law and the Proposed Organizational\nDocuments

Certain provisions of the Proposed Organizational Documents and the DGCL\ncould have the effect of delaying, deferring, or discouraging another party from acquiring control of Sono Delaware or changing the composition\nof the Sono Delaware Board or management. These provisions may encourage persons seeking to acquire control of Sono Delaware to negotiate\nwith the Sono Delaware Board rather than pursue a non-negotiated takeover proposal or proxy contest. Among other things, the Proposed\nOrganizational Documents will:

provide for Series A Preferred Stock, the holders of which will vote together with the holders of New\nCommon Stock on an as-converted basis, with each share of Series A Preferred Stock convertible into 30,000 shares of Class A Common Stock;

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authorize the Sono Delaware Board to issue up to 9,998,599 shares of New Preferred Stock in one or more\nseries, with such rights, preferences and privileges as the Sono Delaware Board may designate, subject to the rights of any then-outstanding\nseries of New Preferred Stock and applicable law;

authorize the Sono Delaware Board to issue up to 9,960,000 shares of Class B Common Stock, with the rights,\npreferences and privileges set forth in the Proposed Charter including that the holders will be entitled to 25 votes per share on matters\nsubmitted to a vote of stockholders, subject to applicable law;

provide that the Sono Delaware Board will be classified into three classes of directors, with each class\nserving staggered three-year terms;

provide that, subject to the rights of holders of any series of New Preferred Stock, directors may be\nremoved only for cause and only by the affirmative vote required by the Proposed Charter;

provide that all vacancies, including newly created directorships, may, except as otherwise required by\nlaw and subject to the rights of holders of any series of New Preferred Stock, be filled only by the Sono Delaware Board (and not by stockholders),\nor by a majority of the directors then in office if less than a quorum is then in office, or by a sole remaining director;

prohibit action by written consent of the stockholders of Sono Delaware and require that any action of\nSono Delaware’s stockholders be taken at a duly called annual or special meeting of stockholders;

provide that special meetings of Sono Delaware’s stockholders may be called only by the chairperson\nof the Sono Delaware Board, the Chief Executive Officer of Sono Delaware, or the Sono Delaware Board pursuant to a resolution adopted\nby a majority of the Whole Board;

provide that the authorized number of directors may be changed only by a resolution adopted by a majority\nof the Whole Board; and

not provide for cumulative voting rights in the election of directors.

The Proposed Charter will also provide that certain provisions may be amended\nor repealed only by the affirmative vote of holders of at least 66 2/3% of the voting power of all then-outstanding shares of capital\nstock entitled to vote generally in the election of directors, voting together as a single class, in addition to any other vote required\nby law, the Proposed Charter or any applicable Preferred Stock Designation. These supermajority provisions include the Proposed Charter\nprovisions relating to the Sono Delaware Board, limited liability and indemnification, corporate opportunities, corporate powers, amendments\nto the Proposed Charter and exclusive forum provisions. In addition, stockholder amendments to the Proposed Bylaws will require the affirmative\nvote of holders of at least 66 2/3% of the voting power of all then-outstanding shares of capital stock entitled to vote generally in\nthe election of directors, voting together as a single class, in addition to any other vote required by law, the Proposed Charter, the\nProposed Bylaws or any applicable Preferred Stock Designation. Other provisions of the Proposed Charter and Proposed Bylaws may be amended\nin accordance with the DGCL, the Proposed Charter, the Proposed Bylaws and any applicable stock exchange rules, including any separate\nclass or series vote that may be required.

The combination of these provisions makes it more difficult for Sono Delaware’s\nexisting stockholders to replace the Sono Delaware Board as well as for another party to obtain control of us by replacing the Sono Delaware\nBoard. Since the Sono Delaware Board has the power to retain and discharge Sono Delaware’s officers, these provisions could also\nmake it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of\nundesignated New Preferred Stock and additional shares of Class B Common Stock under the Proposed Charter makes it possible for the Sono\nDelaware Board to issue New Preferred Stock with voting or other rights or preferences, or Class B Common Stock with voting rights, that\ncould impede the success of any attempt to change Sono Delaware’s control.

These provisions are intended to enhance the likelihood of continued stability\nin the composition of the Sono Delaware Board and its policies and to discourage coercive takeover practices and inadequate takeover bids.\nThese provisions are also designed to reduce Sono Delaware’s vulnerability to hostile takeovers and to discourage certain tactics\nthat may be used in proxy fights. However, such provisions could have the effect of discouraging proxy contests, tender offers, mergers\nor other attempts to acquire control of Sono Delaware, even if such transactions might otherwise benefit stockholders, and may have the\neffect of delaying changes in Sono Delaware’s control or management. As a consequence, these provisions may also inhibit fluctuations\nin the market price of Sono Delaware’s stock.

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Certain Anti-Takeover Provisions

Special Meetings of Stockholders

The Proposed Charter and the Proposed Bylaws will provide that special\nmeetings of our stockholders may be called only by the chairperson of the Sono Delaware Board, the Chief Executive Officer of Sono Delaware,\nor the Sono Delaware Board pursuant to a resolution adopted by a majority of the Whole Board. The Proposed Bylaws will prohibit the conduct\nof any business at a special meeting other than as specified in Sono Delaware’s notice for such meeting.

Advance Notice Requirements for Stockholder Proposals and Director\nNominations

The Proposed Bylaws will provide that stockholders seeking to nominate\ncandidates for election to the Sono Delaware Board or to bring business before our annual meeting of stockholders, must provide timely\nnotice of their intent in writing. To be timely under the Proposed Bylaws, a stockholder’s notice must be in writing and received\nby our Secretary at the principal executive offices of Sono Delaware (i) in the case of an annual meeting, not earlier than 120 days nor\nlater than 90 days before the one-year anniversary of the preceding year’s annual meeting, provided that if the date of the\nannual meeting is more than 30 days before or after such anniversary date, notice by the stockholder to be timely must be so received\nnot earlier than 120 days before the annual meeting and not later than the later of (x) 90 days before the annual meeting or\n(y) 10 days following the day on which public announcement of the date of the annual meeting was first made by Sono Delaware; and\n(ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than 10 days following\nthe day on which public announcement of the date of the special meeting is first made by Sono Delaware. The Proposed Bylaws also specify\ncertain requirements as to the form and content of a stockholders’ notice. These provisions may preclude our stockholders from bringing\nmatters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Authorized but Unissued Shares

The authorized but unissued shares of New Common Stock and New Preferred\nStock will be available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate\npurposes, including corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued\nand unreserved shares of the New Common Stock and New Preferred Stock could make it more difficult or discourage an attempt to obtain\ncontrol of us by means of a proxy contest, tender offer, merger or otherwise.

Forum Selection

The Proposed Charter will provide that, subject to limited exceptions and\nunless Sono Delaware consents in writing to the selection of an alternative forum, the Court of Chancery will be the sole and exclusive\nforum (a) any derivative action or proceeding brought in the name or right of Sono Delaware or on behalf of Sono Delaware, (b) any action\nasserting a claim of breach of a fiduciary duty owed by any director, officer, employee, agent or stockholder of Sono Delaware to Sono\nDelaware or to its stockholders, (c) any action or proceeding arising or asserting a claim arising pursuant to any provision of the DGCL\nor the Proposed Organizational Documents (as either may be amended from time to time, including with respect to the Proposed Charter by\nany Preferred Stock Designation) or as to which the DGCL confers jurisdiction on the Court of Chancery, (d) any action to interpret, apply,\nenforce or determine the validity of the Proposed Charter (including any Preferred Stock Designation) or the Proposed Bylaws, or (e) any\naction asserting a claim governed by the internal affairs doctrine. Furthermore, under the Proposed Charter, subject to limited exceptions\nand unless Sono Delaware consents in writing to the selection of an alternative forum, with respect to claims that are not internal corporate\nclaims, stockholders, when acting in their capacity as stockholders or in the right of Sono Delaware, shall bring any or all such claims\nonly in the Court of Chancery or the United States District Court for the District of Delaware, if such claims relate to the business\nof Sono Delaware, the conduct of its affairs, or the rights or powers of Sono Delaware or its stockholders, directors or officers.

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For more information on the risks associated with our choice of forum selection\nprovision, see “Risk Factors—Risks Relating to Sono Delaware—The Proposed Charter will designate the Court of\nChancery as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could\nlimit stockholders’ ability to obtain a favorable judicial forum for disputes with Sono Delaware or its directors or officers or\nother matters pertaining to Sono Delaware’s internal affairs.”

Section 203 of the DGCL

Section 203 of the DGCL generally prohibits certain Delaware corporations,\nunder certain circumstances, from engaging in a “business combination” with an “interested stockholder” for three\nyears following the time that the stockholder became an interested stockholder, unless specified conditions are satisfied.

An “interested stockholder” generally includes any stockholder\nof a corporation, other than the corporation and its subsidiaries, that (i) owns 15% or more of the outstanding voting stock of the\ncorporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the corporation’s outstanding\nvoting stock at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such\nperson is an interested stockholder, and the affiliates and associates of such person, subject to certain exceptions.

A “business combination” includes a merger or consolidation,\nand certain dispositions of assets having an aggregate market value equal to 10% or more of either the aggregate market value of all of\nthe corporation’s assets determined on a consolidated basis or the aggregate market value of all of the outstanding stock of the\ncorporation.

However, the above provisions of Section 203 of the DGCL do not apply\nif:

the corporation’s board of directors approves either the business combination or the transaction\nthat made the stockholder an “interested stockholder,” prior to the time that the stockholder became an interested stockholder;

upon the completion of the transaction that resulted in the stockholder becoming an interested stockholder,\nthat stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced, excluding\nfor this purpose certain statutorily excluded shares; or

at or subsequent to the time that the stockholder became an interested stockholder, the business combination\nis approved by the corporation’s board of directors and authorized at an annual or special meeting of the corporation’s stockholders,\nand not by written consent, by an affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.

Under certain circumstances, this provision makes it more difficult for\na person who would be an “interested stockholder” to effect various business combinations with a Delaware corporation for\na three-year period.

Our Proposed Charter will opt Sono Delaware out of the provisions of Section\n203 of the DGCL relating to corporate takeovers. Accordingly, Sono Delaware will not be subject to Section 203.

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken\nat any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent\nor consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum\nnumber of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote\nthereon were present and voted, unless our Proposed Charter provides otherwise. Our Proposed Charter will prohibit stockholder action\nby written consent (and, thus, requires that all stockholder actions be taken at a meeting of our stockholders).

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No Cumulative Voting

The DGCL provides that stockholders are not entitled to cumulate votes\nin the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our Proposed Charter will not\nprovide for cumulative voting.

Rights of Class B Common Stock

Our Proposed Charter will provide that holders of Class B Common Stock\nare entitled to 25 votes for each share held on all matters submitted to a vote of stockholders. The voting rights of the Class B Common\nStock under our Proposed Charter could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest,\ntender offer, merger or otherwise.

Issuance of Shares of Class B Common Stock

The Sono Delaware Board will have the authority, without further action\nby our stockholders, to issue additional shares of Class B Common Stock, up to the aggregate number of shares of Class B Common Stock\nthat are then authorized for issuance under our Proposed Charter (as amended from time to time following the effectiveness of the proposed\nRedomiciliation Transaction, if completed). The existence of authorized but unissued shares of Class B Common Stock would enable the Sono\nDelaware Board to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy\ncontest, or other means.

Following the effectiveness of the proposed Redomiciliation Transaction,\nif completed, we currently expect that there will be 9,960,000 unissued shares of Class B Common Stock authorized under our Proposed Charter.

Rights of Series A Preferred Stock

Our Proposed Charter will provide that holders of Series A Preferred Stock\nare entitled to 30,000 votes for each share held on all matters submitted to a vote of stockholders. In addition, holders of Series A\nPreferred Stock will have liquidation, conversion and preemptive rights under our Proposed Charter as further described in this section\nunder the heading “New Preferred Stock—Series A Preferred Stock.” Such rights and preferences of the Series A\nPreferred Stock under our Proposed Charter could make it more difficult or discourage an attempt to obtain control of us by means of a\nproxy contest, tender offer, merger or otherwise.

Designation and Issuance of Series of New Preferred Stock

The Sono Delaware Board will have the authority, without further action\nby our stockholders, to designate and issue additional shares of any series of New Preferred Stock, up to the aggregate number of undesignated\nshares of New Preferred Stock that are then authorized for issuance under our Proposed Charter (as amended from time to time following\nthe effectiveness of the proposed Redomiciliation Transaction, if completed), having such rights and preferences, including voting rights,\ndesignated from time to time by the Sono Delaware Board and set forth in a Preferred Stock Designation. The existence of authorized but\nunissued shares of New Preferred Stock would enable the Sono Delaware Board to render more difficult or to discourage an attempt to obtain\ncontrol of us by means of a merger, tender offer, proxy contest, or other means.

Following the effectiveness of the proposed Redomiciliation Transaction,\nif completed, we currently expect that there will be 9,998,599 undesignated shares of New Preferred Stock authorized under our Proposed\nCharter.

Nasdaq-CM Listing

Transfer Agent and Registrar

Our Transfer Agent and registrar for our capital stock is Equiniti Trust\nCompany, LLC. We do not intend to change our Transfer Agent and registrar following the effectiveness of the Redomiciliation Transaction,\nif completed.

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Limitation on Personal Liability; Indemnification of Directors and Officers

The Proposed Charter will limit the personal liability of our directors\nto the fullest extent permitted by the DGCL.

The Proposed Organizational Documents will also provide that Sono Delaware\nwill indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may later be amended, any director\nor officer of Sono Delaware who was or is made or is threatened to be made a party or is otherwise involved in any proceeding by reason\nof the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of Sono Delaware\nor, while serving as a director or officer of Sono Delaware, is or was serving at the request of Sono Delaware as a director, officer,\nemployee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including\nservice with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees,\njudgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with\nany such proceeding.

Furthermore, the Proposed Bylaws will provide that Sono Delaware may maintain\ninsurance, at its expense, to protect itself and/or any director, officer, employee or agent of Sono Delaware or another corporation,\npartnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not Sono Delaware would have\nthe power to indemnify such person against such expense, liability or loss under the DGCL.

Under the DGCL, no such elimination of liability is permitted (i) for\nany breach of the director’s duty of loyalty to Sono Delaware or its stockholders, (ii) for acts or omissions not in good faith\nor which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of dividend or unlawful share purchase\nor redemption, or (iv) for any transaction from which the director derived an improper personal benefit.

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Stockholder Proposals

If the Redomiciliation Transaction is consummated, Sono Delaware will hold\nan annual meeting of stockholders in 2026 (or, if the Redomiciliation Transaction has not been consummated, Sono N.V. will hold an annual\ngeneral meeting of shareholders in 2026) (in either case, the “2026 Annual Meeting”) and we will provide notice\nof or otherwise publicly disclose the date on which the 2026 Annual Meeting will be held. SEC rules permit shareholders to submit proposals\nfor inclusion in our 2026 Annual Meeting proxy statement by satisfying the requirements set forth in Rule 14a-8 of the Exchange Act. These\nshareholder proposals must have been submitted, along with proof of ownership of our shares in accordance with Rule 14a-8(b)(2), to Investor\nRelations at our principal executive offices, located at 4965 Trinidad Drive, Land O’ Lakes, Florida 34639, United States of America,\nno later than the close of business on March 26, 2026 (120 days prior to the anniversary of the mailing date for Sono N.V.’s 2025\nannual general meeting). If the 2026 Annual Meeting is held more than 30 days before or after the first anniversary of the date of Sono\nN.V.’s 2025 annual general meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials\nfor the 2026 Annual Meeting, which we deem to be the later of 60 days prior to the 2026 Annual Meeting or 10 days following the first\npublic announcement by Sono N.V. or Sono Delaware (as applicable) of the date of such meeting. Failure to deliver a proposal in accordance\nwith these procedures may result in it being deemed not timely received. Submitting a shareholder proposal does not guarantee that we\nwill include it in our 2026 Annual Meeting proxy statement. Shareholder proposals that do not meet the requirements set forth above may\nbe excluded from our 2026 Annual Meeting proxy statement as provided under Rule 14a-8.

Any other stockholder proposals and nominations to be presented at our\n2026 Annual Meeting, must be received by Investor Relations at our principal executive offices no later than 60 days before the date of\nthe 2026 Annual Meeting. If the Redomiciliation Transaction is not approved by our shareholders at the Special Meeting, we will remain\na Dutch company and any shareholder proposals and nominations must also be given pursuant to the requirements of Dutch law. In addition\nto satisfying the foregoing requirements, to comply with the universal proxy rules, the notice given by any shareholder who intends to\nsolicit proxies in support of director nominees other than our nominees must comply with any additional requirements of Rule 14a-19 under\nthe Exchange Act.

Proposals and nominations that are not received by the dates specified\nabove will be considered untimely. In addition, proposals must comply with applicable law, our Existing Articles (or, following consummation\nof the Redomiciliation Transaction, our Proposed Bylaws) and the rules and regulations of the SEC. We will not entertain any nominations\nor other proposals at an annual meeting that do not satisfy these requirements. For nominations or other proposals that are properly submitted\nand timely filed, if the shareholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise\ndiscretionary voting under proxies that we solicit to vote in accordance with our best judgment on any such shareholder proposal, provided\nthat we include in our proxy statement advice on the nature of the proposal and how we intend to exercise our voting discretion. Our Existing\nArticles are available online through the SEC’s EDGAR website as Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal\nyear ended December 31, 2025 as filed with the SEC on April 1, 2026. We strongly encourage shareholders to seek advice from knowledgeable\ncounsel before submitting a nomination or other proposal.

Other Shareholder Communications

Shareholders who wish to communicate with the Supervisory Board, a committee\nthereof, or any such other individual director or directors, may do so by sending a written communication addressed to the Supervisory\nBoard, a committee thereof, or such individual director or directors, at c/o Investor Relations, Sono Group N.V., 4965 Trinidad Drive,\nLand O’ Lakes, Florida 34639, United States of America. Any shareholder communication that is not in the nature of advertising,\npromotions of product or service, or patently offensive material will be forwarded promptly to the member(s) of the Supervisory Board\nto whom the shareholder communication is addressed. In the case of any shareholder communication to the Supervisory Board or any group\nor committee of directors, we will make sufficient copies of the contents to send to each director who is a member of the group or committee\nto which the envelope is addressed.

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Experts

The consolidated financial statements of Sono N.V. as of and for the years ended December 31, 2025 and 2024 incorporated by reference in this proxy statement/prospectus and in the Registration\nStatement have been so incorporated in reliance on the report of Grassi & Co., CPAs, P.C., an independent registered public accounting\nfirm, given on the authority of said firm as experts in auditing and accounting. Such report on the consolidated financial statements\ncontains an explanatory paragraph regarding Sono N.V.’s ability to continue as a going concern.

Legal Matters

The legality of the shares of New Common Stock and the shares of Series\nA Preferred Stock offered hereby will be passed upon for Sono Delaware by DLA Piper LLP (US).

Delivery Of Documents To Shareholders

To reduce the expense of delivering duplicate proxy materials to shareholders\nwho may have more than one account holding our shares that share the same address, we have adopted a procedure approved by the SEC called\n“householding.” Under this procedure, certain shareholders of record who have the same address and last name will receive\nonly one copy of our proxy materials until such time as one or more of these shareholders notifies us that they want to receive separate\ncopies. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Shareholders\nwho participate in householding will continue to have access to and utilize separate proxy voting instructions.

If you receive a single set of proxy materials as a result of householding, and you would like\nto have separate copies of our proxy materials mailed to you, please submit a request to Investor Relations at ir@sonomotors.com or by\ncalling +1 (352) 502-1191, or you can contact Sodali & Co, our proxy solicitor, at SSM@info.sodali.com or by calling +1 (800)\n662-5200 (toll-free), and we will promptly send you what you have requested. You can also contact Investor Relations at the email or phone\nnumber above if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future, or if you\nwould like to opt out of householding for future mailings.

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Where you can find more information

Sono N.V. and Sono Luxembourg have filed with the SEC the Registration\nStatement under the Securities Act with respect to the voting of the Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono\nN.V. Preferred Shares at the Special Meeting, and the shares of New Common Stock and Series A Preferred Stock to be issued pursuant to\nthis proxy statement/prospectus if the Redomiciliation Proposal and the Merger Proposal are approved at the Special Meeting, the other\nconditions to Closing are satisfied, and the Redomiciliation Transaction is completed. The Registration Statement, including the attached\nannexes and exhibits, contains additional relevant information about us and our securities. The rules and regulations of the SEC allow\nus to omit from this proxy statement/prospectus certain information included in the Registration Statement. For further information about\nus and the securities offered hereby, you should refer to the Registration Statement and the annexes and exhibits filed with the Registration\nStatement. With respect to the statements contained in this proxy statement/prospectus regarding the contents of any agreement or any\nother document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy\nof which has been filed as an exhibit to the Registration Statement.

As of January 1, 2025, Sono N.V. began reporting with the SEC as a domestic\nissuer instead of a foreign private issuer. As a result, we are subject to the same reporting and disclosure requirements applicable to\ndomestic U.S. companies and are required to file with the SEC periodic reports and financial statements on Form 10-K and Form 10-Q, as\napplicable, as well as Current Reports on Form 8-K and proxy statements on Schedule 14A, under the Exchange Act. Prior to January 1, 2025,\nwe were a foreign private issuer and, in compliance with SEC regulations, we filed or furnished periodic and current reports with the\nSEC on the reporting forms available to foreign private issuers, namely Form 20-F and Form 6-K.

We make available, free of charge on our website, our Annual Reports on\nForm 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to\nSections 13(a), 14 or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file these documents with,\nor furnish them to, the SEC. You can obtain any of the documents filed with or furnished to the SEC by Sono N.V. at no cost from the SEC’s\nwebsite at http://www.sec.gov. These documents are also posted on the “Investor Relations” section of Sono N.V.’s\nwebsite at https://ir.sonomotors.com/. You may also request copies of these documents, free of charge by contacting Sono N.V. in\nwriting at the following address or by telephone as indicated below, and we will provide promptly a copy of any document we have filed\nwith the SEC:

Sono Group N.V.

4965 Trinidad Drive

Land O’ Lakes, Florida 34639

United States of America

Tel: +1 (352) 502-1191

Attn: Investor Relations

Email: ir@sonomotors.com

If you have questions about the proposals or this proxy statement/prospectus, would like additional\ncopies of this proxy statement/prospectus, Sono N.V.’s 2025 Annual Report or need to obtain proxy cards or other information related\nto the proxy solicitation, please contact Sodali & Co, the proxy solicitor for Sono N.V., by calling +1 (800) 662-5200 (toll-free),\nor banks and brokers can call +1 (203) 658 - 9400, or by emailing SSM@info.sodali.com. You will not be charged for any of the documents\nthat you request. If you would like to request any documents, please do so by _____, 2026, which is five business days prior to the\ndate of the Special Meeting, in order to receive them before the Special Meeting.

You should rely only on the information contained in this document. No\none has been authorized to provide you with information that is different from that contained in this document. You should assume that\nthe information in this document is accurate only as of the date of this proxy statement/prospectus. Neither the mailing of this document\nto shareholders of Sono N.V. nor the issuance by Sono Luxembourg or Sono Delaware of any securities in connection with the Redomiciliation\nTransaction will create any implication to the contrary.

Information on the website of Sono N.V. is not part of this document or\nincorporated by reference herein. You should not rely on that information in deciding how to vote.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” into this proxy\nstatement/prospectus information we file with the SEC in other documents. This means that we can disclose important information to you\nby referring to another document we filed with the SEC. The information relating to us contained in this proxy statement/prospectus should\nbe read together with the information in the documents incorporated by reference.

We incorporate by reference the documents listed below that Sono N.V. has\npreviously filed with the SEC (other than any document or portion of any document furnished or deemed furnished and not filed in accordance\nwith SEC rules, including Items 2.02 and 7.01 of Form 8-K and Item 9.01 related thereto):

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 1, 2026;

Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May\n 19, 2026, and for the fiscal quarter ended June 30, 2026, filed with the SEC on August 14, 2026; and

Current Reports on Form 8-K, filed with the SEC on January\n 29, 2026, February 24,\n 2026, March 10, 2026, March\n 16, 2026, March 19,\n 2026 (as amended by the Form 8-K/A filed with the SEC on May\n 8, 2026), and August 31, 2026.

We are also incorporating by reference all documents subsequently filed\nby the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the date of the Special Meeting, other\nthan any document or portion of any document furnished or deemed furnished and not filed in accordance with SEC rules, including Items\n2.02 and 7.01 on Form 8-K and Item 9.01 related thereto.

The information incorporated by reference is considered to be part of this\nproxy statement/prospectus, and information that we file later with the SEC and incorporate by reference in this proxy statement/prospectus\nwill automatically update and supersede this previously filed information, as applicable, including information in previously filed documents\nor reports that have been incorporated by reference into this proxy statement/prospectus. Any statement so modified or superseded will\nnot be deemed, except as so modified or superseded, to constitute a part of this proxy statement/prospectus.

We will provide, without charge, to each person, including any beneficial\nowner, to whom a copy of this proxy statement/prospectus is delivered, upon written or oral request of such person, a copy of any or all\nof the documents incorporated by reference in this proxy statement/prospectus, other than exhibits to such documents unless such exhibits\nare specifically incorporated by reference into such documents. Any such request may be made by writing or calling us at the following\naddresses or phone number:

Sono Group N.V.

4965 Trinidad Drive

Land O’ Lakes, Florida 34639

United States of America

Tel: +1 (352) 502-1191

Attn: Investor Relations

Email: ir@sonomotors.com

Exhibits to any documents incorporated by reference in this proxy statement/prospectus\nwill not be sent, however, unless those exhibits have specifically been incorporated by reference into such documents.

You should rely only on the information incorporated by reference or provided\nin this proxy statement/prospectus or any supplement. We have not authorized anyone else to provide you with different information. You\nshould not assume that the information in this proxy statement/prospectus or any supplement is accurate as of any date other than the\ndate on the front of those documents or as of any earlier date as of which such information is given.

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ANNEX A

5 October 2026

Sono Group S.à r.l.

société à responsabilité limitée

8 Avenue de la Gare, L-1610 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg: B302122

Sono Group N.V.

Waldmeisterstrasse 93, 80935 Munich,

Germany

Dutch trade register number: 80683568

CROSS-BORDER MERGER PROPOSAL

PROJET COMMUN DE FUSION

FUSIEVOORSTEL

A-1

The undersigned

a. \tKevin John McGurn,

acting in his capacity as person authorized\nby the articles of association in the absence or inability of the managing directors and thus constituting the entire management board\n(bestuur) of Sono Group N.V., a limited liability company (naamloze vennootschap) under the laws of the Netherlands,\nhaving its corporate seat (zetel) at Amsterdam, the Netherlands, and offices at Waldmeisterstrasse 93, 80935 Munich, Germany, and\nregistered with the Dutch Trade Register under number 80683568 (Sono N.V.); and

\n\n\n

David\nAugust Dodge;

Christopher Charles Schreiber; and

Owen Arthur May,

being the sole supervisory directors, and thus\nconstituting the supervisory board of Sono N.V.; and

Kevin John McGurn,

being the sole manager of Sono Group S.à\nr.l., a private limited liability company (société à responsabilité limitée) under the laws\nof the Grand Duchy of Luxembourg, having its registered office at 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, and\nregistered with the Register of Commerce and Companies of Luxembourg under number B302122 (Sono Lux),

Sono N.V. and Sono Lux together the Merging Companies\nand each a Merging Company.

BACKGROUND

The management bodies of the Merging Companies have resolved to draw up the following draft terms of the\nCross-Border Merger (as defined hereinafter) (Cross-Border Merger Proposal) in accordance with the provisions of articles 1025-1\net seq. of the Luxembourg law of 10 August 1915 on commercial companies, as amended and restated (Lux Law) and the provisions of\nthe articles in Title 7 of Book 2 of the Dutch Civil Code (Dutch Law).

This cross-border merger is to be carried out by way of absorption of Sono N.V. by Sono Lux, in accordance\nwith article 1025-1(2) 1° of the Lux Law and articles 2:309, 2:324 and 2:333c of the Dutch Law.

Definitions and interpretation

1.1

Any capitalised term used in this Merger Proposal, has the meaning ascribed to it in Clause 10.

1.2

Unless the context requires otherwise, a reference in this Cross-Border Merger Proposal to a Clause or\nSchedule is to the relevant Clause of or Schedule to this Cross-Border Merger Proposal.

1.3

Any reference in this Cross-Border Merger Proposal to any gender includes all genders and non-binary individuals,\nand words importing the singular include the plural and vice versa.

1.4

Headings of Clauses and titles of Schedules are for convenience only and do not affect the interpretation\nof this Cross-Border Merger Proposal.

DESCRIPTION OF THE CONTEMPLATED CROSS-BORDER MERGER

2.1

At the time of the publication of this Cross-Border Merger Proposal, Sono Lux is a wholly-owned subsidiary\nof Sono N.V. and has been incorporated by Sono N.V. for purposes of the Cross-Border Merger.

A-2

2.2

At the time of the publication of this Cross-Border Merger Proposal, Sono Lux is a private company with\nlimited liability (société a responsabilité limitée) under the laws of the Grand Duchy of Luxembourg\nand shall be, immediately prior to the Effective Date, converted into a public limited liability company (société anonyme)\nunder the laws of the Grand Duchy of Luxembourg.

2.3

The Sono N.V. Ordinary Shares are listed and admitted to trading on Nasdaq (ticker symbol: SSM). Upon\nimplementation of the Cross-Border Merger, the shareholders of Sono N.V., other than the Withdrawing Shareholders, become entitled to\nand will hold Sono Lux Shares. Following the Cross-Border Merger, it is proposed that Sono Lux shall give effect to a cross-border conversion\nwhereby Sono Lux will transfer its registered seat, its principal establishment, its effective place of management and central place of\nadministration to the State of Delaware, United States of America, and will be Sono Delaware (Conversion). Pursuant to the Conversion,\nthe Sono Lux Shares will remain outstanding and become Sono Delaware Shares on the moment the Conversion is effected, and such shareholders\nwill from that moment hold Sono Delaware Shares in their securities account. The Sono Delaware Shares will remain listed on Nasdaq. The\nSono N.V. Ordinary Shares will trade until the last day of trading on Nasdaq preceding the Effective Date, and as Sono Delaware Shares\nas of the first trading day on Nasdaq after the Effective Date.

2.4

The management bodies of the Merging Companies propose to carry out a cross-border merger whereby all\nof the assets and liabilities of Sono N.V. will be transferred under universal title (onder algemene titel) to Sono Lux and Sono\nN.V. will be dissolved without liquidation in accordance with the provisions of article 1025-17 of the Lux Law and the Dutch Law (Cross-Border\nMerger).

2.5

The Cross-Border Merger is proposed due to a number of reasons. Reference is made to the S-4 Prospectus\nfor a detailed explanation of the business, financial and structuring reasons for the Cross-Border Merger. A copy of the S-4 Prospectus\nhas been made available on the website of Sono N.V. (https://sonomotors.com/). Since 2024, the Supervisory Board, the Management Board\nand the rest of Sono N.V.'s management team undertook a review of the existing structure, business plan, operations, and the jurisdiction\nof incorporation of Sono N.V. and the geographical footprint of Sono's investors. The Redomiciliation Transaction, should enhance shareholder\nvalue over the long-term by simplifying the corporate structure and to gain operational efficiencies by providing potential strategic\nopportunities and benefits, including but not limited to:

(a)

Simplifying the corporate structure and streamlining reporting requirements. The Redomiciliation Transaction\nwill result in a simplified corporate structure and more streamlined reporting requirements, which will improve the operational and financial\nflexibility. In particular, the domestication will (i) facilitate efforts incurred to assess, implement, and remain compliant with multiple\nregulatory and reporting requirements for Sono Delaware on a consolidated basis, and (ii) provide opportunities for Sono Delaware to improve\noperational efficiencies and financial flexibility in the corporate treasury, cash management, risk management, and tax functions.

(b)

Benefiting from prominence, predictability, and flexibility of Delaware Law. The Redomiciliation Transaction\nshould enable benefiting from well-established principles of corporate governance under Delaware law, which are more closely aligned with\nthe Nasdaq-CM listing standards and the SEC governance requirements.

2.6

The management bodies of the Merging Companies mutually undertake to take all necessary steps to carry\nout the Cross-Border Merger and the Conversion, in accordance with the conditions detailed hereafter and set out, hereby, the draft terms\nof the Cross-Border Merger.

THE CROSS-BORDER MERGER

3.1

Sono N.V., acting as sole shareholder of Sono Lux, shall take and pass all required shareholder resolutions\nin front of the Luxembourg notary and the Extraordinary General Meeting shall be asked to take and pass shareholder resolutions in front\nof a Dutch civil-law notary, following the filing and publication of this Cross-Border Merger Proposal in accordance with the provisions\nof Chapter Vbis of Title I of the Luxembourg law of 19 December 2002 on the register of commerce and companies and the accounting and\nannual accounts of undertakings, as amended from time to time, and in accordance with articles 2:314 and 2:333e of the Dutch Law (Publication),\nin order to approve the Cross-Border Merger in accordance with the terms contained in the Cross-Border Merger Proposal.

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3.2

In accordance with article 1025-14 and article 1025-15 of the Lux Law, the Cross-Border Merger will take\neffect between the Merging Companies on the date of completion of the Cross-Border Merger pursuant to the resolutions of the sole shareholder\nof Sono Lux approving the proposed Cross-Border Merger, after the three (3) months objection period and subject to receipt of the Dutch\nlaw pre-merger certificate delivered to the Luxembourg notary and following the control provided in article 1025-14 of the Lux Law (Effective\nDate).

3.3

Pursuant to article 33.1, sub h, of the articles of association of Sono N.V. the resolution to resolve\non the proposed Cross-Border Merger by the Extraordinary General Meeting is made at the proposal of the Management Board.

INFORMATION PROVIDED UNDER ARTICLE 1025-4 OF LUX LAW AND ARTICLES 2:312, 2:326 AND 2:333D OF DUTCH LAW

Type of legal entity, name, statutory seat,\nregistered office and shareholding of the Merging Companies

Sono Lux

4.1

The private limited liability company (société à responsabilité limitée)\nSono Group S.à r.l. has its registered office at 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and is registered\nwith the RCS under number B302122.

4.2

Sono Lux has been incorporated under the laws of the Grand Duchy of Luxembourg pursuant to a deed of Maître\nDirk Leermakers, notary residing in Clervaux, Grand Duchy of Luxembourg, dated 28 October 2025, published in the RESA on 25 November 2025\nunder reference RESA_2025_254.46.

4.3

The articles of association of Sono Lux have not been amended since its incorporation.

4.4

The subscribed share capital of Sono Lux is set at twelve thousand euro (EUR 12,000), represented by twelve\nthousand (12,000) shares, having a nominal value of one euro (EUR 1) each, all of which are fully paid up.

4.5

Sono Lux is fully owned by Sono N.V.

Sono N.V.

4.6

The naamloze vennootschap Sono Group N.V. has its statutory seat in Amsterdam, the Netherlands,\nregistered office at Waldmeisterstrasse 93, 80935 Munich, Germany, and is registered with the Kamer van Koophandel under number\n80683568.

4.7

Sono N.V. (at that time named Sono Motors Finance B.V.) has been incorporated under the laws of the Netherlands\npursuant to a notarial deed of incorporation executed before P.C.S. van der Bijl, civil-law notary in Amsterdam, the Netherlands, on 23\nOctober 2020.

4.8

At the time of this Cross-Border Merger Proposal, the articles of association of Sono N.V. have been\n amended for the last time by a notarial deed of amendment executed before A.J. Wiggers, civil-law notary in Amsterdam, the\n Netherlands, on 9 September 2025.

4.9

At the time of this Cross-border Merger Proposal, the issued share capital of Sono N.V. amounts\nto four hundred and forty-seven thousand three hundred and eighty-three euro and eighty-three eurocent (EUR 447,383.83) divided into:

\n \n \n \n \n

(a)

3,720,162 ordinary shares, each having a nominal value of one eurocent (EUR 0.01);

(b)

40,000 high voting shares, each with a nominal value of twenty-five eurocent (EUR 0.25); and

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(c)

1,333.9407 preferred shares, each with a nominal value of three hundred euro (EUR 300.00), of\nwhich 16.4407 are held by Sono N.V.

all of which are fully paid up.

\n \n \n \n \n

4.10

Pursuant to article 5.4 of the articles of association of Sono N.V., the Management Board may resolve to subdivide one or more (preferred) shares into such number of fractional shares as determined by the Management Board. The Management Board has, on various occasions, adopted resolutions to effect such subdivisions of Sono N.V. Preferred Shares. Particulars of these subdivisions are recorded in the (electronic) shareholders’ register of Sono N.V. Pursuant to article 5.4 of the articles of association of Sono N.V. the provisions of the articles of association concerning shares and shareholders apply mutatis mutandis to fractional shares and the holders thereof, unless specified differently.

Sono Lux after the Cross-Border Merger

4.11

Immediately prior to the Effective Date, Sono Lux will increase its share capital and convert its shares\ninto (i) Sono Lux Class A Shares, (ii) Sono Lux Class B Shares and (iii) Sono Lux Preferred Shares and legally convert its legal entity\nform from a Luxembourg law governed private limited liability company (société à responsabilité limitée)\ninto a Luxembourg law governed public limited liability company (société anonyme) (Sono SA Conversion). Following\nthe Cross-Border Merger taking legal effect, Sono Lux, as a legal entity, will continue to exist as a public limited liability company\n(société anonyme) under Luxembourg laws, as Sono Group S.A, and at its current registered office until the Redomiciliation\nTransaction after which it shall continue to exist as Sono Delaware.

4.12

The articles of association of Sono Lux as they read on the date of this Cross-Border Merger Proposal\nare attached hereto as Schedule 1.

4.13

The articles of association of Sono Lux will be amended on the Effective Date and will read as set out\nin Schedule 2.

Share exchange ratio and cash payment pursuant\nto article 2:326 paragraph a of the Dutch Law and article 1025-4 2° and 1025-4 3° of the Lux Law

\n \n \n \n

4.14

Immediately prior to the Cross-Border Merger Sono Lux will in principal increase its share capital by way of a contribution in cash in such amount that it shall equal one/tenth of the Sono N.V.'s share capital just prior to the Effective Date. Sono Lux's share capital shall be divided into such number of (i) Sono Lux Class A Shares of EUR 0.001 each, as equals the number of issued Sono N.V. Ordinary Shares, (ii) 1,000,000 Sono Lux Class B Shares, with a par value of EUR 0.001 each, and (iii) such number of Sono Lux Preferred Shares, with a nominal value of EUR 0.001 each, as equals the number of issued Sono N.V. Preferred Shares times 30,000, with the understanding that the final amount of the share capital increase and number of shares in the different classes will depend on the issued share capital of Sono N.V. just prior to the Effective Date and the number of Sono N.V. shares for which the Withdrawal Right has been validly exercised.

4.15

In consideration for the transfer of all assets and liabilities of Sono N.V. Sono Lux will allot shares\nto the shareholders of Sono N.V. subject to the Withdrawal Right and Clause 8, without any further capital increase, in accordance\nwith the following exchange ratio (Exchange Ratio):

(a)

for each Sono N.V. Ordinary Share, with a nominal value of one eurocent (EUR 0.01): one (1) Sono Lux Class\nA Share, with a nominal value of one thousandth euro (EUR 0.001), will be granted;

(b)

for each Sono N.V. High Voting Share, with a nominal value of twenty-five eurocent (EUR 0.25): twenty-five\n(25) Sono Lux Class B Shares, each with a nominal value of one thousandth euro (EUR 0.001), will be granted; and

\n \n \n \n \n

(c)

for each whole Sono N.V. Preferred Share, with a nominal value of three hundred euro (EUR 300): thirty thousand (30,000) Sono Lux Preferred Shares, each with a nominal value of one thousandth euro (EUR 0.001), will be granted. Fractional Sono N.V. Preferred Shares are treated in a pro rata manner.

In accordance with clause 4.20, all fractional Sono N.V. Preferred\nShares held by Sono N.V. will be cancelled upon the Effective Date.

To fully preserve the voting rights of the shareholders of Sono\nand to be fully compliant with Luxembourg Law, each Sono N.V. High Voting Share will be exchanged for twenty-five Sono Lux Class B Shares\nand each whole Sono N.V. Preferred Share will be exchanged for thirty thousand Sono Lux Preferred Shares. Indeed, while the economical\nrights attached to the Sono Lux Shares will be calculated on the basis of the portion of the share capital represented by such shares,\nthe voting rights attached to the Sono Lux Shares will be based on the number of Sono Lux Shares held by their relevant holder, as those\nrights are further detailed in the articles of Sono Lux attached in schedule 2. Therefore, pursuant to the Exchange Ratio, each shareholder\nof Sono N.V. will have the same voting and profit entitlement rights as shareholder of Sono Lux immediately following the effectuation\nof the Cross-Border Merger.

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4.16

The shares granted by Sono Lux as part of the Cross-Border Merger in exchange for the Ordinary Shares\nof Sono N.V. that are admitted to listing and trading will be allotted to the depositary intermediaries on a pro rata basis, for inclusion\nin the register held by Equiniti Trust Company, LLC, having its headquarters at 28 Liberty Street, New York, NY 10005, USA, as transfer\nagent. The shares allotted by Sono Lux as part of the Cross-Border Merger in exchange for the shares in the capital of Sono N.V. that\nare not admitted to listing and trading will be recorded in the share register of Sono Lux.

\n \n \n \n \n

4.17

As the Exchange Ratio will not lead to any fractional entitlement to Sono Lux Shares, no cash payment to Sono N.V. shareholders will be made by Sono Lux, subject to the Withdrawal Right.

\n \n \n \n \n

4.18

The Exchange Ratio established by the Merging Companies has been or will be submitted for evaluation purposes to experts appointed by Sono N.V. Under article 1025-7 (4) of the Lux Law, Sono Lux is exempt from appointing an auditor to evaluate the Exchange Ratio.

Date from which and the extent to which the\nshareholder of Sono N.V. will share in the profits of Sono Lux pursuant to article 2:326 paragraph b of the Dutch Law and article 1025-4\n5° of the Lux Law

4.19

The shareholders of Sono N.V. shall fully share in the profits of Sono Lux as from the Effective Date.

Cancellation of Sono N.V. shares and Sono\nLux Shares pursuant to article 2:326 paragraph c of the Dutch Law

4.20

Each share in the capital of Sono N.V. held in treasury by, or for the account of Sono N.V., and any shares\nin the capital of Sono N.V. held by Sono Lux, if any, at the Effective Date will cease to exist as part of the Cross-Border Merger with\nno Sono Lux Shares being granted for such shares, all in accordance with article 2:325 paragraph 4 of the Dutch Law.

4.21

All shares in the capital of Sono Lux held by Sono N.V. will be cancelled or otherwise neutralised in\naccordance with Dutch and Luxembourg Law.

Impact for the holders of non-voting shares\nor non-profit shares pursuant to article 2:326 paragraph d of the Dutch Law

4.22

None of the Merging Companies has issued non-voting shares or non-profit sharing shares.

Compensation pursuant to article 2:326 paragraphs\ne and f and article 2:330a of the Dutch Law

4.23

No compensation or a request thereto following article 2:330a of the Dutch Law is applicable.

Date as of which the operations of Sono N.V.\nwill be treated, for accounting purposes, as being carried out on behalf of Sono Lux pursuant to article 1025-4 6° of the Lux Law

4.24

The operations and the financial data of Sono N.V. will be treated, for accounting purposes, as being\ncarried out on behalf of Sono Lux as from the Effective Date.

Accounting aspects of the Cross-Border Merger\npursuant to articles 1025-4 11° and 1025-4 12° of the Lux Law

\n \n \n \n \n

4.25

The following interim accounts of the Merging Companies were used to determine the terms and conditions of the Cross-Border Merger:

\n \n \n \n \n

(a)

the interim balance sheet of Sono Lux as per 31 August 2026; and

(b)

the interim balance sheet of Sono N.V. as per 31 August 2026 (Sono N.V. Interim\n Accounts).

4.26

The assets and liabilities of Sono N.V., which will be transferred to Sono Lux, are valued on the basis\nof the Sono N.V. Interim Accounts, and pursuant to their net accounting value as follows, and as further broken down in the Sono N.V.\nInterim Accounts:

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\n \n \n \n \n

(a)

total assets: five million five hundred thirty-nine thousand seven hundred seventy-one US dollars\nand thirty-eight cents (USD 5,539,771.38);

\n \n \n \n \n

(b)

total liabilities: seven million five hundred ninety-nine thousand eight hundred thirty US dollars\nand seventy-two cents (USD 7,599,830.72); and

\n \n \n \n \n

(c)

total net assets: negative two million sixty thousand fifty-nine US dollars and thirty-four\ncents (USD (2,060,059.34)).

4.27

The Management Board has appointed Visser & Visser Audit en Assurance B.V. as the auditor to investigate the Exchange Ratio. A\ncopy of the auditor's report has been attached hereto as Schedule 3.

Rights conferred by Sono Lux to shareholders\nhaving special rights and to holder(s) of securities other than shares referred to in article 1025-4 7° of the Lux Law and article\n2:320 of the Dutch Law

4.28

To the holders of securities or of special rights in Sono N.V., Sono Lux will grant the same rights to\n(or, if not allowed under the laws of Luxembourg, a right economically comparable) such holders or persons as were granted by Sono N.V.

Special advantages and/or benefits granted\nto the experts referred to in article 1025-7 of the Lux Law, to the managers or managing directors or supervisory directors (as the case\nmay be) of the Merging Companies and to any of the persons (if any) referred to in article 1025-4 8° of the Lux Law and article 2:312\nparagraph 2 sub d of the Dutch Law

4.29

No person will be entitled to receive any special advantages and/or benefits in connection with or as\na result of the Cross-Border Merger.

Employees and impact of the Cross-Border Merger\non employment pursuant to article 1025-4 4° of the Lux Law

4.30

Sono N.V. has one employee. As far as can be foreseen at this time, the legal position of the employee\nof Sono N.V. will not change in any respect as a result of the Cross-Border Merger. The employee shall be an employee of Sono Lux as a\nresult of the Cross-Border Merger. Sono Lux does not have any employees. None of the Merging Companies has a works council. The Cross-Border\nMerger is not expected to affect the social interests of the employee of Sono N.V.

4.31

In accordance with articles 2:313 paragraph 1 and 2:333f of the Dutch Law, Sono N.V. and Sono Lux have\nprepared a combined report addressed to the shareholders and the employees, explaining, among other things, the impact of the Cross-Border\nMerger on their business activities and the employment (Explanatory Report). Such report will be made available by Sono N.V. and\nSono Lux electronically at least six (6) weeks prior to the General Meeting of Sono N.V. Any remarks submitted by shareholders and employees\nwill be made available at the addresses of the Merging Companies.

\n \n \n \n \n

4.32

In accordance with the provisions of article 1025-6 7° of the Lux Law, Sono Lux is technically exempted from the obligation to draw a report to its sole shareholder.

\n \n \n \n \n

4.33

Sono Lux and Sono N.V. do not have any employee participation mechanism as referred to respectively in article L. 426-13 of the Luxembourg Labour Code and article 2:333k of the Dutch Law and thus no specific procedure for the adoption of arrangements with regard to co-determination by employees is applicable.

\n \n \n \n \n

4.34

To the extent applicable, the Cross-Border Merger will not have a material detrimental impact on existing employment contracts (other than the change of employer) and the working conditions of employees of the Merging Companies, and the Cross-Border Merger is not expected to have any effect on employment.

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4.35

All employees of the Merging Companies will be informed of the proposed Cross-Border Merger, the reasons\nand any legal, economic and social consequences of the Cross-Border Merger for the employees and any measures considered in relation thereto,\nin accordance with the applicable laws.

CONSEQUENCES OF THE CROSS-BORDER MERGER

5.1

The Cross-Border Merger will trigger ipso jure the applicable consequences detailed in article\n1025-17 (1) of the Lux Law and in particular, (i) the universal transfer of all assets and liabilities (including all contracts, credits,\nrights and obligations) of Sono N.V. to Sono Lux, (ii) the shareholders of Sono N.V. will become the shareholders of Sono Lux, subject\nto the Withdrawal Right and (iii) Sono N.V. shall cease to exist.

5.2

Any applicable mandatory requirements under any local applicable law will be complied with, including\nbut not limited to (i) any notification requirements to the employees of the relevant subsidiary of the Merging Companies, (ii) any notification\nor the transfer and assignment (as appropriate) of contracts and agreements subject to local applicable law (to the extent applicable).

5.3

Sono Lux shall pay, as of the Effective Date, all taxes, contributions, duties, levies and insurance premiums\nwhich will or may become due with respect to the ownership of the assets which have been contributed.

5.4

As of the Effective Date, Sono Lux shall perform all agreements and obligations whatsoever of Sono N.V.

5.5

Sono Lux shall incur all debts and liabilities of any kind of Sono N.V. In particular, it shall pay interest\nand principal on all debts and liabilities of any kind incurred by Sono N.V.

5.6

Subject to the provisions of article 1025-17 (3) of the Lux Law, the rights and claims comprised in the\nassets of Sono N.V. will be transferred under universal title to Sono Lux with all the securities attached thereto. Sono Lux shall thus\nbe subrogated, without novation, in all rights, of Sono N.V. with respect to all assets and against all debtors without any exception.

5.7

The activities of Sono N.V. will be continued by Sono Lux after the Cross-Border Merger.

5.8

The Cross-Border Merger will not influence the amount of goodwill or the distributable reserves of Sono\nLux. Sono Lux will maintain the legal reserves held by Sono N.V. following the Cross-Border Merger.

5.9

All corporate documents of Sono N.V. will be kept at the registered office of Sono Lux for as long as\nprescribed by the Lux Law.

5.10

The mandates of the members of the Management Board and the Supervisory Board of Sono N.V. will be terminated\non the Effective Date. As of the date of the present Cross-Border Merger Proposal, Sono Lux is managed by Kevin McGurn. On or before the\nEffective Date, Sono Lux will be managed by a board composed of:

(a)

Kevin McGurn;

(b)

David August Dodge (Chair);

(c)

Christopher Charles Schreiber; and

(d)

Owen Arthur May.

5.11

With respect to each committee of the Supervisory Board of Sono N.V. in existence as of immediately\n prior to the Effective Date (each, a Sono N.V. Committee), upon completion of the Redomiciliation Transaction, Sono\n Delaware's board will appoint a separate committee of the Sono Delaware's board of directors (each, a Sono Delaware\n Committee): (i) having the same name as such Sono N.V. Committee, (ii) possessing and delegated with, to the fullest extent\n permitted by applicable law, the same powers, authority and duties as the powers, authority and\nduties of such Sono N.V. Committee immediately prior to the Effective Date, and (iii) consisting of Mr Dodge, Mr Schreiber and Mr May.

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CREDITORS RIGHTS UNDER LUXEMBOURG LAW AND THE LAWS OF THE NETHERLANDS

6.1

After prior notification to the Merging Companies (as applicable), and within three (3) months of the\nPublication, creditors of the Merging Companies may apply to the judge of the Tribunal d’Arrondissement sitting in commercial\nand urgent matters and/or the relevant court in the Netherlands for additional protections and to obtain adequate safeguards. Creditors\nmust demonstrate that the Cross-Border Merger could compromise the recovery of their claim. The president of the relevant chamber of the\nTribunal d’Arrondissement and the relevant court in the Netherlands, respectively, shall reject the application if:

(a)

the creditor already holds adequate safeguards; or

(b)

considering Sono Lux's post-merger financial situation, such safeguards are deemed unnecessary.

The debtor company may also prevent the granting\nof such safeguards by discharging the debt in full, even in the case of term debt. If the safeguards ordered are not provided within the\nprescribed period, the relevant debt will become immediately due and payable.

6.2

At the moment, none of the Merging Companies has provided safeguards, such as guarantees or securities,\nin favour of any creditor, as meant in article 1025-4 14° of the Lux Law and article 2:333d, paragraph g, of the Dutch Law. As of\nthe Effective Date, the creditors of Sono N.V. will become creditors of Sono Lux.

PROPOSED INDICATIVE TIMETABLE OF THE CROSS-BORDER MERGER

7.1

The management bodies of the Merging Companies shall prepare an announcement addressed to the shareholders,\nthe creditors and, if any, the employees of the Merging Companies, as referred to in article 2:333e of the Dutch Law (Announcement).\nThe shareholders, creditors and, if any, employees of the Merging Companies can submit remarks on this Cross-Border Merger proposal no\nlater than five (5) business days prior to the respective general meeting of the Merging Companies adopting the resolution on this Cross-Border\nMerger Proposal. Such remarks will be made available at the registered offices of the Merging Companies and will remain available for\nthe period prescribed by the Lux Law and the Dutch Law.

7.2

This Cross-Border Merger Proposal will be published in the RESA and in the Dutch Government Gazette (Staatscourant).

7.3

After the announcements in the RESA and the Dutch Government Gazette, the objection period of three (3)\nmonths, in which creditors may object to this Cross-Border Merger Proposal begins.

7.4

The sole shareholder of Sono Lux will adopt the resolution on this Cross-Border Merger Proposal, by means\nof the execution of a notarial deed, not less than one (1) month after the announcement in the RESA. The general meeting of Sono N.V.\nmay adopt the resolution on this Cross-Border Merger Proposal, by means of the execution of a notarial deed of record, not less than six\n(6) weeks after publication of the Announcement. It is intended to adopt the resolutions of the general meetings on a date to be determined\nin the fall of 2026 or any date later.

7.5

Upon completion of the relevant legal steps in the Netherlands of the Cross-Border Merger, Sono N.V. will,\nsubject to Clause 8, instruct the Dutch civil-law notary (by electronic means) to issue the pre-merger certificate.

7.6

It is intended that the Cross-Border Merger will complete, after finalisation of all legal steps in Luxembourg\nand the Netherlands, on a date to be determined in the fall of 2026 or any date later.

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WITHDRAWAL MECHANISM

8.1

Sono N.V., as the sole shareholder of Sono Lux, shall vote in favour of the resolution to enter into the\nCross-Border Merger at the extraordinary general meeting of Sono Lux.

8.2

If the Extraordinary General Meeting of Sono N.V. adopts the proposal to enter into the Cross-Border Merger,\nany shareholders of Sono N.V. that voted against the Cross-Border Merger may file a Withdrawal Request in accordance with article 2:333h\nof the Dutch Law during the Withdrawal Period.

8.3

A Sono N.V. shareholder who has voted in favour of the proposal to enter into the Cross-Border Merger\nat the Extraordinary General Meeting, abstained from voting, or was not present or represented at the Extraordinary General Meeting, does\nnot have any rights to file a Withdrawal Request.

8.4

A Withdrawing Shareholder may only make a Withdrawal Request in respect of Sono N.V. shares that such\nWithdrawing Shareholder: (i) held at the Record Date and in respect of which such Withdrawing Shareholder voted against the Cross-Border\nMerger and (ii) still holds at the time of the Withdrawal Request (Sono N.V. Exit Shares). If such Sono N.V. Exit Shares are held\nby the Withdrawing Shareholder in an account with an intermediary, the legal title to those shares must be unconditionally and free from\nany restrictions or encumbrances, transferred in accordance with the Withdrawal Request Form. Following such transfer, these shares cannot\nbe traded on Nasdaq or any other trading venue.

8.5

Once the Withdrawal Period has ended, the Withdrawal Request will be irrevocable. Following the submission\nof the Withdrawal Request Form, a Withdrawing Shareholder shall not be allowed to transfer or dispose of his Sono N.V. Exit Shares in\nany manner, except with the prior written approval of Sono N.V.

8.6

With reference to Clause 8.8, each of the Merging Companies explicitly reserves the right to not give\neffect to the Cross-Border Merger if the number of Withdrawing Shareholders is too many as a result of which Sono Lux may be brought in\nfinancial difficulties (at the sole discretion of any of the Merging Companies) or no longer compliant with the Lux Law and/or the Dutch\nLaw and/or financial covenants and contractual arrangements. If the Cross-Border Merger is not implemented, no shareholder has any right\nunder the Withdrawal Mechanism. The management body of Sono Lux may resolve to waive this condition.

8.7

Further instructions on the requirements to exercise rights under the Withdrawal Mechanism are\nincluded in the Withdrawal Request Form.

Withdrawal Compensation

8.8

Reference is made to various financial reporting and announcements of Sono N.V. in which it has been disclosed\nthat Sono N.V. is in imminent and continuing financing needs and there is uncertainty as to the ability to continue as a going concern.\nAt the date of this Cross-Border Merger Proposal, Sono N.V. has little to no liquidity, cash or other means available to compensate Withdrawing\nShareholders. Since the Sono N.V. Ordinary Shares are listed and admitted to trading on Nasdaq, holders of Sono N.V. Ordinary Shares who\nare considering voting against the Cross-Border Merger have the option to sell their shares in the open market in order to allow the Merging\nCompanies to complete and fully implement the Redomiciliation Transaction.

8.9

On the Effective Date, a Withdrawing Shareholder will not receive Sono Lux Shares. Instead, such Withdrawing\nShareholder will receive the Compensation for his Sono N.V. Exit Shares and such Sono N.V. Exit Shares will be cancelled by operation\nof law as a consequence of the Cross-Border Merger taking effect.

8.10

Due to the reasons set out in Clause 8.8, the Compensation per Sono N.V. share to be received by a Withdrawing\nShareholder equals the nominal value of such Sono N.V. Exit Share.

8.11

After expiry of the Withdrawal Period, the management boards of the Merging Companies shall jointly determine\nthe number of Withdrawing Shareholders and the aggregate number of Sono N.V. Exit Shares on the basis of the received Withdrawal Requests.

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8.12

The Compensation may be subject to Dutch dividend withholding tax (current statutory rate is 15 percent)\nor Dutch conditional withholding tax (current statutory rate is 25.8 percent). Any taxes will be borne by the Withdrawing Shareholder\nand withheld by Sono Lux (or if the Conversion has been implemented, Sono Delaware) as the entity that will pay the Compensation. Withdrawing\nShareholders should determine themselves whether they are entitled to any relief and should timely make proper filings in this respect.

8.13

Sono Lux hereby assumes the obligation to pay the Compensation in accordance with article 2:333i paragraph\n5 of the Dutch Law and Article 1025-10 of the Lux Law and will pay, or procure payment of, such Compensation within two months following\nthe Effective Date, net of any applicable tax to be withheld in accordance with Dutch Law and without any interest. For the avoidance\nof doubt, Sono Lux will be Converted into Sono Delaware immediately after the Effective Date and consequently the Compensation will effectively\nbe paid by Sono Delaware.

8.14

Each of the Merging Companies explicitly reserves the right to not give effect to the Cross-Border\nMerger if a Withdrawing Shareholder makes a request as referred to in article 2:333h paragraph 4 of the Dutch Law. If the Cross-Border\nMerger is not implemented, no shareholder has any right under the Withdrawal Mechanism. The sole director of Sono Lux may resolve to waive\nthis condition.

Auditor's certificates

8.15

The Withdrawal Mechanism and Exchange Ratio established by the Merging Companies has been submitted for\nevaluation purposes to the expert appointed by Sono N.V.

8.16

Under article 1025-7 (4) last paragraph of the Lux Law, Sono Lux is exempt from appointing an auditor\nto evaluate the Exchange Ratio and the Withdrawal Mechanism.

ADDITIONAL PROVISIONS

9.1

The undersigned mutually undertake to take all steps in their power in order to carry out the Cross-Border\nMerger in accordance with the legal and statutory requirements of both Merging Companies.

9.2

Sono Lux shall carry out all required and necessary formalities in order to carry out the Cross-Border\nMerger as well as the transfer of all assets and liabilities of Sono N.V. to Sono Lux.

9.3

Pursuant to article 1025-8 of the Lux Law and article 2:314 of the Dutch Law, the following documents\nwill be held available for inspection by the shareholders and persons holding special rights (if any) and meeting rights (if any) of each\nof the Merging Companies at their registered office, at least six weeks prior to the date set for the general meetings of each of the\nMerging Companies to approve the Cross-Border Merger:

(a)

the Cross-Border Merger Proposal;

(b)

the Explanatory Report;

(c)

the declarations and the reports of the Dutch auditor;

\n \n \n \n \n

(d)

the interim balance sheet of Sono Lux as per 31\n August 2026;

\n \n \n \n \n

(e)

the interim balance sheet of Sono N.V. as per 31\n August 2026;

(f)

the financial reporting (whether or not these qualify as statutory annual accounts) as well as the management\nreports, if any, for the last three financial years of the Merging Companies; and

(g)

the Announcement.

A copy of the applicable above-mentioned documents\nwill be granted free of charge upon request.

A-11

9.4

No incentive measures or subsidies were received by Sono N.V. in the Netherlands over the past five (5)\nyears.

9.5

At the time the Cross-Border Merger is completed, Sono N.V. will render and deliver to Sono Lux all originals\nof all corporate documents, accounting books as well as all accounting documents, ownership titles and any other documents certifying\nownership related to all assets, documentation as to realized transactions, movable assets as well as all contracts (insurance contracts,\ndistribution contracts, loans, employment, fiduciary, etc.) archives and any other documents related to assets and rights transferred.

9.6

Sono Lux shall carry out all formalities required by law in respect of any potential charges or taxes\nrelating to the Cross-Border Merger.

9.7

In particular Sono Lux shall:

(a)

carry out all legal formalities of publication concerning the transfers related to the Cross-Border Merger;

(b)

carry out on its own behalf all declarations and formalities with regard to all administration which are\nnecessary to register in its name the assets transferred; and

(c)

carry out all formalities to render the transfer of assets and rights valid vis-à-vis third parties.

9.8

This Cross-Border Merger Proposal has been drawn up on 5 October 2026, in two originals,\n in order to be registered with the RCS and the Dutch Trade Register (Kamer van Koophandel), and to be published in the RESA\n and in the Dutch Government Gazette (Staatscourant).

9.9

Should any provision of this Cross-Border Merger Proposal be legally partially or completely void, ineffective or become invalid or unenforceable as a result of any statutory provisions, this shall not affect the validity of the remaining provisions of the Cross-Border Merger Proposal. The Merging Companies undertake to replace the ineffective, invalid or unenforceable provision that comes as close as possible to the economic purposes of the ineffective or invalid provision. The same shall apply to any omissions discovered in the course of performing the Cross-Border Merger Proposal.

9.10

This document is worded in English followed by a French unofficial translation and a Dutch unofficial\ntranslation. In case of discrepancies between the English, the French and the Dutch versions, the English version shall prevail.

9.11

For all matters which are not mandatorily subject to the law applicable to Sono N.V. (i.e. Dutch Law)\nthe present draft terms of Cross-Border Merger will be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.\nAny dispute arising from this Cross-Border Merger Proposal will be submitted to the competent courts of the District of the city of Luxembourg.

Definitions

10.1

The capitalized terms used in this Cross-Border Merger Proposal shall have the following meaning ascribed\nto such term:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Compensation		the compensation in cash granted to a Withdrawing Shareholder in respect of Sono N.V. Exit Shares.

Conversion		has the meaning attributed thereto in Clause 2.3.

Cross-Border Merger		has the meaning attributed thereto in Clause 2.4.

Cross-Border Merger Proposal		has the meaning attributed thereto in recital A.

Dutch Law		has the meaning attributed thereto in recital A.

A-12

Effective Date		has the meaning attributed thereto in Clause 3.2.

Exchange Ratio		has the meaning attributed thereto in Clause 4.15.

Explanatory Report		has the meaning attributed thereto in Clause 4.31.

Extraordinary General Meeting		the extraordinary general meeting of Sono N.V., to be held on a date to be determined in the fall of 2026, or such other date as may be the case.

General Meeting		the general meeting of shareholders of Sono N.V.

Lux Law		has the meaning attributed thereto in recital A.

Management Board		the management board of Sono N.V.

Merging Companies and Merging Company		has the meaning attributed thereto in the introduction of this Cross-Border Merger Proposal.

Publication		has the meaning attributed thereto in Clause 3.1.

RCS		Register of Commerce and Companies of Luxembourg.

Record Date		means the 28^th day prior to the Extraordinary General Meeting.

Redomiciliation Transaction		the Cross-Border Merger, followed by the Conversion.

S-4 Prospectus		the registration statement on Form S-4 containing a joint proxy statement and prospectus as prepared by Sono Lux and filed with the United States Securities and Exchange Commission (SEC), declared effective by the SEC, and circulated to the shareholders of Sono N.V. and made available on the website of Sono N.V.

Sono N.V.		has the meaning attributed thereto in the introduction of this Cross-Border Merger Proposal.

Sono N.V. Exit Shares		has the meaning attributed thereto in Clause 8.4.

Sono N.V. High Voting Share		a high voting share in the capital of Sono N.V.

Sono N.V. Interim Accounts		has the meaning attributed thereto in Clause 4.25.

Sono N.V. Ordinary Share		an ordinary share in the capital of Sono N.V.

Sono N.V. Preferred Share		a preferred share in the capital of Sono N.V.

Sono Delaware		Sono Group, Inc.

Sono Delaware Class A Share		a share of class A common stock of Sono Delaware.

Sono Delaware Class B Share		a share of class B common stock of Sono Delaware.

A-13

Sono Delaware Shares		the shares in the capital of Sono Delaware. Unless the contrary is apparent, this shall include the Sono Delaware Class A Shares, the Sono Delaware Class B Shares and the Sono Delaware Preferred Shares.

Sono Delaware Preferred Share		a share of series A preferred stock of Sono Delaware.

Sono Lux		has the meaning attributed thereto in the introduction of this Cross-Border Merger Proposal.

Sono Lux Class A Share		a class A ordinary share in the capital of Sono Lux having a nominal value of EUR 0.001 each, and the rights and obligations allocated set out in the articles of association attached as Schedule 2.

Sono Lux Class B Share		a class B ordinary share in the capital of Sono Lux having a nominal value of EUR 0.001 each, and the rights and obligations allocated set out in the articles of association attached as Schedule 2.

Sono Lux Preferred Share		a preferred share in the capital of Sono Lux having a nominal value of EUR 0.001 each, and the rights and obligations allocated set out in the articles of association attached as Schedule 2.

Sono SA Conversion		has the meaning attributed thereto in clause 4.11.

Sono Lux Shares		the shares in the capital of Sono Lux. Unless the contrary is apparent, this shall include the Sono Lux Class A Shares, the Sono Lux Class B Shares and the Sono Lux Preferred Shares.

Supervisory Board		the supervisory board of Sono N.V.

Withdrawal Mechanism		the withdrawal mechanism provided to Sono N.V. shareholders who have voted against the Cross-Border Merger and who do not wish to hold shares in Sono Lux, in accordance with article 2:333h of the Dutch Law.

Withdrawal Period		the period ending one month after the day of the extraordinary general meeting of Sono N.V. during which a Sono N.V. shareholder may make a Withdrawal Request.

Withdrawal Request		the right of a Sono N.V. shareholder pursuant to article 2:333h of the Dutch Law and Clause 8 of this Cross-Border Merger Proposal.

Withdrawal Request Form		means the form attached to this Cross-Border Merger Proposal as Schedule 4.

Withdrawal Right		the right of a Sono N.V. shareholder pursuant to article 2:333h paragraph 1 of the Dutch Law and Clause 8 of this Cross-Border Merger Proposal.

Withdrawing Shareholder		any Sono N.V. shareholder who has duly elected to exercise its rights under the Withdrawal Mechanism and has duly submitted a Withdrawal Request to Sono N.V.

A-14

Schedules attached to this Cross-Border Merger Proposal

The following documents are attached to this\nCross-Border Merger Proposal:

(a)

the current articles of association of Sono Lux;

(b)

the proposed articles of association of Sono Lux as they will read from the Effective Date;

(c)

the Dutch auditor's report; and

(d)

Withdrawal Request Form.

[signature page to follow]

A-15

Signature page

THIS CROSS-BORDER MERGER PROPOSAL HAS BEEN SIGNED ON THE DATE STATED AT\nTHE BEGINNING OF THIS CROSS-BORDER MERGER PROPOSAL BY:

The (temporary) managing and supervisory directors of Sono Group N.V.:

\n \n \n \n

/s/ K.J. McGurn

By: K.J. McGurn

\n \n \n \n

/s/ D.A. Dodge

By: D.A. Dodge

\n \n \n \n

/s/ C.C. Schreiber

By: C.C. Schreiber

\n \n \n \n

/s/ O.A. May

By: O.A. May

The sole director of Sono Group S.à r.l.:

\n \n \n \n

/s/ K.J. McGurn

By: K.J. McGurn

A-16

Schedule 1 Current Articles of association\nof Sono Lux

A-17

\n\n \n \n

$\"\"$

Registre de Commerce et\n des Sociétés

\n\n

Numéro RCS : B302122

\n\n

Référence de dépôt : L250389414

Déposé le 25/11/2025

Sono Group S.à r.l.

Société à responsabilité limitée

Formulaire de réquisition

Immatriculation

Données relatives à l'établissement\nprincipal

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Dénomination

Dénomination		Sono Group S.à r.l.

Forme juridique

Forme juridique		Société à responsabilité limitée

Mention supplémentaire		Aucune mention supplémentaire

Siège social

Siège social		8, Avenue de la Gare L-1610 Luxembourg

Objet social

Objet social		3.1L'objet de la Société est la prise de participations, tant au Luxembourg qu'à l'étranger, dans toutes sociétés ou entreprises, sous quelque forme que ce soit, et la gestion de ces participations. La Société peut notamment acquérir par souscription, achat et échange, ou de toute autre manière, tous titres, actions et autres titres de participations, obligations, créances, certificats de dépôt et autres instruments de dette et, et plus généralement, toutes valeurs mobilières et instruments financiers émis par une toute entité publique ou privée. Elle pourra participer à la création, au développement, à la gestion et au contrôle de toute entité ou entreprise. Elle pourra en outre, investir dans l'acquisition et la gestion d'un portefeuille de brevets ou autres droits de propriété intellectuelle de quelque nature ou origine que ce soit. 3.2La Société pourra emprunter sous quelque forme que ce soit. Elle pourra procéder à l'émission de billets à ordre, d'obligations et de titres représentatifs d'emprunts et/ou de participation, sous réserve que l'émission d'obligations convertibles ou de tout autre instrument de dette convertible en capital ou droits de souscription, qu'il soit isolé ou attaché à un autre titre, est soumise aux dispositions légales applicables à la cession de parts sociales et à celles concernant l'agrément des non-associés. Elle pourra prêter des fonds, en ce compris, et sans limitation, les revenus de tout emprunt, à ses filiales, sociétés affiliées ou toutes autres sociétés. Elle peut également consentir des garanties et nantir, céder, grever des charges ou créer et accorder des sûretés sur tout ou partie de ses avoirs afin de garantir ses propres obligations et celles de toute autre société et, de manière générale, en sa faveur et en faveur de toute autre société ou personne. En tout état de cause, la Société ne peut effectuer aucune activité réglementée du secteur financier sans avoir obtenu l'autorisation nécessaire. 3.3La Société peut...

L'objet n'a pu être complété dans son intégralité.

$\"\"$	Page 18\n / 3

$\"\"$

Capital social / Fonds social

Type		Fixe
Montant		12 000
Devise		Euro
Etat de libération		Total

Date de constitution

Date de constitution		28/10/2025

Durée

Durée		Illimitée

Exercice social

Premier exercice ou exercice		Du 28/10/2025
raccourci		Au 31/12/2026
Exercice social		Du 01/01
		Au 31/12\n

Régime de signature statutaire

Régime de signature statutaire		(a)La Société est engagée vis-à-vis des tiers en toutes circonstances par la signature du gérant unique ou, en cas de Collège, par la signature de tout gérant. (b)En vertu de l'article 8.2(b), la Société est également valablement engagée vis-à-vis des tiers par la seule signature du gérant en charge de la gestion journalière. (c)En vertu de l'article 8.2(c), la Société est également valablement engagée vis-à-vis des tiers par la signature de toute personne à qui des pouvoirs spéciaux ont été délégués par le Collège.

Associé(s)

Inscription

Sono Group N.V.

Immatriculé(e) sous le numéro 80683568, Handelsregister, Pays-Bas

Forme juridique		Besloten Vennootschap

Siège social		93, Waldmeisterstrasse \n80935 Munich (Allemagne)

Parts sociales		Type de parts : parts sociales
		Nombre de parts

$\"\"$	Page 19 / 3

$\"\"$

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Administrateur(s) / Gérant(s)


Inscription

Mc Gurn Kevin John
Date de naissance		4/1/1973
Lieu de naissance		New Jersey
Pays de naissance		États-Unis
Adresse privée ou professionnelle		93, Waldmeisterstrasse
		80935 Munich (Allemagne)
Fonction		gérant unique
Date de nomination		28/10/2025
Durée du mandat		Indéterminée

$\"\"$	Page 20 / 3

Registre de Commerce et des Sociétés

Numéro RCS : B302122

Référence de dépôt : L250389414

Déposé\nle 25/11/2025

Sono Group S.à r.l.

Société à\nresponsabilité limitée

Siège social : 8, Avenue de la Gare

L-1610 Luxembourg

R.C.S. Luxembourg : en cours

CONSTITUTION DE SOCIETE DU 28 OCTOBRE\n2025

NUMERO 4992

In the year two thousand twenty-five, on the twenty-eighth\nday of October,

before the undersigned, Maître\nDirk LEERMAKERS, a notary residing in Clervaux, Grand Duchy of Luxembourg,

THERE APPEARED:

Sono Group N.V., a company incorporated under\nthe laws of the Netherlands, having its registered office at Waldmeisterstrasse 93, 80935 Munich, Germany, registered with the Dutch trade\nregister under number 80683568,

here represented by Emilie Déom, notary clerk,\nwith professional address in Clervaux, by virtue of a power of attorney given under private seal.

After signature ne varietur by the authorised representative\nof the appearing party and the undersigned notary, the power of attorney will remain attached to this deed to be registered with it.

The appearing party, represented as set out above, has\nrequested the undersigned notary to state as follows the articles of incorporation of a private limited liability company (société\nà responsabilité limitée), which is hereby incorporated:

I Name - Registered office -\nCorporate object - Duration

\n\n

Name

The name of the company is Sono Group S.à\nr.l. (Company). The Company is a private limited liability company (société à responsabilité\nlimitée) governed by the laws of the Grand Duchy of Luxembourg, in particular the law of August 10, 1915 on commercial companies,\nas amended (Law), and these articles of association (Articles).

Registered office

2.1

The Company's registered office is established in Luxembourg, Grand Duchy of Luxembourg.\nIt may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of the shareholder(s), adopted, to\nthe extent required, in the manner required for the amendment of the Articles or by a resolution of the board of managers of the Company\n(Board) who, for this purpose, is authorized, to the extent required, to amend the Articles.

2.2

Branches, subsidiaries or other offices may be established in the Grand Duchy\nof Luxembourg or abroad by a resolution of the Board. If the Board determines that extraordinary political or military developments or\nevents have occurred or are imminent, and that those developments or events may interfere with the normal activities of the Company at\nits registered office, or with ease of communication between that office and persons abroad, the registered office may be temporarily\ntransferred abroad until the developments or events in question have completely ceased. Any such temporary measures do not affect the\nnationality of the Company, which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg incorporated\ncompany.

Corporate object

3.1

The Company's object is the acquisition of participations, in Luxembourg or abroad,\nin any companies or enterprises in any form whatsoever, and the management of those participations. The Company may in particular acquire,\nby subscription, purchase and exchange or in any other manner, any stock, shares and other participation securities, bonds, debentures,\ncertificates of deposit and other debt instruments and, more generally, any securities and financial instruments issued by any public\nor private entity. It may participate in the creation, development, management and control of any company or enterprise. Further, it may\ninvest in the acquisition and management of a portfolio of patents or other intellectual property rights of any nature or origin.

3.2

The Company may borrow in any form. It may issue notes, bonds and any kind of debt

and equity securities provided that the issue of convertible\nbonds, any other debt instruments convertible into capital or subscription rights, whether stand alone or attached to another security\nshall be subject to the provision applicable to the transfer of shares and approval of non-shareholders. It may lend funds, including,\nwithout limitation, the proceeds of any borrowings, to its subsidiaries, affiliated companies and any other companies. It may also give\nguarantees and pledge, transfer, encumber or otherwise create and grant security over some or all of its assets to guarantee its own obligations\nand those of any other company, and, generally, for its own benefit and that of any other company or person. For the avoidance of doubt,\nthe Company may not carry out any regulated financial sector activities without having obtained the requisite authorisation.

3.3

The Company may use any techniques, legal means and instruments to manage its\ninvestments efficiently and protect itself against credit risks, currency exchange exposure, interest rate risks and other risks.

3.4

The Company may carry out any commercial, financial or industrial operation and\nany transaction with respect to real estate or movable property which, directly or indirectly, favours or relates to its corporate object.

Duration

4.1

The Company is formed for an unlimited period.

4.2

The Company may have one or several shareholders with a maximum of one hundred (100) shareholders. In the event that the number of shareholders\nof the Company exceeds one hundred (100), the Company shall have one (1) year from the date on which such limit is exceeded to transform\ninto another legal form.

4.3

The Company shall not be dissolved by reason of the death, suspension of civil\nrights, incapacity, insolvency, bankruptcy or any similar event affecting one or more shareholders.

II Capital - Shares

\n\n

Capital

5.1

The share capital is set at twelve thousand euros (EUR 12,000), represented by\ntwelve thousand (12,000) shares in registered form, having a nominal value of one euro (EUR 1) each.

5.2

The share capital may be increased or reduced once or several times by a resolution\nof the shareholders, acting in accordance with the conditions prescribed for the amendment of the Articles.

5.3

Any share premium paid on any share in addition to its nominal value or amount\ncontributed by the shareholders to the equity contribution account without issuance of shares (account 115 « apport en capitaux\npropres non rémunérés par des titres » of the Luxembourg Chart of Accounts in force ) (\"Account 115\")\nshall be at the free disposal of the Company in accordance with and subject to the Law and these Articles and may notably be used, in\nwhole or in part, for the payment or repayment of any shares which the Company may purchase/redeem from its shareholders, to offset any\nnet realised losses, and/or to make distributions to the shareholders in accordance with article 15.5.

\n\n

6.1

Each share entitles the holder to a fraction of the corporate assets and profits\nof the Company in direct proportion to the number of shares in existence.

6.2

The shares are indivisible towards the Company which recognises only one (1) owner\nper share. If there are several owners of a share, the Company is entitled to suspend the rights relating thereto in accordance with the\nLaw, until one (1) person is designated as being, with regard to the Company, its owner.

6.3

The shares are freely transferable between shareholders.

6.4

When the Company has a sole shareholder, the shares are freely transferable to\nthird parties.

6.5

When the Company has more than one shareholder, the transfer of shares (inter\nvivos) to third parties must be notified in advance to the Company and is subject to prior approval by shareholders, representing\nat least three-quarters (3/4) of the shares of the Company. The same applies for the creation of a usufruct or assignment of either a\nusufruct or bare ownership.

6.6

If a shareholder intends to transfer one or more shares to a third party, such transferring\nshareholder must send a notice to the Company with all relevant details of the proposed transfer, including the identity of the third-party\ntransferee(s), the transfer price, and, if relevant, the conditions applicable to the transfer.

6.7

In case the approval contemplated under article 6.5 is refused, and save if the\ntransferring shareholder forego the transfer, the shareholders may acquire or procure to have the shares acquired – within three\nmonths, which term can be extended in accordance with the Law – the shares for which the transfer has been refused, pro rata the\nshares already owned by them, without prejudice to a different agreement among the parties.

6.8

The purchase price for the transfer of shares contemplated under article 6.7 shall

correspond to the fair market value of such shares, which\nshall be determined by the Board in its absolute discretion, as of the date of notification as per article 6.5 or the date of death of\nthe shareholder, without prejudice to a different agreement among the parties. In the absence of an agreement among the parties on the\npurchase price, this will be set by the competent court at the demand of the most diligent party. The expertise costs, if any, are to\nbe borne by the Company.

6.9

The Company may also, and save if the transferring shareholder forego the transfer,\nresolve – within the same three months term as set out in article 6.7 – to redeem the contemplated share for the purchase\nprice set out in article 6.8, with or without a reduction of share capital. A payment term may be granted to the Company in accordance\nwith the Law.

6.10

The shares which, after three months following the refusal of the approval, have\nnot been bought by the shareholders or the Company in accordance with the preceding paragraphs, will be validly transferred to the transferee\nproposed by the transferring shareholder pursuant to the conditions and at the price that were mentioned in the transfer proposal or will\nbe validly transferred to the heirs or the beneficiaries of the deceased shareholder.

6.11

In accordance with the Law, the transfer of shares to third parties by reason\nof death must be approved by shareholders representing three-quarters (3/4) of the rights owned by the survivors.

6.12

A share transfer shall only be binding on the Company or third parties following\nnotification to, or acceptance by, the Company in accordance with article 1690 of the Luxembourg Civil Code.

6.13

A shareholders' register shall be kept at the registered office and may be examined\nby any shareholder on request.

6.14

The Company may redeem its own shares within the limits set out in the Law and\nmay hold such repurchased shares in treasury, or alternatively cancel such shares held in treasury. The voting and the financial rights\nattached to the repurchased shares held in treasury shall be suspended during the period when they are held by the Company. Repurchased\nshares held in treasury are not taken into account for the calculation of quorums and majorities in General Meetings (as defined below)\nor shareholders written consultations.

III Management\n- Representation

Appointment and removal of managers

7.1

The Company shall be managed by one or more managers appointed by a resolution\nof the shareholders, which sets the term of their office. The managers need not be shareholders.

7.2

The managers may be removed at any time, with or without cause, by a resolution\nof the shareholders.

Board of managers

8.1

Board composition

If several managers are appointed, they shall constitute the\nBoard.

8.2

Powers of the Board

(a)

All powers not expressly reserved to the shareholders by the Law or the Articles\nfall within the competence of the Board, which has full power to carry out and approve all acts and operations consistent with the Company's\ncorporate object.

(b)

The Board is authorized to delegate the day-to-day management, and the power to\nrepresent the Company in this respect, to one or more directors, officers, managers or other agents, whether shareholders or not, acting\neither individually or jointly. If the day-to-day management is delegated to one or more managers, the Board must report to the annual\nGeneral Meeting any salary, fee and/or any other benefit granted to those manager(s) during the relevant financial year.

(c)

The Board may delegate special or limited powers to one or more agents for specific\nmatters.

8.3

Procedure

(a)

The Board shall meet at the request of any manager, at the place indicated in\nthe convening notice, which should in principle be in Luxembourg.

(b)

Written notice of any Board meeting shall be given to all managers at least twenty-four\n(24) hours in advance, except in the case of an emergency, in which case the nature and circumstances of such emergency shall be set out\nin the notice.

(c)

No notice is required if all members of the Board are present or represented and\neach of them states that they have full knowledge of the agenda for the meeting. A manager may also waive notice of a meeting, either\nbefore or after

the meeting. Separate written notices are not required\nfor meetings which are held at times and places indicated in a schedule previously adopted by the Board.

(d)

A manager may grant to another manager a power of attorney in order to be represented\nat any Board meeting.

(e)

The Board may only validly deliberate and act if a majority of its members are\npresent or represented. Board resolutions shall be validly adopted by a majority of the votes of the managers present or represented.\nBoard resolutions shall be recorded in minutes signed by the chairperson of the meeting or, if no chairperson has been appointed, by all\nthe managers present or represented.

(f)

Any manager may participate in any meeting of the Board by telephone or video\nconference, or by any other means of communication which allows all those taking part in the meeting to identify, hear and speak to each\nother. Participation by such means is deemed equivalent to participation in person at a duly convened and held meeting and shall be considered\nas taken at the registered office of the Company.

(g)

Circular resolutions signed by all the managers (Managers' Circular Resolutions)\nshall be valid and binding as if passed at a duly convened and held Board meeting and shall be considered as taken at the registered office\nof the Company. Managers' Circular Resolutions shall bear the date of the last signature. Such signatures may appear on a single document\nor on multiple copies of an identical resolution.

(h)

A manager who has a financial interest in a transaction which conflicts with the\ninterests of the Company must advise the Board accordingly and have the statement recorded in the minutes of the meeting. The manager\nconcerned may not take part in the deliberations concerning that transaction. A special report on the relevant transaction shall be submitted\nto the shareholders at the next General Meeting (as defined below), before any vote on any other resolution. Where, by reason of a conflicting\ninterest, the number of managers required to validly deliberate is not met, the Board may decide to submit this specific item to the General\nMeeting. This article 8.3(h) does not apply to transactions carried out under normal circumstances in the ordinary course of business.

8.4

Representation

(a)

The Company shall be bound towards third parties in all matters by the

signature of the sole manager, or in case of a Board,\nby the single signature of any manager.

(b)

Pursuant to article 8.2(b), the Company shall also be bound towards third parties\nby the sole signature of any day-to-day manager.

(c)

Pursuant to article 8.2(c), the Company shall also be bound towards third parties\nby the signature of any person(s) to whom special powers have been delegated by the Board.

Sole manager

9.1

If the Company is managed by a sole manager, all references in the Articles to\nthe Board, the managers or any manager are to be read as references to the sole manager, as appropriate.

9.2

Transactions entered into by the Company which conflict with the interest of its\nsole manager must be recorded in minutes. This does not apply to transactions carried out under normal circumstances in the ordinary course\nof business.

Liability of the managers

Without prejudice to article 710-16 of the Law, the managers\nshall not be held personally liable by reason of their office for any commitment they have validly made in the name of the Company.

IV Shareholders

General Meetings of shareholders and SŚĂƌĞŚŽůĚĞƌƐ͛\nWritten Resolutions

11.1

Powers and voting rights

(a)

Unless resolutions are taken in accordance with article 11.1(b), resolutions of\nthe shareholders shall be adopted at a general meeting of shareholders (each a General Meeting), in which case an attendance list\nshall be kept.

(b)

Save in the event of amendments to the Articles, if the number of shareholders of\nthe Company does not exceed sixty (60), resolutions of the shareholders may be adopted in writing (Written Shareholders' Resolutions).\nThe signatures of the shareholders may appear on a single document or on multiple copies of an identical resolution.

\n\n

(c)

Each share entitles the holder to one (1) vote.

(d)

The Board may suspend the voting right of any shareholder who is in breach of his\nobligations resulting from the Articles.

(e)

A shareholder may individually decide not to exercise, temporarily or permanently,\nall or part of his voting rights. The waiving shareholder is bound

by such waiver and the waiver is mandatory for the Company\nupon notification to the latter.

(f)

If voting rights are suspended in accordance with article 11.1(d) or the exercise\nof voting rights has been waived in accordance with article 11.1(e), such shareholder(s) may attend any General Meeting but their shares\nshall not be accounted for in the determination of the quorum and voting requirements or to determine if the written resolutions have\nbeen validly adopted.

(g)

The exercise of voting right may be the subject of agreements amongst shareholders\nwhich are valid and binding, to the extent that such voting agreements are not in conflict with the provisions of the Law.

11.2

Notices, quorum, majority and voting procedures

(a)

The shareholders may be convened to General Meetings by the Board. The Board must\nconvene a General Meeting following a request from shareholders representing more than half (1/2) of the share capital.

(b)

Written notice of any General Meeting shall be given to all shareholders at least\neight (8) days prior to the date of the meeting, except in the case of an emergency, in which case the nature and circumstances of such\nemergency shall be set out in the notice.

(c)

When resolutions are to be adopted in writing, the Board shall send the text of\nsuch resolutions to all the shareholders. The shareholders shall vote in writing and return their vote to the Company within the timeline\nfixed by the Board. Each manager shall be entitled to count the votes.

(d)

General Meetings shall be held at the place and time specified in the notices.

(e)

If all the shareholders are present or represented and consider themselves duly\nconvened and informed of the agenda of the General Meeting, it may be held without prior notice.

(f)

A shareholder may grant written power of attorney to another person (who need not\nbe a shareholder) in order to be represented at any General Meeting.

(g)

The shareholders may participate in any meeting of the shareholders of the Company\nby video conference call or by any other similar means of communication permitting their identification in accordance with the Law which\nis deemed equivalent to a participation in person at such meeting.

(h)

Any shareholder may vote by using forms and request such form to the Company at\nleast three (3) business days prior to the meeting. Voting forms

must contain the date, place and agenda of the meeting\nand the text of the proposed resolutions. For each resolution, the form must contain three boxes allowing for a vote for or against that\nresolution or an abstention. Shareholders must return the voting forms to the Company. Only voting forms received prior to the General\nMeeting shall be taken into account in calculating the quorum for the meeting. Voting forms which indicate neither a voting intention\nnor an abstention shall be considered void.

\n\n

(i)

Resolutions to be adopted at General Meetings shall be passed by shareholders owning more\nthan half (1/2) of the share capital. If this majority is not reached at the first General Meeting or first written consultation, the\nshareholders shall be convened or consulted a second time by registered letter and the resolutions shall be adopted by a majority of\nthe votes cast, irrespective of the proportion of the share capital represented.

(j)

The Articles may only be amended with the consent of shareholders holding at least\nthree-quarters (3/4) of the share capital.

(k)

Any increase in a shareholder's commitment to the Company shall require the unanimous\nconsent of the shareholders.

\n\n

(l)

If there is more than one class of shares and the proposed resolution of the shareholders\nis such as to change the respective rights attached thereto, the resolutions must, in order to be valid, fulfil the conditions as to\nattendance and majority laid down by these Articles with respect to each class of shares.

(m)

Written Shareholders' Resolutions are passed with the quorum and majority requirements\nset out above and shall bear the date of the last signature received prior to the expiry of the timeline fixed by the Board and by using\nthe forms provided by the Company for that purpose.

\n\n

Sole shareholder

When the number of shareholders is reduced to one (1):

12.1

Article 710-28 of the Law shall apply;

12.2

the sole shareholder shall exercise all powers granted by the Law to the General\nMeeting;

12.3

any reference in the Articles to the shareholders, the General Meeting, or the\nWritten Shareholders' Resolutions is to be read as a reference to the sole shareholder or the sole shareholder's resolutions, as appropriate;\nand

12.4

the resolutions of the sole shareholder shall be recorded in minutes or drawn up in

writing.

V Annual accounts - Allocation of profits\n- Supervision

\n\n

Financial year\n and approval of annual accounts

13.1

The financial year begins on the first (1) of January and ends on the thirty-first\n(31) of December of each year.

13.2

Each year, the Board must prepare the balance sheet and profit and loss accounts,\ntogether with an inventory stating the value of the Company's assets and liabilities, with an annex summarising the Company's commitments\nand the debts owed by its manager(s) and shareholders to the Company.

13.3

Any shareholder may inspect the balance sheet and the inventory at the registered\noffice.

13.4

The balance sheet and profit and loss accounts must be approved in the following\nmanner:

(a)

if the number of shareholders of the Company does not exceed sixty (60), within\nsix (6) months following the end of the relevant financial year either (i) at the annual General Meeting (if held) or (ii) by way of Written\nShareholders' Resolutions; or

(b)

if the number of shareholders of the Company exceeds sixty (60), at the annual\nGeneral Meeting.

13.5

If the number of shareholders of the Company exceeds sixty (60), the annual General\nMeeting shall be held at the registered office or at any other place within the municipality of the registered office the third Monday\nof June of each year at 10:00am and if such day is not a business day for banks in Luxembourg, the annual general meeting shall be held\non the next following business day.

Auditors

14.1

When so required by law, the Company's operations shall be supervised by one or\nmore approved external auditors (réviseurs d'entreprises agréés). The shareholders shall appoint the approved\nexternal auditors, if any, and determine their number and remuneration and the term of their office.

14.2

If the number of shareholders of the Company exceeds sixty (60), the Company's\noperations shall be supervised by one or more statutory auditors (commissaires), unless the law requires the appointment of one\nor more approved external auditors (réviseurs d'entreprises agréés). The statutory auditors are subject to\nre-appointment at the annual General Meeting. They may or may not be shareholders.

Allocation of profits - Distributions - Share premium and assimilated premium\nrepayment

15.1

Five per cent (5%) of the Company's annual net profits must be allocated to the\nreserve required by law (Legal Reserve). This requirement ceases when the Legal Reserve reaches an amount equal to ten per cent\n(10%) of the share capital, but becomes compulsory again if the Legal Reserve subsequently falls below such ten per cent (10%).

15.2

The shareholders shall determine the allocation of the balance of the annual net\nprofits. They may decide to transfer the balance to a reserve account, or to carry it forward in accordance with the applicable legal\nprovisions. The shareholders may further decide to distribute the annual net profits in accordance with the applicable legal provisions.

15.3

Interim dividends may be distributed at any time, subject to the following conditions:

(a)

the Board must draw up interim accounts showing sufficient profits and other amounts\navailable for distribution (including share premium and Account 115);

(b)

the amount to be distributed may not exceed the profits made since the end of\nthe last financial year for which the annual accounts have been approved, if any, increased by profits carried forward and distributable\nreserves, and reduced by losses carried forward and sums to be allocated to any statutory reserves (including the Legal Reserve);

(c)

the Board's decision to distribute the interim dividends may not be taken more\nthan two (2) months after the date at which the interim accounts referred to in item (i) above have been drawn up; and

(d)

the statutory auditors (commissaires) or the approved external auditors (réviseurs\nd'entreprises agréés), if any and as applicable, must prepare a report addressed to the Board which must verify whether\nthe above conditions have been met.

15.4

If the interim dividends paid exceed the distributable profits at the end of the\nfinancial year, such difference shall be considered as an advance on the next dividend. To the extent any final dividend is declared and\npaid and does not correspond to profits actually earned in the applicable financial year, the Board has the right to claim the reimbursement\nof dividends not corresponding to profits actually earned and the shareholders must immediately refund the excess to the Company if so\nrequired by the Board.

15.5

Without prejudice to the right of the shareholders to resolve upon the repayment\nand distribution of any amount allocated to the share premium account, the Account 115 or

assimilated premium accounts of the Company, the Board\nis authorised to repay and distribute any part or all of these amounts to the shareholders subject to the limits provided for by the Law\nand, as the case may be, these Articles.

VI Dissolution\n- Liquidation

16.1

The Company may be dissolved at any time by a resolution of the shareholders adopted\nwith the consent of shareholders holding at least three-quarters (3/4) of the share capital. The shareholders shall appoint one or more\nliquidator(s), who need not be shareholders, to carry out the liquidation, and shall determine their number, powers and remuneration.\nUnless otherwise decided by the shareholders, the liquidators shall have full power to realise the Company's assets and pay its liabilities.

16.2

The surplus (if any) after realisation of the assets and payment of the liabilities\nshall be distributed to the shareholders in proportion to the shares held by each of them.

VII General provisions

17.1

Notices and communications may be made or waived, Managers' Circular Resolutions,\nWritten Shareholders Resolutions, voting forms and powers of attorney may be evidenced, in writing, by fax, email or any other means of\nelectronic communication.

17.2

Powers of attorney may be granted by any of the means described in article 17.1.\nPowers of attorney in connection with Board meetings may also be granted by a manager, in accordance with such conditions as may be accepted\nby the Board.

17.3

Signatures of the Managers' Circular Resolutions, the resolutions adopted by the\nBoard or the shareholders by telephone or video conference or the Written Shareholders' Resolutions, as the case may be, may appear on\none original or several counterparts of the same document, all of which taken together shall constitute one and the same document.

17.4

All matters not expressly governed by these Articles shall be determined in accordance\nwith the applicable law and, subject to any non-waivable provisions of the law, with any agreement entered into by the shareholders from\ntime to time.

TRANSITIONAL PROVISION

The Company's first financial year shall begin on the date of\nthis deed and shall end on the thirty-first (31) of December 2026.

SUBSCRIPTION AND PAYMENT

Sono Group N.V., represented as stated above, subscribes\nfor twelve thousand (12,000) shares in registered form, having a nominal value of one euro (EUR 1) each, and agrees to pay them in full\nby a contribution in cash in an amount of twelve thousand euros (EUR 12,000). The amount of twelve thousand euros (EUR 12,000) is at the\nCompany's disposal and evidence thereof has been given to the undersigned notary.

RESOLUTIONS OF THE SOLE SHAREHOLDER

Immediately after the incorporation of the Company, its\nsole shareholder, representing the entire subscribed capital, adopted the following resolutions:

Kevin John McGurn, born on 4 January 1973 in the New Jersey, USA, professionally\nresiding at Waldmeisterstrasse 93, 80935 Munich, Germany, is appointed as manager of the Company for an indefinite period.

The registered office of the Company is located at 8 Avenue de la Gare, L-1610 Luxembourg,\nGrand Duchy of Luxembourg.

COSTS

The expenses, costs, fees and charges of any kind whatsoever\nto be borne by the Company in connection with its incorporation are estimated at approximately one thousand eight hundred euros (EUR\n1,800).

DECLARATIONS

The undersigned notary, who understands and speaks English,\nstates at the request of the appearing party that this deed is drawn up in English, followed by a French version, and that in the case\nof discrepancies, the English version prevails.

To the extent necessary, the appearing party confirms\nthat none of the appearing party shall be entitled to receive any special advantages in connection with or as a result of this notarial\ndeed. The undersigned notary certifies, as writer of this deed, that he verified the compliance and the completion of the requirements\nset forth in articles 710-6 and 710-7 first indent of the Law.

WHEREUPON, this notarial deed is drawn up in Clervaux,\non the date stated above.

After reading this deed aloud, the notary signs it with the authorised\nrepresentative of the appearing party.

SUIT LA TRADUCTION FRANÇAISE DU TEXTE\nQUI PRECEDE :

L'an deux mille vingt-cinq, le vingt-huitième jour du mois\nd’octobre,

Par devant le soussigné, Maître Dirk LEERMAKERS,\nnotaire de résidence à Clervaux, Grand-Duché de Luxembourg.

A COMPARU :

Sono Group N.V., une société constituée\nselon les lois des Pays-Bas, ayant son siège social à Waldmeisterstrasse 93, 80935 Munich, Allemagne, enregistrée\nauprès du registre de commerce néerlandais sous le numéro 80683568,

Ici représentée par Emilie Déom,\nclerc de notaire, avec adresse professionnelle à Clervaux, en vertu d'une procuration donnée sous seing privé.

Après avoir été signée ne\nvarietur par le mandataire de la partie comparante ainsi que le notaire soussigné, la procuration reste annexée au présent\nacte pour les formalités de l'enregistrement.

La partie comparante, représentée comme\nindiqué ci-dessus, a requis le notaire soussigné de formuler comme suit les statuts d'une société à\nresponsabilité limitée, constituée par le présent acte :

I Dénomination\n- Siège social - Objet social - Durée

Dénomination

Le nom de la société est Sono Group S.à\nr.l. (la Société). La Société est une société responsabilité limitée\nrégie par les lois du Grand-Duché de Luxembourg, et en particulier par la loi du 10 août 1915 sur les sociétés\ncommerciales, telle que modifiée (la Loi), ainsi que par les présents statuts (les Statuts).

\n\n

Siège social

2.1

Le siège social de la Société est établi dans la commune\nde Luxembourg, Grand-Duché de Luxembourg. Le siège social peut être transféré en tout autre endroit\ndu Grand-Duché de Luxembourg par une résolution de(s) associé(s) adoptée, si nécessaire, selon

les modalités requises pour la modification des\nStatuts ou par une résolution du collège de gérance de la Société (le Collège) qui est\nainsi autorisé, si nécessaire, à modifier les Statuts en conséquence.

2.2

Il peut être créé des succursales, filiales ou autres bureaux\ntant au Grand-Duché de Luxembourg qu'à l'étranger par décision du Collège. Lorsque le collège\nde gérance estime que des développements ou événements extraordinaires d'ordre politique ou militaire se sont\nproduits ou sont imminents, et que ces développements ou événements sont de nature à compromettre les activités\nnormales de la Société à son siège social, ou la communication entre le siège social et l'étranger,\nle siège social peut être transféré provisoirement à l'étranger jusqu'à cessation complète\nde ces développements ou événements. De telles mesures provisoires n'auront aucun effet sur la nationalité\nde la Société, qui, nonobstant le transfert provisoire de son siège social, restera une société luxembourgeoise.

Objet social

3.1

L'objet de la Société est la prise de participations, tant au Luxembourg\nqu'à l'étranger, dans toutes sociétés ou entreprises, sous quelque forme que ce soit, et la gestion de ces\nparticipations. La Société peut notamment acquérir par souscription, achat et échange, ou de toute autre manière,\ntous titres, actions et autres titres de participations, obligations, créances, certificats de dépôt et autres instruments\nde dette et, et plus généralement, toutes valeurs mobilières et instruments financiers émis par une toute\nentité publique ou privée. Elle pourra participer à la création, au développement, à la gestion\net au contrôle de toute entité ou entreprise. Elle pourra en outre, investir dans l'acquisition et la gestion d'un portefeuille\nde brevets ou autres droits de propriété intellectuelle de quelque nature ou origine que ce soit.

3.2

La Société pourra emprunter sous quelque forme que ce soit. Elle\npourra procéder à l'émission de billets à ordre, d'obligations et de titres représentatifs d'emprunts\net/ou de participation, sous réserve que l'émission d'obligations convertibles ou de tout autre instrument de dette convertible\nen capital ou droits de souscription, qu'il soit isolé ou attaché à un autre titre, est soumise aux dispositions\nlégales applicables à la cession de parts sociales et à celles concernant l'agrément des non-associés.\nElle pourra prêter des fonds, en ce compris, et sans limitation, les revenus de tout emprunt, à ses filiales, sociétés\naffiliées ou toutes autres sociétés. Elle peut également consentir des garanties et nantir, céder,\ngrever des charges ou créer et accorder des sûretés sur tout ou partie de ses avoirs afin de garantir ses propres\nobligations et celles de toute autre société et,

de manière générale, en sa faveur\net en faveur de toute autre société ou personne. En tout état de cause, la Société ne peut effectuer\naucune activité réglementée du secteur financier sans avoir obtenu l'autorisation nécessaire.

3.3

La Société peut employer toutes les techniques, moyens légaux\net instruments nécessaires à une gestion efficace de ses investissements et à sa protection contre les risques de\ncrédit, les fluctuations monétaires, les fluctuations de taux d'intérêts et tout autre risque.

3.4

La Société peut effectuer toute opération commerciale, financière\nou industrielle et toute opération relative à des biens immobiliers ou mobiliers qui, directement ou indirectement, facilite\nou se rapporte à l'accomplissement de son objet social.

Durée

4.1

La Société est formée pour une durée indéterminée.

4.2

La Société peut avoir un ou plusieurs associés dans la limite\nde cent (100) associés. Dans le cas où le nombre d'associés dépasserait cent (100), la Société\naurait un (1) an à compter de la date de ce dépassement pour se transformer en une autre forme juridique.

4.3

La Société ne sera pas dissoute par suite du décès,\nde la suspension des droits civils, de l'incapacité, de l'insolvabilité, de la faillite ou de tout autre évènement\nsimilaire affectant un ou plusieurs associés.

II Capital -\nParts sociales

Capital

5.1

Le capital social est fixé à douze mille euros (12.000 EUR), représenté\npar douze mille (12.000) parts sociales ayant une valeur nominale d'un euro (1 EUR) chacune.

5.2

Le capital social peut être augmenté ou réduit, à une\nou plusieurs reprises, par résolution des associés, adoptée selon les modalités requises pour la modification\ndes Statuts.

5.3

Toute prime d'émission payée en plus de la valeur nominale de toute\npart sociale ou tout montant versé par les associés au compte apport en capitaux propres non rémunérés\npar des titres (compte 115 du plan comptable luxembourgeois en vigueur) (Compte 115) seront à la libre disposition de la\nSociété conformément et sous réserve de la Loi et des présents Statuts et peuvent notamment être\nutilisés, en tout ou en partie, pour le paiement ou le remboursement de toute part sociale que la Société pourrait\nracheter/acheter à ses associés, pour compenser toute perte nette réalisée, et/ou pour effectuer des distributions\naux associés conformément à l'article 15.5.

Parts sociales

6.1

Chaque part sociale donne droit à son détenteur à une fraction\ndes actifs et bénéfices de la Société en proportion directe avec le nombre des parts sociales existantes.

6.2

Les parts sociales sont indivisibles envers la Société et celle-ci\nne reconnaît qu'un (1) seul propriétaire par part sociale. S'il y a plusieurs propriétaires d'une part sociale, la\nSociété est en droit, conformément à la Loi, de suspendre les droits y afférents, jusqu'à ce\nqu'une (1) personne soit désignée comme étant, à l'égard de la Société, son propriétaire.

6.3

Les parts sociales sont librement cessibles entre associés.

6.4

Lorsque la Société a un associé unique, les parts sociales\nsont librement cessibles aux tiers.

6.5

Lorsque la Société a plus d'un associé, le transfert des parts\nsociales (inter vivos) à des tiers doit être notifié par avance à la Société et est soumis\nà l'accord préalable des associés représentant au moins les trois-quarts (3/4) des parts sociales de la Société.\nIl en va de même pour la création d'un usufruit ou la cession d'un usufruit ou d'une nue-propriété.

6.6

Dans le cas où un associé souhaiterait transférer une ou\nplusieurs part(s) sociale(s) à un tiers, cet associé cédant devra en notifier la Société avec tous\nles détails relatifs à la cession envisagée, en ce compris l'identité du tiers receveur, le prix de transfert\net, le cas échéant, les conditions applicables au transfert.

6.7

Dans le cas où l'approbation visée à l'article 6.5 est refusée,\net sauf si l'associé cédant renonce à la cession, les associés peuvent acquérir ou faire acquérir\n- dans un délai de trois mois, qui peut être prolongé par la Loi - les parts sociales pour lesquelles le transfert\na été refusé, au prorata des parts sociales dont elles sont déjà propriétaires, sans préjudice\nd'un accord différent entre les parties.

6.8

Le prix d'achat pour la cession des parts sociales énoncée à\nl'article 6.7 doit correspondre à la valeur de marché desdites parts sociales, déterminée discrétionnairement\npar le Collège, à la date de la notification énoncée à l'article 6.5 ou à la date du décès\nde l'associé, sans préjudice d'un accord différent entre les parties. En l'absence d'un accord entre les parties\nsur le prix d'achat, celui-ci sera fixé par le tribunal compétent à la demande de la partie la plus diligente. Les\nfrais d'expertise, le cas échéant, sont à la charge de la Société.

6.9

La Société pourra également, sauf si l’associé\ncédant renonce à la cession, décider – dans les trois mois visés à l'article 6.7 – de racheter\nla part sociale envisagée pour le prix d'achat fixé à l'article 6.8, avec ou sans réduction du capital social.\nUn délai de paiement

peut être accordé à la Société\nconformément à la Loi.

6.10

Les parts sociales qui, trois mois après le refus de l'approbation, n'auraient\npas été achetées par les associés ou la Société conformément aux paragraphes précédents,\nseront valablement transférées au cessionnaire proposé par l'associé cédant conformément aux\nconditions et au prix mentionnés dans la proposition de transfert ou seront validement transférées aux héritiers\nou aux bénéficiaires de l'associé décédé.

6.11

Conformément à la Loi, le transfert des parts sociales à\ndes tiers en raison d'un décès doit être approuvé par les associés représentant les trois-quarts\n(3/4) des droits détenus par les survivants.

6.12

Une cession de parts sociales n'est opposable à l'égard de la Société\nou des tiers, qu'après avoir été notifiée à la Société ou acceptée par celle-ci\nconformément à l'article 1690 du Code civil luxembourgeois.

6.13

Un registre des associés pouvant être consulté à la demande\nde chaque associé doit être conservé au siège social.

6.14

La Société peut racheter ses propres parts sociales dans les limites\nfixées par la Loi et peut conserver les parts sociales rachetées dans la trésorerie ou, alternativement, annuler\nces parts. Les droits de vote et les droits financiers attachés aux parts sociales rachetées et détenues en propre\nsont suspendus pendant la période où elles sont détenues par la Société. Les parts sociales rachetées\ndétenues en propre ne sont pas prises en compte pour le calcul des quorums et des majorités dans les Assemblées Générales\n(telles que définies ci-dessous) ou les consultations écrites des associés.

III Gestion -\nReprésentation

\n\n

Nomination et révocation des gérants

7.1

La Société sera gérée par un ou plusieurs gérants\nnommés par résolution des associés, qui fixe la durée de leur mandat. Les gérants n'ont pas besoin\nd'être associés.

7.2

Les gérants peuvent être révoqués à tout moment,\navec ou sans cause, par résolution des associés.

Collège de gérance

8.1

Composition du Collège

Si plusieurs gérants sont nommés, ils constituent\nle Collège de gérance.

8.2

Pouvoirs du Collège de gérance

(a)

Tous les pouvoirs qui ne sont pas expressément réservés aux\nassociés par la Loi ou les Statuts relèvent de la compétence du Collège, qui a tous pouvoirs pour exécuter\net approuver tous actes et opérations compatibles avec l'objet social

de la Société.

(b)

Le Collège peut déléguer la gestion journalière et\nle pouvoir de représenter la Société à cette fin, à un ou plusieurs directeur(s), administrateur(s),\ngérant(s), ou autre(s) mandataire(s), associé(s) ou non, agissant individuellement ou conjointement. Si la gestion journalière\nest déléguée à un ou plusieurs gérant(s), le Collège doit rendre compte à l'Assemblée\nGénérale annuelle de tous salaires, frais et/ou avantages quelconques, alloués à ce(s) gérant(s) pendant\nl'exercice social concerné.

(c)

Le Collège peut déléguer des pouvoirs spéciaux ou\nlimités à un ou plusieurs mandataire(s) pour des questions spécifiques.

8.3

Procédure

(a)

Le Collège doit se réunir sur convocation de tout gérant,\nau lieu indiqué dans l'avis de convocation, qui se situe en principe au Luxembourg.

(b)

Il est donné à tous les gérants une convocation écrite\nde toute réunion du Collège au moins vingt-quatre (24) heures à l'avance, sauf en cas d'urgence, auquel cas la nature\net les circonstances de cette urgence seront mentionnées dans la convocation à la réunion.

(c)

Aucune convocation n'est requise si tous les membres du Collège sont présents\nou représentés et si chacun d'eux déclare avoir parfaitement connaissance de l'ordre du jour de la réunion.\nUn gérant peut également renoncer à la convocation à une réunion soit avant soit après ladite\nréunion. Des convocations écrites séparées ne sont pas requises pour les réunions se tenant dans des\nlieux et à des heures fixés dans un calendrier préalablement adopté par le Collège.

(d)

Un gérant peut donner une procuration à un autre gérant afin\nde le représenter à toute réunion du Collège.

(e)

Le Collège peut valablement délibérer et agir si la majorité\nde ses membres sont présents ou représentés. Les résolutions du Collège doivent être valablement\nadoptées par la majorité des voix des gérants présents ou représentés. Les résolutions\ndu Collège sont consignées dans des procès-verbaux signés par le président de la réunion ou,\nsi aucun président n'a été nommé, par tous les gérants présents ou représentés.

(f)

Tout gérant peut participer à toute réunion du Collège\npar téléphone ou visio-conférence ou par tout autre moyen de communication permettant à

l'ensemble des personnes participant à la réunion\nde s'identifier, de s'entendre et de se parler. La participation par un de ces moyens équivaut à une participation en personne\nà une réunion valablement convoquée et tenue et doit être considérée comme ayant lieu au siège\nsocial de la Société.

(g)

Des résolutions circulaires signées par tous les gérants (les\nRésolutions Circulaires des Gérants) sont valables et engagent la Société comme si elles avaient été\nadoptées lors d'une réunion du Collège valablement convoquée et tenue, et doivent être considérées\ncomme ayant été prises au siège social de la Société. Les Résolutions Circulaires des Gérants\nporteront la date de la dernière signature. Les signatures des gérants peuvent être apposées sur un document\nunique ou sur plusieurs copies d'une résolution identique.

(h)

Un gérant qui a un intérêt de nature patrimoniale qui est\nen conflit avec les intérêts de la Société doit aviser le Collège en conséquence et consigner\ncette déclaration dans le procès-verbal de la réunion. Le gérant concerné ne peut pas prendre part\naux délibérations relatives à cette transaction. Un rapport spécial sur la transaction en question doit être\nsoumis aux associés lors de la prochaine Assemblée Générale (telle que définie ci-dessous), avant tout\nvote sur toute autre résolution. Lorsque, en raison d'un conflit d'intérêts, le nombre de gérants requis pour\ndélibérer valablement n'est pas atteint, le Collège peut décider de soumettre ce point spécifique à\nl'Assemblée Générale. Le présent article 8.3(h) ne s'applique pas aux opérations courantes et conclues\ndans des conditions normales.

8.4

Représentation

(a)

La Société est engagée vis-à-vis des tiers en toutes\ncirconstances par la signature du gérant unique ou, en cas de Collège, par la signature de tout gérant.

(b)

En vertu de l'article 8.2(b), la Société est également valablement\nengagée vis-à-vis des tiers par la seule signature du gérant en charge de la gestion journalière.

(c)

En vertu de l'article 8.2(c), la Société est également valablement\nengagée vis-à-vis des tiers par la signature de toute personne à qui des pouvoirs spéciaux ont été\ndélégués par le Collège.

Gérant unique

9.1

Si la Société est gérée par un gérant unique,\ntoute référence dans les Statuts au Collège, aux gérants ou tout gérant, doit être considérée,\nle cas échéant, comme une référence au gérant unique.

9.2

Les transactions conclues par la Société qui sont en conflit avec\nl'intérêt de son gérant unique doivent être consignées dans un procès-verbal. Cela ne concerne\npas les transactions effectuées dans des circonstances normales, dans le cours normal des affaires.

Responsabilité des gérants

Sans préjudice de l’article 710-16 de la\nLoi, les gérants ne contractent, à raison de leur fonction, aucune obligation personnelle concernant les engagements régulièrement\npris par eux au nom de la Société.

IV Associés

Assemblées Générales des associés et résolutions écrites\ndes associés

11.1

Pouvoirs et droits de vote

(a)

A moins que les résolutions soient prises conformément à l'article\n11.2(b), les résolutions des associés doivent être adoptées à une assemblée générale\ndes associés (chacune une Assemblée Générale), auquel cas une liste de présence doit être\ntenue.

(b)

Sauf dans le cas d'une modification des Statuts, si le nombre d'associés de\nla Société n'excède pas soixante (60), les résolutions des associés peuvent être adoptées\npar écrit (les Résolutions Ecrites des Associés). Les signatures des associés peuvent être apposées\nsur un document unique ou sur plusieurs copies d'une résolution identique.

(c)

Chaque part sociale donne droit à un (1) vote à son détenteur.

(d)

Le Collège peut suspendre les droits de vote de tout associé qui\nne respecte pas ses obligations découlant des Statuts.

(e)

Il est permis à tout associé, à titre individuel, de s'engager\nà ne pas exercer, temporairement ou définitivement, tout ou partie de ses droits de vote. Une telle renonciation lie l'associé\nrenonçant et s'impose à la Société dès notification à cette dernière.

(f)

Si le droit de vote est suspendu conformément à l'article 11.1(d)\nou si l'exercice du droit de vote a fait l'objet d'une renonciation conformément à l'article 11.1(e), ledit associé\npeut assister à toute Assemblée Générale mais ses parts sociales ne peuvent être prises en compte pour\nla détermination du quorum et les exigences de vote ou pour déterminer si les résolutions écrites ont été\nvalablement adoptées

(g)

L'exercice du droit de vote peut faire l'objet de conventions entre associés qui

sont valides et exécutoires, sous réserve\nque ces conventions ne soient pas en conflit avec les dispositions de la Loi.

11.2

Convocation, quorum, majorité et procédure de vote

(a)

Les associés peuvent être conviés aux Assemblées Générales\npar le Collège. Le Collège peut convoquer une Assemblée Générale à la suite d’une demande\ndes associés représentant plus de la moitié (1/2) du capital social.

(b)

Une convocation écrite à toute Assemblée Générale\ndoit être envoyée à tous les associés au moins huit (8) jours avant la date de l'assemblée, sauf en\ncas d'urgence, auquel cas, la nature et les circonstances de cette urgence doivent être précisées dans la convocation.

(c)

Lorsque les résolutions doivent être adoptées par écrit,\nle Collège doit envoyer le texte de ces résolutions à tous les associés. Les associés doivent voter\npar écrit et retourner leur vote à la Société dans le délai fixé par le Collège. Chaque\ngérant est en droit de compter les votes.

(d)

Les Assemblées Générales doivent être tenues au lieu\net à l'heure précisés dans les convocations.

(e)

Si tous les associés sont présents ou représentés et\nse considèrent comme ayant été valablement convoqués et informés de l'ordre du jour de l'assemblée,\nl'Assemblée Générale peut se tenir sans convocation préalable.

(f)

Un associé peut donner une procuration écrite à toute autre\npersonne (associé ou non) afin de le représenter à toute Assemblée Générale.

(g)

Les associés peuvent participer à une assemblée générale\ndes associés de la Société par visioconférence ou par tous autres moyens de télécommunication\npermettant son identification en conformité avec la Loi, ce qui est réputée valoir participation en personne à\nla réunion.

(h)

Tout associé peut voter à l'aide de formulaires et en le demandant\nà la Société au moins trois (3) jours ouvrables avant l’assemblée. Les formulaires de vote doivent contenir\nla date, le lieu et l'ordre du jour de la réunion ainsi que le texte des résolutions proposées. Pour chaque résolution,\nle formulaire doit contenir trois cases permettant un vote pour ou contre cette résolution ou une abstention. Les associés\ndoivent retourner les formulaires de vote au siège social de la Société. Seuls les formulaires de vote reçus\navant l'assemblée générale sont pris en compte dans le calcul du quorum pour la réunion. Les formulaires de\nvote qui n'indiquent ni une intention de vote ni une abstention

sont considérés comme nuls.

(i)

Les décisions à adopter par l'Assemblée Générale\nsont adoptées par les associés détenant plus de la moitié (1/2) du capital social. Si cette majorité\nn'est pas atteinte à la première Assemblée Générale ou première consultation écrite,\nles associés devront être convoqués ou consultés une seconde fois par lettre recommandée, et les décisions\nseront adoptées à la majorité des voix exprimées, sans tenir compte de la proportion du capital social représenté.

(j)

Les Statuts ne peuvent être modifiés qu'avec le consentement des\nassociés détenant au moins les trois-quarts (3/4) du capital social.

(k)

Toute augmentation de l'engagement d'un associé dans la Société\nexige le consentement unanime des associés.

(l)

Si les parts sociales sont divisées en plus d'une classe, et que la résolution\nenvisagée des associés est de nature à modifier les droits afférents à ces classes, ladite résolution\ndoit, pour être valable, satisfaire aux modalités de quorum et de majorité énoncés par les présents\nStatuts pour chacune desdits classes.

(m)

Les Résolutions Ecrites des Associés sont adoptées conformément\naux conditions prévues ci-dessus relatives au quorum et à la majorité, et doivent porter la date de la dernière\nsignature reçue avant l'expiration du délai fixé par le Collège et à l'aide des formulaires fournis\npar la Société à cet effet.

\n\n

L'associé unique

Lorsque le nombre d'associé est réduit à\nun (1) :

12.1

L’article 710-28 de la Loi s’applique ;

12.2

l'associé unique exerce tous les pouvoirs conférés par la Loi à l'Assemblée\nGénérale ;

12.3

toute référence dans les Statuts aux associés, à l'Assemblée\nGénérale ou aux Résolutions Ecrites des Associés doit être considérée, le cas échéant,\ncomme une référence à l'associé unique ou aux résolutions de ce dernier ; et

12.4

les résolutions de l'associé unique sont consignées dans\ndes procès-verbaux ou rédigées par écrit.

V Comptes annuels\n- Affectation des bénéfices - Contrôle

\n\n

Exercice social et approbation des comptes annuels

13.1

L'exercice social commence le premier (1er)\njanvier et se termine le trente-et-un (31) décembre de chaque année.

13.2

Chaque année, le Collège doit dresser le bilan et le compte de profits\net pertes, ainsi qu'un inventaire indiquant la valeur des actifs et passifs de la Société, avec une annexe

résumant les engagements de la Société ainsi\nque les dettes du (des) gérant(s) et des Associés envers la Société.

13.3

Tout associé peut prendre connaissance du bilan et de l'inventaire au siège social.

13.4

Le bilan et le compte de profits et pertes doivent être approuvés de la façon suivante\n:

(a)

si le nombre d'associés de la Société n'excède pas\nsoixante (60), dans les six (6) mois suivant la fin de l'exercice social concerné, à (a) l'Assemblée Générale\nannuelle (si tenue) soit (b) par les Résolutions Ecrite des Associés ; ou

(b)

si le nombre d'associés de la Société excède soixante\n(60), à l'Assemblée Générale.

13.5

Si le nombre d'associés de la Société excède soixante\n(60), l'Assemblée Générale annuelle doit se tenir au siège social ou à tout autre endroit au sein de\nla municipalité où se trouve le siège social, le troisième lundi du mois de juin à 10h00 du matin et\nsi ce jour n'est pas un jour ouvrable bancaire à Luxembourg, l'Assemblée Générale annuelle se tiendra le jour\nouvrable suivant.

Réviseur(s) d'entreprises agréé(s) - commissaire(s)

14.1

Lorsqu'exigé par la loi, les opérations de la Société\ndoivent être surveillées par un ou plusieurs réviseurs d'entreprises agréés. Les associés doivent\ndésigner les réviseurs d'entreprises agréés et déterminer leur nombre, leur rémunération\nainsi que la durée de leur mandat.

14.2

Si le nombre d'associés de la Société excède soixante\n(60), les opérations de la Société doivent être surveillées par un ou plusieurs commissaire(s), à\nmoins que la loi n'exige la désignation d'un ou plusieurs réviseur(s) d'entreprises agréé(s). Les commissaires\nsont soumis à une nouvelle désignation à l'Assemblée Générale annuelle. Ils peuvent être\nassociés ou non.

Allocation des profits - Distributions - Remboursement de la prime\nd'émission et de primes assimilées

15.1

Cinq pour cent (5 %) des bénéfices nets annuels de la Société\ndoivent être affectés à la réserve requise par la loi (la Réserve Légale). Cette affectation\ncesse d'être exigée quand la Réserve Légale atteint dix pour cent (10 %) du capital social, mais redevient\nobligatoire dès que la Réserve Légale tombe ultérieurement sous ce seuil de dix pour cent (10 %).

15.2

Les associés décident de l'affectation du solde des bénéfices\nnets annuels. Ils peuvent décider d'affecter ce solde à un compte de réserve ou le reporter en respectant les dispositions\nlégales applicables. Les associés peuvent décider plus tard de distribuer les bénéfices nets annuels\nconformément aux dispositions légales applicables.

15.3

Des dividendes intérimaires peuvent être distribués à\ntout moment, aux conditions suivantes :

(a)

le Collège doit établir des comptes intérimaires faisant apparaitre\ndes bénéfices et autres sommes suffisants pour la distribution (en prenant en compte les primes d'émission et Compte\n115);

(a)

le montant à distribuer ne peut excéder le montant des résultats\nréalisés depuis la fin du dernier exercice dont les comptes annuels ont été approuvés, le cas échéant,\naugmenté des bénéfices reportés ainsi que des prélèvements effectués sur les réserves\ndisponibles à cet effet et diminué des pertes reportées ainsi que des sommes à porter à toute réserve\nobligatoire (en ce compris à la Réserve Légale) ;

(b)

la décision par le Collège de distribuer un acompte sur dividende\nne peut être prise plus de deux (2) mois après la date à laquelle est arrêté l'état comptable\nmentionné au paragraphe 15.3(a) ; et

(c)

les commissaires ou les réviseurs d'entreprises agréés, s'il\ny en a, doivent préparer un rapport adressé au Collège qui doit vérifier si les conditions ci-dessus sont\nremplies.

15.4

Si les dividendes intérimaires qui ont été distribués\nexcèdent les bénéfices distribuables à la fin de l'exercice social, la différence doit être considérée\ncomme une avance sur les prochains dividendes. Dans la mesure où un dividende final est déclaré et payé et\nne correspond pas aux bénéfices effectivement réalisés au cours de l'exercice concerné, le Collège\na le droit de réclamer un remboursement des dividendes qui ne correspondent pas aux bénéfices effectivement réalisés\net les associés doivent immédiatement reverser l'excès à la Société, si le Collège l'a\nexigé.

15.5

Sans préjudice du droit des associés de décider du remboursement\net de la distribution de toute somme affectée au compte de prime d'émission, au Compte 115 ou tout autre compte de primes\nassimilées de la Société, le Collège est autorisé à rembourser et à distribuer tout ou\nune partie de ces sommes aux associés dans les limites prévues par la Loi et, le cas échéant, par les présents\nStatuts.

VI Dissolution\n- Liquidation

16.1

La Société peut être dissoute à tout moment par une\nrésolution des associés adoptée avec le consentement des associés détenant au moins les trois-quarts\n(3/4) du capital social. Les associés nomment un ou plusieurs liquidateur(s), qui n'a/ont pas besoin

d'être associé(s), pour réaliser la\nliquidation et déterminent leur nombre, pouvoirs et rémunération. Sauf décision contraire des associés,\nles liquidateurs sont investis des pouvoirs les plus étendus pour réaliser les actifs et payer les dettes de la Société.

16.2

Le boni de liquidation (s'il y en a) après la réalisation des actifs\net le paiement des dettes doivent être distribués aux associés proportionnellement aux parts sociales détenues\npar chacun d'eux.

VII Dispositions\nGénérales

17.1

Les convocations et communications peuvent être effectuées ou il peut\ny être renoncée, les Résolutions Circulaires des Gérants, les Résolutions Ecrites des Associés,\nformulaires de vote et procurations sont établies par écrit, fax ou e-mail ou par tout autre moyen de communication électronique.

17.2

Les procurations peuvent être données par tout moyen mentionné\nà l'article 17.1. Les procurations relatives aux réunions du Collège peuvent également être données\npar un gérant conformément aux conditions acceptées par le Collège.

17.3

Les signatures des Résolutions Circulaires des Gérants, des résolutions\nadoptées par le Collège ou les associés par téléphone ou visioconférence et des Résolutions\nEcrites des Associés selon le cas, peuvent apparaître sur un original ou sur plusieurs copies du même document, qui\nensemble, constituent un seul et unique document.

17.4

Pour tous les points non expressément prévus par les Statuts, il\nest fait référence à la loi applicable et, sous réserve des dispositions légales d'ordre public, à\ntout accord présent ou futur conclu entre les associés.

DISPOSITION TRANSITOIRE

Le premier exercice social de la Société\ncommencera à la date du présent acte et prendra fin le trente-et-un (31) décembre 2026.

SOUSCRIPTION ET PAIEMENT

Sono Group N.V., représenté comme indiqué\nci-dessus, souscrit à douze mille (12.000) parts sociales nominatives d'une valeur nominale d'un euro (1 EUR) chacune, et accepte\nde les payer intégralement par le biais d'une contribution en espèces d'un montant de douze mille euros (12.000 EUR).Le\nmontant de douze mille euros (12.000) est à la disposition de la Société et preuve en a été donnée\nau notaire soussigné.

RESOLUTIONS DE L'ASSOCIE UNIQUE

Immédiatement après la constitution de la\nSociété, son associé unique, représentant l'intégralité du capital social, a adopté les\nrésolutions suivantes :

Kevin John McGurn, né le 4 janvier 1973 dans le New Jersey, USA, résidant\nprofessionnellement à Waldmeisterstrasse 93, 80935 Munich, Allemagne, est nommé gérant de la Société\npour une durée indéterminée.

Le siège social de la Société se situe au 8 Avenue de la\nGare, L-1610 Luxembourg, Grand-Duché de Luxembourg.

FRAIS

Les dépenses, coûts, honoraires et charges\nde toutes sortes incombant à la Société du fait de cet acte s'élèvent approximativement à mille\nhuit cents euros (EUR 1.800).

DECLARATIONS

Le notaire soussigné, qui comprend et parle l'anglais,\ndéclare que, à la requête de la partie comparante, le présent acte est rédigé en anglais, suivi\nd'une version française et que, en cas de divergence entre les deux versions, la version anglaise fera foi.

Dans la mesure du nécessaire, la partie comparante\nconfirme qu'elle n'a droit à des avantages spécifiques en relation avec ou en conséquence du présent acte.\nLe notaire soussigné certifie, en tant qu'auteur du présent acte, qu'il a vérifié le respect et l'exécution\ndes dispositions légales présentées dans les articles 710-6 (2) et 710-7 alinéa 1er de la Loi.

DONT ACTE, le présent acte notarié\nest dressé à Clervaux, à la date mentionnée en tête des présentes.

Lecture du présent acte ayant été\nfaite à haute voix, le notaire a signé ledit acte avec le représentant de la partie comparante.

(signé) E. DEOM, D. LEERMAKERS

Enregistré à Diekirch Actes Civils, le 29\noctobre 2025

Relation : DAC/2025/16196

Reçu soixante-quinze euros

75,00 €

Le Receveur (signé) : C.RODENBOUR

Schedule 2 Proposed Articles of association\nof Sono Lux upon implementation of the Cross-Border Merger

A-30

I Name – Registered office – Corporate object – Duration

\n \n \n \n \n

Name

The name of the company is Sono Group S.A. (Company).\nThe Company is a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg,\nin particular the law of August 10, 1915 on commercial companies, as amended (Law), and these articles of association (Articles).

\n \n \n \n \n

Registered office

\n \n \n \n \n

2.1

The Company's registered office is established in the city of Luxembourg, Grand Duchy of Luxembourg. It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of the shareholders, adopted, to the extent required, in the manner required for the amendment of the Articles or by a resolution of the board of directors of the Company (Board) who, for this purpose, is authorized, to the extent required, to amend the Articles.

\n \n \n \n \n

2.2

Branches, subsidiaries or other offices may be established in the Grand Duchy of Luxembourg or abroad by a resolution of the Board. If the Board determines that extraordinary political or military developments or events have occurred or are imminent, and that those developments or events may interfere with the normal activities of the Company at its registered office, or with ease of communication between that office and persons abroad, the registered office may be temporarily transferred abroad until the developments or events in question have completely ceased. Any such temporary measures do not affect the nationality of the Company, which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg incorporated company.

\n \n \n \n \n

Corporate object

\n \n \n \n \n

3.1

The Company's objects are:

\n \n \n \n \n

(a)

the design, development, manufacturing and production of electric vehicles, including with solar integration technology;

\n \n \n \n \n

(b)

the design, development, manufacturing, production and licensing of solar panels for mobility applications and consumer products;

\n \n \n \n \n

(c)

the design, development, licensing and operation of software-based mobility services;

\n \n \n \n \n

(d)

to develop electronic applications;

\n \n \n \n \n

(e)

to incorporate, to participate in, to finance, to hold any other interest in and to conduct the management or supervision of other entities, companies, partnerships and businesses;

\n \n \n \n \n

(f)

to acquire, to manage, to invest, to exploit, to encumber and to dispose of assets and liabilities;

DLA Piper | 31

\n \n \n \n \n

(g)

to furnish guarantees, to provide security, to warrant performance in any other way and to assume liability, whether jointly and severally or otherwise, in respect of obligations of Group Companies or other parties; and

\n \n \n \n \n

(h)

to do anything which, in the widest sense, is connected with or may be conducive to the objects described above.

\n \n \n \n \n

Duration

\n \n \n \n \n

4.1

The Company is formed for an unlimited period.

\n \n \n \n \n

4.2

The Company may be dissolved, at any time, by a resolution of the shareholders of the Company adopted in the manner required for the amendment of the Articles.

\n \n \n \n \n

4.3

The Company shall not be dissolved by reason of the death, suspension of civil rights, incapacity, insolvency, bankruptcy or any similar event affecting one or more shareholders.

II Capital\n– Shares

\n \n \n \n \n

Capital

\n \n \n \n \n

5.1

The share capital is set at [  ] euros (EUR [  ]) divided into (i) [  ] ([  ]) class\n A ordinary shares of EUR 0.001 each (the Class A Shares), (ii) [  ] ([  ]) class B ordinary shares with a par value of 0.001\n each (the Class B Shares) and (iii) [  ] ([  ]) preferred shares with a nominal value of EUR 0.001 each (the Preferred Shares)¹.

\n \n \n \n \n

5.2

The share capital may be increased or reduced once or several times by a resolution of the shareholders of the Company adopted in the manner required for the amendment of the Articles.

\n \n \n \n \n

5.3

Any share premium paid on any share in addition to its nominal value or amount contributed by the shareholders to the equity contribution account without issuance of shares (account 115 « apport en capitaux propres non rémunérés par des titres » of the Luxembourg Chart of Accounts in force)(Account 115) shall be at the free disposal of the Company in accordance with and subject to the Law and these Articles and may notably be used, in whole or in part, for the payment or repayment of any shares which the Company may purchase/redeem from its shareholders, to offset any net realised losses, and/or to make distributions to the shareholders in accordance with these Articles.

\n \n \n \n \n

5.4

The Board is authorised, for a period of five years from [date] to:

\n \n \n \n \n

(a)

increase the issued share capital on one or more occasions so as to set the share capital to\na maximum of [  ] euros (EUR [  ]) against contribution in cash and/or in kind, with the share capital divided in a maximum of:

¹ The final amount of share capital and numbers of Shares will be calculated at\nthe time of the Merger in accordance with the Cross-Border Merger Proposal.

DLA Piper | 32

\n \n \n \n \n

(i)

[  ] ([  ]) Class A Shares, each having a nominal value of one thousandth euro (EUR 0.001);

\n \n \n \n \n

(ii)

[  ] ([  ]) Class B Shares, each having a nominal value of one thousandth euro (EUR 0.001); and

\n \n \n \n \n

(iii)

[  ] ([  ]) Preferred Shares, each having a nominal value of one thousandth euro (EUR\n 0.001)².

\n \n \n \n \n

(b)

determine the date of the issue (or any successive issue) and the terms and conditions of the subscription for the issued shares (including the allocation of the subscription price for the issued shares to the share capital, share premium and/or any other reserve account of the Company) and to set the subscription price below the par value of the existing shares of the Company of the same category;

\n \n \n \n \n

(c)

limit or withdraw the shareholders' preferential subscription rights in respect of such issue(s) of shares and to issue such shares to such person(s) as the Board decides fit; and

\n \n \n \n \n

(d)

record each such share capital increase by way of a notarial deed and amend the register of shares to reflect the amendment accordingly.

\n \n \n \n \n

5.5

Upon the conversion of one or more Class B Shares or Preferred Shares into Class A shares in accordance with Article 7, the authorised share capital set out in Article 5.4 shall decrease with the number of Class B Shares or Preferred Shares respectively, so converted and shall increase with the number of Class A Shares into which such Class B Shares or Preferred Shares are converted.

\n \n \n \n \n

Shares

\n \n \n \n \n

6.1

The shares are and will remain in registered form (actions nominatives), provided that the Board may resolve that one or more Class A Shares are in bearer form.

\n \n \n \n \n

6.2

Each share entitles the holder thereof to a fraction of the corporate assets and profits in accordance with article 19 of these Articles in direct proportion to the nominal value of such Shares.

\n \n \n \n \n

6.3

The shares may be divided into fractional shares (coupures) which, when combined in sufficient number, confer the same rights as a full share, in accordance with article 430-1 of the Law. The shares and fractional shares shall bear a serial number, unless they are dematerialized. If a share or fractional share belongs to several owners, the Company may suspend the exercise of the rights attached thereto until a single person is designated as being, vis-à-vis the Company, the owner or representative of such share or fractional share.

\n \n \n \n \n

6.4

A register of shares and of fractional shares (coupures) shall be kept at the registered office and may be examined by any shareholder on request. The Board may appoint one or more registrars to keep and maintain (parts of) the register on its behalf. Part of the register may be kept outside Luxembourg to satisfy the statutory requirements and other laws and regulations applicable to a company of which shares are admitted to trading.

\n \n \n \n \n

6.5

With due observance of article 6.6, shares shall be transferred by a written declaration of transfer registered in the register of shares of the Company, such declaration of transfer to be executed by the transferor and the transferee or by persons holding suitable powers of attorney and in accordance with the rules on assignment of claims laid down in article 1690 of the Luxembourg Civil Code. The Company may also accept and enter in the register of shares a transfer on the basis of correspondence or other documents recording the agreement between the transferor and the transferee.

² The authorised share capital and number of authorised Shares will be calculated\nat the time of the Merger.

DLA Piper | 33

\n \n \n \n \n

6.6

For as long as any Class A Shares are admitted to trading on the New York Stock Exchange, the NASDAQ Stock Market or on any other regulated stock exchange operating in the United States of America, the laws of the State of New York shall apply to the property law aspects of the Class A Shares reflected in the register administered by the relevant transfer agent, without prejudice to applicable Luxembourg laws.

\n \n \n \n \n

6.7

The Company may redeem its own shares within the limits set out in the Law and may hold such repurchased shares in treasury, or alternatively cancel such shares held in treasury provided that:

\n \n \n \n \n

(a)

The acquisition by the Company of shares in its own capital which have not been fully paid up shall be null and void.

\n \n \n \n \n

(b)

The Company may only acquire fully paid up shares in its own capital for no consideration or if and to the extent that the General Meeting has authorised the Board for this purpose and all other relevant statutory requirements of the Law are observed.

\n \n \n \n \n

(c)

An authorisation as referred to in (b) remains valid for no longer than eighteen months. When granting such authorisation, the General Meeting shall determine the number of shares that may be acquired, how they may be acquired and within which range the acquisition price must be. An authorisation shall not be required for the Company to acquire Class A Shares in its own capital in order to transfer them to employees of the Company or of a Group Company pursuant to an arrangement applicable to them, provided that these Class A Shares are included on the price list of a stock exchange.

\n \n \n \n \n

6.8

Without prejudice to the preceding articles, the Company may acquire shares in its own capital for cash consideration or for consideration satisfied in the form of assets. In the case of a consideration being satisfied in the form of assets, the value thereof, as determined by the Board, must be within the range stipulated by the General Meeting as referred to in article 6.7.

\n \n \n \n \n

6.9

The previous provisions of this article 6 do not apply to shares acquired by the Company under universal title of succession.

\n \n \n \n \n

Conversion

\n \n \n \n \n

7.1

Each Class B Share can be converted into one (1) Class A Share and each Preferred Share can be converted into one (1) Class A Share, provided that:

\n \n \n \n \n

(a)

only tranches of 25 Class B Shares can be converted into Class A Shares;

\n \n \n \n \n

(b)

only tranches of 30,000 Preferred Shares can be converted into Class A Shares; and

\n \n \n \n \n

(c)

Class A Shares can not be converted into Class B Shares or Preferred Shares.

DLA Piper | 34

\n \n \n \n \n

7.2

Each holder of one or more Class B Shares or Preferred Shares may request the conversion of all or part of such Class B Shares or Preferred Shares into Class A Shares in accordance with Article 7.1 by means of a written request addressed to the Board. Such a request must be signed by the relevant shareholder (or an authorised representative of such shareholder) and must include:

\n \n \n \n \n

(a)

a specification of the number of tranches of 25 Class B Shares or the number of tranches of 30,000 Preferred Shares to which the request pertains (Conversion Shares);

\n \n \n \n \n

(b)

representations by the shareholder concerned that:

\n \n \n \n \n

(i)

the Conversion Shares are not encumbered with any usufruct, pledge or other encumbrance;

\n \n \n \n \n

(ii)

no depository receipts or other derivative financial instruments have been issued for the Conversion Shares; and

\n \n \n \n \n

(iii)

the shareholder concerned has full power to dispose over its assets and is authorised to perform the acts described in Article 7.3;

\n \n \n \n \n

(c)

an irrevocable undertaking in favour of the Company by the shareholder concerned:

\n \n \n \n \n

(i)

to take no action (and not to omit taking any action) which would render the representations referred to in paragraph b. above inaccurate or incomplete upon the performance of the acts described in Article 7.3; and

\n \n \n \n \n

(ii)

to indemnify the Company and hold the Company harmless against any financial losses or damages incurred by the Company and any expense reasonably paid or incurred by the Company in connection with any threatened, pending or completed suit, claim, action or legal proceedings of a civil, criminal, administrative or other nature, formal or informal, in which the Company becomes involved as a result of the conversion so requested, in each case to the extent permitted by applicable law and except to the extent that a competent court or arbitral tribunal has established, without having (or no longer having) the possibility for appeal, that such financial losses, damages, expenses, suit, claim, action or legal proceedings were incurred, arose or were initiated as a result of actions or omissions by the Company which are considered to constitute malice, gross negligence or intentional recklessness attributable to the Company; and

\n \n \n \n \n

(d)

an irrevocable and unconditional power of attorney granted by the relevant shareholder to the Company, with full power of substitution and governed by Luxembourg law, to perform the acts described in Article 7.3 on behalf of such shareholder.

\n \n \n \n \n

7.3

Upon receipt of a request referred to in Article 7.2,

\n \n \n \n \n

(a)

the Board shall resolve to convert the number of Conversion Shares specified in the request into Class A Shares in accordance with Article 7.1, effective immediately and issue the Class A Shares accordingly; and

DLA Piper | 35

\n \n \n \n \n

(b)

in respect of a conversion of Conversion Shares that are Class B Shares, for every tranche of 25 shares so converted, promptly following the conversion referred to in paragraph a. above, the shareholder who made such request shall transfer twenty-four out of every twenty-five Class A Shares into which its Class B Shares were converted pursuant to the resolution referred to in paragraph a. above to the Company for no consideration and the Company shall accept such Class A Shares.

\n \n \n \n \n

7.4

Neither the Board nor the Company is required to effect a conversion of Conversion Shares:

\n \n \n \n \n

(a)

if the request referred to in Article 7.2 does not comply with the specifications and requirements set out in Article 7.2 or if the Board reasonably believes that the information included in such request is incorrect or incomplete; or

\n \n \n \n \n

(b)

to the extent that the Company would not be permitted under mandatory Luxembourg law to acquire the relevant number of Class A Shares as described in Article 7.3 paragraph b. in connection with such conversion.

\n \n \n \n \n

SHARES - ISSUE

\n \n \n \n \n

8.1

The Company can only issue shares pursuant to a resolution of the General Meeting or by the Board within the authorized share capital for a specified period not exceeding five years. The authorisation granted to the Board under article 5.4 may be extended, in each case for a period not exceeding five years. Unless stipulated differently when granting the authorisation, the authorisation cannot be revoked.

\n \n \n \n \n

8.2

In order for a resolution of the General Meeting on an issuance or an authorisation as referred to in Article 8.1 to be valid, a prior or simultaneous approval shall be required from each Class of shares whose rights are prejudiced by the issuance.

\n \n \n \n \n

8.3

The preceding provisions of this Article 8 apply mutatis mutandis to the granting of rights to subscribe for shares, but do not apply in respect of issuing shares to a party exercising a previously acquired right to subscribe for shares.

\n \n \n \n \n

8.4

The Company may not subscribe for shares in its own capital.

\n \n \n \n \n

Shares – pre-emption rights

\n \n \n \n \n

9.1

Upon an issue of Class A Shares, Class B Shares or Preferred Shares, each shareholder shall have a pre-emption right in proportion to the aggregate nominal value of his Class A Shares, Class B Shares or Preferred Shares respectively.

\n \n \n \n \n

9.2

In deviation of Article 9.1, shareholders do not have pre-emption rights in respect of:

\n \n \n \n \n

(a)

shares issued against non-cash contribution; or

\n \n \n \n \n

(b)

shares issued to employees of the Company or of a Group Company.

\n \n \n \n \n

9.3

The Company shall announce an issue with pre-emption rights and the period during which those rights can be exercised in the Luxembourg Electronic official gazette (Recueil Electronique des Sociétés et Associations), unless all shares are in registered form and the announcement is sent in writing to all shareholders at the addresses submitted by them.

DLA Piper | 36

\n \n \n \n \n

9.4

Pre-emption rights may be exercised for a period of at least two weeks after the date of announcement in the Luxembourg Electronic official gazette (Recueil Electronique des Sociétés et Associations) or after the announcement was sent to the shareholders.

\n \n \n \n \n

9.5

Pre-emption rights may be limited or excluded by a resolution of the General Meeting or by the Board within the limits of the authorised share capital.

\n \n \n \n \n

9.6

A resolution of the General Meeting to limit or exclude pre-emption rights, or to grant an authorisation to the Board as referred to in Article 9.5, shall require a majority of at least two thirds of the votes cast if less than half of the issued share capital is represented at the General Meeting.

\n \n \n \n \n

9.7

The preceding provisions of this Article 9 apply mutatis mutandis to the granting of rights to subscribe for shares, but do not apply in respect of issuing shares to a party exercising a previously acquired right to subscribe for shares.

\n \n \n \n \n

Transfer restrictions

\n \n \n \n \n

10.1

Shares can be encumbered with a usufruct or pledge. The creation of a pledge on the Class B Shares shall require the prior approval of the Board.

\n \n \n \n \n

10.2

The voting rights attached to a share which is subject to a usufruct or pledge vest in the shareholder concerned.

\n \n \n \n \n

10.3

In deviation of Article 10.2:

\n \n \n \n \n

(a)

the holder of a usufruct or pledge on class A Shares shall have the voting rights attached thereto if this was provided when the usufruct or pledge was created; and

\n \n \n \n \n

(b)

the holder of a usufruct or pledge on Class B Shares or Preferred Shares shall have the voting rights attached thereto if this was provided when the usufruct or pledge was created and this was approved by the Board.

\n \n \n \n \n

10.4

Usufructuaries and pledgees without voting rights shall not have meeting rights save as otherwise mandatorily provided by law.

\n \n \n \n \n

10.5

A transfer of Class B Shares or Preferred Shares shall require the prior approval of the Board. A shareholder wishing to transfer Class B Shares and/or Preferred Shares (Requesting Shareholder) must first request the Board to grant an approval for the transfer of the relevant Class B Shares and/or Preferred Shares (Transfer Shares). A transfer of Class A Shares is not subject to transfer restrictions under these articles of association.

\n \n \n \n \n

10.6

A transfer of Transfer Shares must take place within three months after the approval of the Board has been granted or is deemed to have been granted pursuant to Article 10.7.

\n \n \n \n \n

10.7

The approval of the Board shall be deemed to have been granted:

DLA Piper | 37

\n \n \n \n \n

(a)

if no resolution granting or denying the approval has been passed by the Board within three months after the Company has received the request for approval; or

\n \n \n \n \n

(b)

if the Board, when denying the approval, does not notify the Requesting Shareholder of the identity of one or more interested parties willing to purchase the relevant Transfer Shares.

\n \n \n \n \n

10.8

If the Board denies the approval and notifies the Requesting Shareholder of the identity of one or more interested parties, the Requesting Shareholder shall notify the Board within two weeks after having received such notice whether:

\n \n \n \n \n

(a)

he withdraws his request for approval, in which case the Requesting Shareholder cannot transfer the relevant Transfer Shares; or

\n \n \n \n \n

(b)

he accepts the interested party(ies), in which case the Requesting Shareholder shall promptly enter into negotiations with the interested party(ies) regarding the price to be paid for the relevant Transfer Shares.

If the Requesting Shareholder does not notify the Board of his\nchoice in a timely fashion, he shall be deemed to have withdrawn his request for approval, in which case he cannot transfer the relevant\nTransfer Shares.

\n \n \n \n \n

10.9

If an agreement is reached in the negotiations referred to in Article 10.8 paragraph b. within two weeks after the end of the period referred to in Article 10.8, the relevant Transfer Shares shall be transferred for the agreed price within three months after such agreement having been reached. If no agreement is reached in these negotiations in a timely fashion:

\n \n \n \n \n

(a)

the Requesting Shareholder shall promptly notify the Board thereof; and

\n \n \n \n \n

(b)

the price to be paid for the relevant Transfer Shares shall be equal to the value thereof, as determined by one or more independent experts to be appointed by the Requesting Shareholder and the interested party(ies) by mutual agreement.

\n \n \n \n \n

10.10

If no agreement is reached on the appointment of the independent expert(s) as referred to in Article 10.9 paragraph b. within two weeks after the end of the period referred to in Article 10.9:

\n \n \n \n \n

(a)

the Requesting Shareholder shall promptly notify the Board thereof; and

\n \n \n \n \n

(b)

the Requesting Shareholder shall promptly request the president of the district court in whose district the Company has its corporate seat to appoint three independent experts to determine the value of the relevant Transfer Shares.

\n \n \n \n \n

10.11

If and when the value of the relevant Transfer Shares has been determined by the independent expert(s), irrespective of whether he/they was/were appointed by mutual agreement or by the president of the relevant district court, the Requesting Shareholder shall promptly notify the Board of the value so determined. The Board shall then promptly inform the interested party(ies) of such value, following which the/each interested party may withdraw from the sale procedure by giving notice thereof to the Board within two weeks.

DLA Piper | 38

\n \n \n \n \n

10.12

If any interested party withdraws from the sale procedure in accordance with Article 10.11, the Board:

\n \n \n \n \n

(a)

shall promptly inform the Requesting Shareholder and the other interested party(ies), if any, thereof; and

\n \n \n \n \n

(b)

shall give the opportunity to the/each other interested party, if any, to declare to the Board and the Requesting Shareholder, within two weeks, his willingness to acquire the Transfer Shares having become available as a result of the withdrawal, for the price determined by the independent expert(s) (with the Board being entitled to determine the allocation of such Transfer Shares among any such willing interested party(ies) at its absolute discretion).

\n \n \n \n \n

10.13

If it becomes apparent to the Board that all relevant Transfer Shares can be transferred to one or more interested parties for the price determined by the independent expert(s), the Board shall promptly notify the Requesting Shareholder and such interested party(ies) thereof. Within three months after sending such notice the relevant Transfer Shares shall be transferred.

\n \n \n \n \n

10.14

If it becomes apparent to the Board that not all relevant Transfer Shares can be transferred to one or more interested parties for the price determined by the independent expert(s):

\n \n \n \n \n

(a)

the Board shall promptly notify the Requesting Shareholder thereof; and

\n \n \n \n \n

(b)

the Requesting Shareholder shall be free to transfer all relevant Transfer Shares, provided that the transfer takes place within three months after having received the notice referred to in paragraph a.

\n \n \n \n \n

10.15

The Company may only be an interested party under this Article 10 with the consent of the Requesting Shareholder.

\n \n \n \n \n

10.16

All notices given pursuant to this Article 10 shall be provided in writing.

\n \n \n \n \n

10.17

The preceding provisions of this Article 10 do not apply:

\n \n \n \n \n

(a)

to the extent that a holder of Class B Shares and/or Preferred Shares is under a statutory obligation to transfer such shares to a previous holder thereof;

\n \n \n \n \n

(b)

if it concerns a transfer in connection with an enforcement of a pledge; or

\n \n \n \n \n

(c)

if it concerns a transfer to the Company, except in the case that the Company acts as an interested party pursuant to Article 10.15.

\n \n \n \n \n

(d)

This Article 10 applies mutatis mutandis in case of a transfer of rights to subscribe for Class B Shares or Preferred Shares.

III Management\n– Representation

\n \n \n \n \n

Appointment and removal of directors

\n \n \n \n \n

11.1

The Company shall be managed by a board of directors composed of at least three members, appointed by a resolution of the shareholders. They shall be elected for a term not exceeding six years and shall be eligible for reappointment. The directors need not be shareholders.

DLA Piper | 39

\n \n \n \n \n

11.2

If a legal entity is appointed as a director of the Company, this entity must designate a permanent representative who shall represent such legal entity in its duties as a director of the Company. Should the permanent representative be unable to perform its duties for whatever reason (including without limitation, removal, resignation, dismissal, death), the legal entity must immediately appoint another permanent representative.

\n \n \n \n \n

11.3

In the event of vacancy in the office of a director because of death, retirement or otherwise, the remaining directors may elect, by a majority vote, a director to fill such vacancy until the next General Meeting which shall proceed to the definitive appointment.

\n \n \n \n \n

11.4

The directors may be removed at any time, with or without cause, by a resolution of the shareholders.

\n \n \n \n \n

Board of directors

\n \n \n \n \n

12.1

Board composition

The Board may appoint a chairman among its members and it may\nchoose a secretary, who need not be a director, and who shall be responsible for keeping the minutes of the meetings of the Board and\nthe minutes of General Meetings.

\n \n \n \n \n

12.2

Powers of the Board

\n \n \n \n \n

(a)

All powers not expressly reserved to the shareholders by the Law or the Articles fall within the competence of the Board, which has full power to carry out and approve all acts and operations consistent with the Company's corporate object.

\n \n \n \n \n

(b)

The Board is authorized to delegate the day-to-day management, and the power to represent the Company in this respect, to one or more directors, officers, managers or other agents, whether shareholders or not, acting either individually or jointly. If the day-to-day management is delegated to one or more directors, the Board must report to the annual General Meeting any salary, fee and/or any other benefit granted to those directors(s) during the relevant financial year.

\n \n \n \n \n

(c)

The Board may delegate special or limited powers to one or more agents for specific matters.

\n \n \n \n \n

12.3

Procedure

\n \n \n \n \n

(a)

The Board shall meet at the request of the chairman, if any, or any director, at the place indicated in the convening notice, which should in principle be in Luxembourg.

\n \n \n \n \n

(b)

Written notice of any Board meeting shall be given to all directors at least twenty-four (24) hours in advance, except in the case of an emergency, in which case the nature and circumstances of such emergency shall be set out in the notice.

DLA Piper | 40

\n \n \n \n \n

(c)

No notice is required if all members of the Board are present or represented and each of them states that they have full knowledge of the agenda for the meeting. A director may also waive notice of a meeting, either before or after the meeting. Separate written notices are not required for meetings which are held at times and places indicated in a schedule previously adopted by the Board.

\n \n \n \n \n

(d)

A director may grant to another director a power of attorney in order to be represented at any Board meeting.

\n \n \n \n \n

(e)

The Board may only validly deliberate and act if a majority of its members are present or represented. Board resolutions shall be validly adopted by a majority of the votes of the directors present or represented. In the event that at any Board meeting the number of votes for and against a resolution are equal, the chairman, if any, shall have a casting vote. Board resolutions shall be recorded in minutes signed by the secretary, if any, or by all the directors present or represented.

\n \n \n \n \n

(f)

Any director may participate in any Board meeting by telephone or video conference, or by any other means of communication which allows all those taking part in the meeting to identify, hear and speak to each other. Participation by such means is deemed equivalent to participation in person at a duly convened and held Board meeting and shall be considered as taken at the registered office of the Company.

\n \n \n \n \n

(g)

Circular resolutions signed by all the directors (Directors' Circular Resolutions) shall be valid and binding as if passed at a duly convened and held Board meeting, and shall be considered as taken at the registered office of the Company. Directors' Circular Resolutions shall bear the date of the last signature.

\n \n \n \n \n

(h)

A director who has a financial interest in a transaction which conflicts with the interests of the Company must advise the Board accordingly and have the statement recorded in the minutes of the meeting. The director concerned may not take part in the deliberations concerning that transaction. A special report on the relevant transaction shall be submitted to the shareholders at the next General Meeting, before any vote on any other resolution. Where, by reason of a conflicting interest, the number of directors required to validly deliberate is not met, the Board may decide to submit this specific item to the General Meeting. This article 12.3(h) does not apply to transactions carried out under normal circumstances in the ordinary course of business.

\n \n \n \n \n

12.4

Representation

\n \n \n \n \n

(a)

The Company shall be bound towards third parties in all matters by the signature of the sole director, or in case of a Board, by the single signature of any director.

\n \n \n \n \n

(b)

Pursuant to article 12.2(b), the Company shall also be bound towards third parties by the sole signature of any day-to-day manager.

DLA Piper | 41

\n \n \n \n \n

(c)

Pursuant to article 12.2(c), the Company shall also be bound towards third parties by the signature of any person(s) to whom special powers have been delegated by the Board.

\n \n \n \n \n

Sole director

\n \n \n \n \n

13.1

If the Company has only one shareholder or where it has been acknowledged in a General Meeting that the Company has a single shareholder, the number of directors can be limited to one director only, until the first General Meeting following the introduction of at least one more shareholder. If only one director has been appointed, all references in the Articles to the Board, the directors or any director are to be read as references to the sole director.

\n \n \n \n \n

13.2

Transactions entered into by the Company which conflict with the interest of its sole director must be recorded in minutes. This does not apply to transactions carried out under normal circumstances in the ordinary course of business.

\n \n \n \n \n

Liability of the directors

Without prejudice to article 441-9 of the Law, the directors\nshall not be held personally liable by reason of their office for any commitment they have validly made in the name of the Company

IV Shareholders

\n \n \n \n \n

General meetings of shareholders and shareholders' written resolutions

\n \n \n \n \n

15.1

Powers and voting rights

\n \n \n \n \n

(a)

Resolutions of the shareholders shall be adopted at a general meeting of shareholders (each a General Meeting), in which case an attendance list shall be kept.

\n \n \n \n \n

(b)

Each share entitles the holder to one vote.

\n \n \n \n \n

(c)

The Board may suspend the voting right of any shareholder who is in breach of its obligations resulting from the Articles.

\n \n \n \n \n

(d)

A shareholder may individually decide not to exercise, temporarily or permanently, all or part of its voting rights. The waiving shareholder is bound by such waiver and the waiver is mandatory for the Company upon notification to the latter.

\n \n \n \n \n

(e)

If voting rights are suspended in accordance with article 15.1(c) or the exercise of voting rights has been waived in accordance with article 15.1(d), such shareholder(s) may attend any General Meeting but their shares shall not be accounted for in the determination of the quorum and voting requirements or to determine if any written resolutions have been validly adopted.

\n \n \n \n \n

(f)

The exercise of voting right may be the subject of agreements amongst shareholders which are valid and binding, to the extent that such voting agreements are not in conflict with the provisions of the Law.

DLA Piper | 42

\n \n \n \n \n

15.2

Notices, quorum, majority and voting procedures

\n \n \n \n \n

(a)

The shareholders may be convened to General Meetings by the Board. The Board must convene a General Meeting within one month following the written request (with the proposed agenda) from shareholders representing at least 10% of the share capital of the Company.

\n \n \n \n \n

(b)

Written notice (including the proposed agenda) of any General Meeting shall be given to all registered shareholders at least eight days prior to the date of the meeting. The convening notice shall be sent by registered letters unless the shareholders have individually agreed to receive the convening notices by way of another means of communication.

\n \n \n \n \n

(c)

The proceedings (including discussion proceedings) provided by law shall govern the conduct of General Meetings, unless otherwise provided in these Articles.

\n \n \n \n \n

(d)

General Meetings shall be held at the place and time specified in the notices.

\n \n \n \n \n

(e)

If all the shareholders are present or represented and consider themselves duly convened and informed of the agenda of the General Meeting, it may be held without prior notice.

\n \n \n \n \n

(f)

A shareholder may grant written power of attorney to another person (who need not be a shareholder) in order to be represented at any General Meeting.

\n \n \n \n \n

(g)

Any shareholder may participate in any General Meeting by video conference call or by any other similar means of communication permitting their identification in accordance with the Law which is deemed equivalent to a participation in person at such meeting.

\n \n \n \n \n

(h)

Any shareholder may vote by using forms and request such form to the Company at least three (3) business days prior to the meeting. Voting forms must contain the date, place and agenda of the meeting and the text of the proposed resolutions. For each resolution, the form must contain three boxes allowing for a vote for or against that resolution or an abstention. Shareholders must return the voting forms to the Company. Only voting forms received prior to the General Meeting shall be taken into account in calculating the quorum for the meeting. Voting forms which indicate neither a voting intention nor an abstention shall be considered void.

\n \n \n \n \n

(i)

Except as otherwise required by Law or by these Articles, resolutions at a General Meeting duly convened will be adopted by a simple majority of those present or represented and voting, regardless of the proportion of the share capital represented at such meeting.

\n \n \n \n \n

(j)

An extraordinary General Meeting convened to amend any provisions of the Articles shall not validly deliberate unless at least one-half of the capital is represented and the agenda indicates the proposed amendments to the Articles. If this quorum is not reached, a second meeting may be convened, in the manner prescribed by the Articles, by means of a notice filed with the Luxembourg Trade and Companies Register and published at least fifteen days before the meeting in the \"Recueil Electronique des Sociétés et Associations\", and in one Luxembourg newspaper. Such convening notice shall reproduce the agenda and indicate the date and the results of the previous meeting. The second meeting shall validly deliberate regardless of the proportion of the capital represented. At both meetings, resolutions, in order to be adopted, must be carried by at least two-thirds of the votes cast.

DLA Piper | 43

\n \n \n \n \n

(k)

Any increase in a shareholder's commitment to the Company shall require the unanimous consent of the shareholders.

\n \n \n \n \n

15.3

Special resolutions

\n \n \n \n \n

(a)

The following resolutions can only be passed by the General Meeting at the proposal of the Board:

\n \n \n \n \n

(i)

the issue of shares or the granting of rights to subscribe for shares (without prejudice to the rights granted to the Board under article 5.4);

\n \n \n \n \n

(ii)

the limitation or exclusion of pre-emption rights (without prejudice to the rights granted to the Board under article 5.4);

\n \n \n \n \n

(iii)

the reduction of the Company's issued share capital;

\n \n \n \n \n

(iv)

the making of a distribution on the Class A Shares, the Class B Shares and the Preferred Shares from the Company's profits or reserves;

\n \n \n \n \n

(v)

the making of a distribution in the form of shares in the Company's capital or in the form of assets, instead of in cash;

\n \n \n \n \n

(vi)

the amendment of these articles of association;

\n \n \n \n \n

(vii)

the entering into of a merger or demerger;

\n \n \n \n \n

(viii)

the instruction of the Board to apply for the Company's bankruptcy; and

\n \n \n \n \n

(ix)

the Company's dissolution.

\n \n \n \n \n

(b)

A matter which has been included in the convening notice or announced in the same manner by or at the request of one or more persons with the these articles of association or applicable law shall not be considered to have been proposed by the Board for purposes of Article 15.3, unless the Board has expressly indicated that it supports the discussion of such matter in the agenda of the General Meeting concerned or in the explanatory notes thereto. The shareholders may be convened to General Meetings by the Board. The Board must convene a General Meeting within one month following the written request (with the proposed agenda) from shareholders representing at least 10% of the share capital of the Company.

\n \n \n \n \n

Sole shareholder

When the number of shareholders is reduced to one:

\n \n \n \n \n

16.1

the sole shareholder shall exercise all powers granted by the Law to the General Meeting;

DLA Piper | 44

\n \n \n \n \n

16.2

any reference in the Articles to the shareholders or the General Meeting is to be read as a reference to the sole shareholder or the sole shareholder's resolutions, as appropriate; and

\n \n \n \n \n

16.3

the resolutions of the sole shareholder shall be recorded in minutes.

V Annual accounts\n- Allocation of profits – Supervision

\n \n \n \n \n

Financial year and approval of annual accounts

\n \n \n \n \n

17.1

The financial year begins on the first (1^st) of January and ends on the thirty-first (31^st) of December of each year.

\n \n \n \n \n

17.2

Each year, the Board must prepare the balance sheet and profit and loss accounts, together with an inventory stating the value of the Company's assets and liabilities, with an annex summarising the Company's commitments and the debts owed to the Company by the officers, directors and statutory auditors of the Company.

\n \n \n \n \n

17.3

The Board shall, one month before the annual General Meeting, deliver documentary evidence and a report on the operations of the Company to the statutory auditor(s) of the Company who must prepare a report setting out its/their proposals.

\n \n \n \n \n

17.4

Any shareholder may inspect the financial statements and the other documents prescribed by Law at the registered office of the Company eight days before the annual General Meeting.

\n \n \n \n \n

17.5

The annual General Meeting shall be held within six months after the end of each financial year, in accordance with Luxembourg law, in Luxembourg at the address of the registered office of the Company or at such other place in the Grand-Duchy of Luxembourg as may be specified in the convening notice for the meeting.

\n \n \n \n \n

Auditors

\n \n \n \n \n

18.1

The Company's operations shall be supervised by one or more statutory auditors (commissaires), unless the law requires the appointment of one or more approved external auditors (réviseurs d'entreprises agréés). The statutory auditors are subject to re-appointment at the annual General Meeting. They may or may not be shareholders.

\n \n \n \n \n

18.2

The statutory/external auditor(s) will be appointed by the General Meeting which will determine their number, their remuneration and the term of their office.

\n \n \n \n \n

Distributions - General

\n \n \n \n \n

19.1

Five per cent (5%) of the Company's annual net profits must be allocated to the reserve required by law (Legal Reserve). This requirement ceases when the Legal Reserve reaches an amount equal to ten per cent (10%) of the share capital, but becomes compulsory again if the Legal Reserve subsequently falls below such ten per cent (10%).

\n \n \n \n \n

19.2

The shareholders shall determine the allocation of the balance of the annual net profits. They may decide to transfer the balance to a reserve account, or to carry it forward in accordance with the applicable legal provisions. The shareholders may further decide to distribute the annual net profits in accordance with the applicable legal provisions.

DLA Piper | 45

\n \n \n \n \n

19.3

Interim dividends may be distributed at any time, subject to the following conditions:

\n \n \n \n \n

(a)

the Board must draw up interim accounts showing sufficient profits and other amounts available for distribution (including share premium and Account 115);

\n \n \n \n \n

(a)

the amount to be distributed may not exceed the profits made since the end of the last financial year for which the annual accounts have been approved, if any, increased by profits carried forward and distributable reserves, and reduced by losses carried forward and sums to be allocated to any statutory reserves (including the Legal Reserve);

\n \n \n \n \n

(b)

the Board's decision to distribute the interim dividends may not be taken more than two months after the date at which the interim accounts referred to in item 1.1(a) above have been drawn up; and

\n \n \n \n \n

(c)

the statutory auditors (commissaires) or the approved external auditors (réviseurs d'entreprises agréés), if any and as applicable, must prepare a report addressed to the Board which must verify whether the above conditions have been met.

\n \n \n \n \n

19.4

If the interim dividends paid exceed the distributable profits at the end of the financial year, such difference shall be considered as an advance on the next dividend.

\n \n \n \n \n

19.5

Without prejudice to the right of the shareholders to resolve upon the repayment and distribution of any amount allocated to the share premium account, the Account 115 or assimilated premium accounts of the Company, the Board is authorised to repay and distribute any part or all of these amounts to the shareholders subject to the limits provided for by the Law and, as the case may be, these Articles.

\n \n \n \n \n

19.6

A distribution can only be made to the extent that the Company's has enough amounts available for distribution in accordance with the Law.

\n \n \n \n \n

19.7

Distributions shall be made in proportion to the aggregate number of shares held, with (i) the Class A shares, the Class B shares and the Preferred Shares being considered to be shares of the same class, but with (ii) each Class B shares being counted as 0.04 shares for the purpose of calculating a distribution.

\n \n \n \n \n

19.8

The persons entitled to a distribution shall be the relevant shareholders, usufructuaries and pledgees, as the case may be, at a date to be determined by the Board for that purpose. This date shall not be earlier than the date on which the distribution was announced.

\n \n \n \n \n

19.9

The General Meeting may resolve, subject to Article 15.3, that all or part of a distribution, instead of being made in cash, shall be made in the form of shares in the Company's capital or in the form of the Company's assets.

\n \n \n \n \n

19.10

A distribution shall be payable on such date and, if it concerns a distribution in cash, in such currency or currencies as determined by the Board. If it concerns a distribution in the form of the Company's assets, the Board shall determine the value attributed to such distribution for purposes of recording the distribution in the Company's accounts with due observance of applicable law (including the applicable accounting principles).

DLA Piper | 46

\n \n \n \n \n

19.11

A claim for payment of a distribution shall lapse after five years have expired after the distribution became payable.

\n \n \n \n \n

19.12

For the purpose of calculating the amount or allocation of any distribution, shares held by the Company in its own capital shall not be taken into account. No distribution shall be made to the Company in respect of shares held by it in its own capital.

\n \n \n \n \n

DISTRIBUTIONS - RESERVES

\n \n \n \n \n

20.1

Without prejudice to article 19.7, all reserves maintained by the Company shall be attached exclusively to the Class A Shares, the Class B Shares and the Preferred Shares, with those classes of shares being considered to be shares of the same class in respect of distributions from the reserves and entitlements to such distributions.

\n \n \n \n \n

20.2

Subject to Article 15.3, the General Meeting is authorised to resolve to make a distribution from the Company's reserves.

\n \n \n \n \n

20.3

The Board may resolve to charge amounts to be paid up on shares against the Company's reserves, irrespective of whether those shares are issued to existing shareholders.

\n \n \n \n \n

DISTRIBUTIONS - PROFITS

\n \n \n \n \n

21.1

Subject to Article 19.6, the profits shown in the Company's annual accounts in respect of a financial year shall be appropriated as follows, and in the following order of priority:

\n \n \n \n \n

(a)

the Board shall determine which part of the profits shall be added to the Company's reserves; and

\n \n \n \n \n

(b)

subject to Article 15.3, the remaining profits shall be at the disposal of the General Meeting for distribution on the Class A Shares, the Class B Shares and the Preferred Shares.

\n \n \n \n \n

21.2

Subject to Article 19.6, a distribution of profits shall be made after the adoption of the annual accounts that show that such distribution is allowed.

VI Dissolution\n– Liquidation

\n \n \n \n \n

22.1

In the event of a dissolution of the Company, the liquidation will be carried out by one or more liquidator(s), who need not be shareholders, appointed by the General Meeting which shall determine their number, powers and remuneration. Unless otherwise decided by the shareholders, the liquidators shall have full power to realise the Company's assets and pay its liabilities.

\n \n \n \n \n

22.2

The surplus (if any) after realisation of the assets and payment of the liabilities shall be distributed to the shareholders in proportion to the shares held by each of them in accordance with article 19.7.

DLA Piper | 47

VII General\nprovisions

\n \n \n \n \n

23.1

Notices and communications may be made or waived, Directors' Circular Resolutions, voting forms and powers of attorney may be evidenced, in writing, by fax, email or any other means of electronic communication.

\n \n \n \n \n

23.2

Powers of attorney may be granted by any of the means described in article 21.1. Powers of attorney in connection with Board meetings may also be granted by a director in accordance with such conditions as may be accepted by the Board.

\n \n \n \n \n

23.3

Signatures of the Directors' Circular Resolutions, the resolutions adopted by the Board or the shareholders by telephone or video conference, as the case may be, may appear on one original or several counterparts of the same document, all of which taken together shall constitute one and the same document.

\n \n \n \n \n

23.4

All matters not expressly governed by these Articles shall be determined in accordance with the applicable law and, subject to any non-waivable provisions of the law, with any agreement entered into by the shareholders from time to time.

DLA Piper | 48

Schedule 3 Auditor's report Exchange Ratio

[intentionally omitted]

A-49

Schedule 4 Withdrawal Request\nForm

SCHEDULE 4

WITHDRAWAL REQUEST FORM IN CONNECTION WITH THE CROSS-BORDER MERGER OF\nSONO GROUP N.V. AND SONO GROUP S.À R.L.

During the extraordinary general meeting of Sono Group N.V. held on ______\n2026 (the Extraordinary General Meeting), it was resolved that Sono Group N.V. (Sono N.V.) will merge with Sono Group S.à\nr.l. (Sono Lux), whereby Sono Lux will be the absorbing company (Merger).

Any Sono N.V. shareholder who held shares in Sono N.V. (Sono N.V. Shares)\nat the record date of the Extraordinary General Meeting, still holds Sono N.V. Shares at the date of the filing of this form, voted against\nthe Merger and who does not wish to receive shares in Sono Lux (which company shall immediately prior to the merger be converted into\na Luxembourg société anonyme as further described in the merger proposal), can make use of its Dutch statutory right to\nelect not to become a shareholder of Sono Lux and receive cash compensation instead (Withdrawal Right). Such election may be made\nthrough this form (Withdrawal Request Form).

Background and explanation

Any Sono N.V. shareholder that voted against the Merger at the Extraordinary\nGeneral Meeting has the right to elect not to become a shareholder of Sono Lux (Withdrawal Mechanism) and file a request to receive\na cash compensation instead with Sono N.V. in accordance with the Dutch Civil Code (such Sono N.V. shareholder, a Withdrawing Shareholder)\nwithin one month after the day of the Extraordinary General Meeting (Withdrawal Period).

The Withdrawal Mechanism shall only apply in respect of Sono N.V. Shares\nthat such Withdrawing

Shareholder:

(i)

held at the record date for the Extraordinary General Meeting and in respect of which such Withdrawing\nShareholder voted against the Merger; and

(ii)

still holds at the time of filing this Withdrawal Request Form.

Any Sono N.V. shareholder that voted against the Merger is advised to also\nseparately consider whether

or not to exercise its rights under the Withdrawal Mechanism. An election\nto make use of the Withdrawal Mechanism will restrict such shareholder's ability to trade its Sono N.V. Shares. A Sono N.V. shareholder\nwho does not wish to become a shareholder of Sono Lux may alternatively consider selling its shares at any time prior to the effective\ntime of the Merger.

Cash compensation

The cash compensation to be received by a Withdrawing Shareholder for each\nSono N.V. Share for which

the Withdrawal Mechanism was duly exercised (Sono N.V. Exit Share)\nwill be the amount of the nominal value of such Sono N.V. Exit Share. The cash compensation shall be paid net of any tax that is required\nto be withheld by law.

Additional Information

A further explanation of the Merger and the Withdrawal Mechanism is given\nin the explanatory notes and the merger proposal regarding the Merger, which can be found on the website of Sono N.V. (https://ir.sonomotors.com/).

Cross-border Merger Proposal Sono Group N.V. and Sono Group S.à r.l. | Schedule 4 – Withdrawal Request Form

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Information on the Withdrawing Shareholder

The following information must be provided:

\n\n \n \n \n \n\n \n \n \n\n \n \n \n \n\n \n \n \n\n \n \n \n \n

Name shareholder (Shareholder):

\n\n Shareholder’s address: \n\n

Number of shares for which the Withdrawal Right is exercised (Sono N.V. Exit\n Shares):

If the Sono N.V. Exit Shares are held in an account with an intermediary:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of intermediary:

By filing this Withdrawal Request Form, the Shareholder states, confirms,\nundertakes and

acknowledges the following:

(a)

the Shareholder is the holder of the Sono N.V. Exit Shares;

(b)

the Sono N.V. Exit Shares were held by the Shareholder on _____ 2026, which date served as the record\ndate for the Extraordinary General Meeting and the Shareholder still holds these Sono N.V. Exit Shares at the time of filing of this Withdrawal\nRequest Form;

(c)

at the Extraordinary General Meeting, the Shareholder voted against the proposal to enter into the Merger\non the Sono N.V. Exit Shares;

(d)

the Shareholder has taken notice of the Merger and the explanatory notes which describe the procedure\nfor the exercise of the Withdrawal Right and the terms for determination and payment of the cash compensation;

(e)

the Shareholder agrees with the methods for determining the cash compensation for the Sono N.V. Exit Shares;

(f)

the Shareholder shall receive the cash compensation net of any tax that is required to be withheld by\nlaw; and

(g)

the Shareholder will not transfer the Sono N.V. Exit Shares to any person, except with the prior written\napproval of Sono N.V., until the effective time of the Merger (as a result of which the Sono N.V. Exit Shares will cease to exist) or\nsuch earlier date as Sono N.V. or Sono Lux may publicly announce that the Merger will not be completed. This approval right is granted\nto allow Sono N.V. to facilitate implementation of the intended legal effect to the shareholder's irrevocable application (i.e., that\nat the effective time of the Merger, the Sono N.V. Exit Shares will be exchanged for a cash compensation in lieu of shares in Sono Lux).

Voting evidence

In the event that the Shareholder gave a voting instruction by electronic\nproxy, the Shareholder will need to provide written evidence that the Sono N.V. Exit Shares were voted in its name against the proposal\nto enter into the Merger. If the Shareholder voted the Sono N.V. Exit Shares at the Extraordinary General Meeting in person, no further\nevidence of such vote will be required.

Shares held through a bank or other securities intermediary

If Sono N.V. Exit Shares are held by a Withdrawing Shareholder in an account\nwith an intermediary, such intermediary will be required to transfer those Sono N.V. Exit Shares held by the Withdrawing Shareholder into\na separate account with a party to be communicated by Sono N.V. If such Sono N.V. Exit Shares are held by a Withdrawing Shareholder in\nan account with another intermediary, those Sono N.V. Exit Shares must be transferred by that intermediary to a party to be communicated\nby Sono N.V.

Cross-border Merger Proposal Sono Group N.V. and Sono Group S.à r.l. | Schedule 4 – Withdrawal Request Form

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This Withdrawal Request Form will serve as an irrevocable instruction\nto the relevant intermediary:

(a)

to forward by email a copy of the Withdrawal Request Form to a party to be communicated by Sono N.V.;\nand

(b)

to effectuate an immediate book-entry transfer of the Sono N.V. Exit Shares to the separate account with\na party to be communicated by Sono N.V. as described above.

The Shareholder must comply with any further requirements the intermediary\nor the party to be communicated by Sono N.V. may impose with respect to the transfer of the Sono N.V. Exit Shares. Where applicable, the\nShareholder is advised to commence this process in a timely manner as the process may take a few days to complete. The exact time required\nto complete the process may vary amongst intermediaries. Following such transfer, the Sono N.V. Exit Shares cannot be traded on any stock\nexchange.

Submission and due date

A qualifying shareholder who wishes to exercise the Withdrawal Right must\nsubmit this Withdrawal Request Form, duly completed and executed, in writing or per email, to its own intermediary. The intermediary is\nrequested to collect and send the Withdrawal Request Forms no later than on _______ 2026 to an address as to be provided by Sono N.V.

In addition, with respect to a Shareholder holding the Sono N.V. Exit Shares\nin an account in its name with an intermediary, the exercise of the Withdrawal Right will not be valid unless the intermediary has arranged\nfor receipt by the party as to be communicated by Sono N.V. of both an email copy of this Withdrawal Request Form and the Sono N.V. Exit\nShares, as described under \"Shares held through a bank or other securities intermediary\" under (b), no later than on ________\n2026.

Any applications not fully and correctly received by Sono N.V. and, where\napplicable, a party to be communicated by Sono N.V., by _______ 2026 will be disregarded.

Cross-border Merger Proposal Sono Group N.V. and Sono Group S.à r.l. | Schedule 4 – Withdrawal Request Form

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THIS WITHDRAWAL REQUEST FORM HAS BEEN SIGNED ON: _________________

Signature:

_______________________________

Co-signature of the pledgee /

usufructuary if the Sono N.V. Exit Shares are

pledged / encumbered with a right of

usufruct:

_______________________________

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name shareholder:

Name pledgee/usufructuary:

Cross-border Merger Proposal Sono Group N.V. and Sono Group S.à r.l. | Schedule 4 – Withdrawal Request Form

| 4

ANNEX B

PLAN OF DOMESTICATION

Sono Group S.A.

This PLAN OF DOMESTICATION (the “Plan\nof Domestication”) is made on ________, 2026, and sets forth the terms pursuant to which Sono Group S.A., a public limited liability\ncompany duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8 Avenue\nde la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés,\nLuxembourg (Luxembourg Trade and Companies Register) under number B302122 (“LuxCo”), shall transfer its registered\noffice and place of central administration from the Grand Duchy of Luxembourg to the State of Delaware by way of continuation to the State\nof Delaware and effect a domestication and become a Delaware corporation (the “Domestication”) to be known as\nSono Group, Inc. (the “Domesticated Corporation”), pursuant to articles 1061-1 and following of the Luxembourg\nlaw dated August 10, 1915 on commercial companies, as amended (the “Luxembourg Company Law”), the procedures\nof article 450-3 and following of the Luxembourg Company Law and Section 388 of the General Corporation Law of the State of Delaware\n(the “DGCL”).

RECITALS

WHEREAS, LuxCo is a public limited liability\ncompany duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg;

WHEREAS, prior to the date hereof, Sono Group\nN.V., a public company with limited liability (naamloze vennootschap) governed by the laws of the Netherlands, merged with and\ninto LuxCo pursuant to the terms of a cross-border merger proposal dated October 5, 2026, with Sono Group N.V. being the disappearing\nentity and LuxCo being the surviving entity following such cross-border merger (the “Merger”), which became effective\nat ____ _.m., Eastern time on ________, 2026 (the “Merger Effective Time”) pursuant to a certificate of legality of\nthe Merger issued by the Luxembourg civil law notary in accordance with article 1025-15 of the Luxembourg Company Law;

WHEREAS, the board of directors of LuxCo\n(the “LuxCo Board”) has determined that it is advisable and in the best interests of LuxCo that LuxCo transfer its\nregistered office and place of central administration from the Grand Duchy of Luxembourg to the State of Delaware by way of continuation\nto the State of Delaware and become domesticated, and continue to exist as, a Delaware corporation in accordance with articles 1061-1\nand following of the Luxembourg Company Law, the procedures of article 450-3 and following of the Luxembourg Company Law and Section 388\nof the DGCL and on the terms set forth in this Plan of Domestication;

WHEREAS, the LuxCo Board has duly approved,\nauthorized, adopted, ratified and confirmed the Domestication, this Plan of Domestication (including, without limitation, the Certificate\nof Incorporation (as defined below)) and each corporate action to be taken by the Domesticated Corporation in connection with the Domestication\nas set forth in this Plan of Domestication, all in accordance with the Articles of Association as of ________, 2026 (the “Luxembourg\nOrganizational Documents”) and the Luxembourg Company Law and pursuant to Section 388 of the DGCL; and

WHEREAS, the shareholders of LuxCo have duly\napproved, authorized and adopted the Domestication, this Plan of Domestication (including, without limitation, the Certificate of Incorporation)\nand each corporate action to be taken by the Domesticated Corporation in connection with the Domestication as set forth in this Plan of\nDomestication, all in accordance with the Luxembourg Organizational Documents and the Luxembourg Company Law and pursuant to Section 388\nof the DGCL.

NOW, THEREFORE, in consideration of the\nforegoing, LuxCo hereby adopts this Plan of Domestication setting forth the terms governing the Domestication and the Domesticated Corporation\nas permitted under Section 388(l) of the DGCL as follows:

De-Registration with Luxembourg.\nUpon (i) approval by Sono N.V., as the sole shareholder of LuxCo, of (a) the transfer\nof the registered office and place of central administration of LuxCo from the Grand Duchy of Luxembourg to the State of Delaware and\n(b) the Delaware organizational documents which will govern LuxCo in replacement of its current articles of association (see “Governing\nDocuments” below) and (ii) receipt of confirmation of the registration of LuxCo in the State of Delaware (which shall be\nin the form of certified copies of the Certificate of Domestication (as defined below) and the Certificate of Incorporation accepted for\nfiling with the Secretary of State of the State of Delaware), LuxCo shall be de-registered in the Grand Duchy of Luxembourg\nand shall thereafter be a Delaware corporation under the name “Sono Group, Inc.” and governed by the DGCL without any discontinuation\nof its legal existence, without liquidation or dissolution, and without creating a new legal entity. Any director of LuxCo is authorized\nto execute any undertakings, confirmations or affidavits required by the Luxembourg Company Law in connection with the application for\nthe transfer of the registered office and place of central administration.

B-1

Domestication. Effective as of the effective time of a certificate of corporate domestication\nin substantially the form attached hereto as Exhibit A (the “Certificate of Domestication”) and a\ncertificate of incorporation in the form attached hereto as Exhibit B (the “Certificate of Incorporation”)\nas filed with the Secretary of State of the State of Delaware pursuant to Sections 103 and 388 of the DGCL (the “Effective\nTime”), LuxCo shall become domesticated as a Delaware corporation pursuant to Section 388 of the DGCL, under the name “Sono\nGroup, Inc.” and will, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as LuxCo. LuxCo will\nnot be required to wind up its affairs or pay its liabilities and distribute its assets, and the Domestication will not be deemed to constitute\na dissolution of LuxCo and will constitute a continuation of the existence of LuxCo in the form of a Delaware corporation. At the Effective\nTime, the registered office of the Domesticated Corporation shall be the offices of Corporation Service Company, 251 Little Falls Drive,\nWilmington, Delaware 19808 United States of America. In connection with the foregoing, any officer or agent of LuxCo (or any other person\nor entity authorized by such officer or agent) is authorized to act as the incorporator of the Domesticated Corporation and, in such capacity,\nexecute the Certificate of Incorporation.

Conversion of Securities. As a result of and at the Effective Time, and without any further\naction on the part of LuxCo or its shareholders, on the one hand, or the Domesticated Corporation or any of its stockholders or other\nequityholders, on the other hand, pursuant to the Domestication:

each of the then-issued and outstanding Class A ordinary shares, nominal value €0.001 per share,\nof LuxCo (“LuxCo Class A Shares”) shall convert automatically by operation of law into one validly issued and outstanding,\nfully paid and non-assessable share of Class A common stock of the Domesticated Corporation, par value $0.0001 per share (“Domesticated\nCorporation Class A Common Stock”), having the rights, powers and preferences, and the obligations, set forth in the Certificate\nof Incorporation;

each set of 25 then-issued and outstanding Class B ordinary shares, nominal value €0.001 per share,\nof LuxCo (“LuxCo Class B Shares”) shall convert automatically by operation of law into one validly issued and outstanding,\nfully paid and non-assessable share of Class B common stock of the Domesticated Corporation, par value $0.0001 per share (“Domesticated\nCorporation Class B Common Stock”), having the rights, powers and preferences, and the obligations, set forth in the Certificate\nof Incorporation;

each set of 30,000 then-issued and outstanding preferred shares, nominal value €0.001 per share,\nof LuxCo shall convert automatically by operation of law into one validly issued and outstanding, fully paid and non-assessable share\nof Series A preferred stock of the Domesticated Corporation, par value $0.0001 per share (“Domesticated Corporation Series A\nPreferred Stock”), having the rights, powers and preferences, and the obligations, set forth in the Certificate of Incorporation;\nand

the Domesticated Corporation will automatically assume all compensation or benefit plans, policies, and\narrangements maintained by LuxCo, consisting of the LuxCo Long-Term Incentive Plan and the LuxCo Conversion Stock Option Program, by operation\nof law and each restricted stock unit, non-qualified stock option and other share-based incentive award of LuxCo outstanding thereunder\nshall be automatically converted into an equivalent incentive award of the Domesticated Corporation, which incentive awards will be subject\nto the same terms and conditions as the converted LuxCo incentive award (including performance-based vesting conditions), except that\nthe security issuable upon exercise or settlement of the Domesticated Corporation incentive award will be Domesticated Corporation Class\nA Common Stock rather than LuxCo Class A Shares. From and after the Effective Time, (i) the LuxCo Long-Term Incentive Plan shall be renamed\nas the Sono Group, Inc. 2026 Long-Term Incentive Plan (the “LTIP”) and (ii) the LuxCo Conversion Stock Option Program\nshall be renamed as the Sono Group, Inc. 2026 Conversion Stock Option Program (the “CSOP”). The Domesticated Corporation\ndoes not plan to grant additional equity under the LTIP or the CSOP.

B-2

Book entry records that, immediately prior to the Effective Time,\nrepresent shares of stock of LuxCo converted at the Effective Time in accordance with this Section 3 shall, upon the Effective\nTime, automatically represent the corresponding number of shares of the applicable class and series of capital stock of the Domesticated\nCorporation into which such shares of LuxCo so converted at the Effective Time in accordance with this Section 3.

Tax Matters. For United States federal income tax purposes, the Domestication is intended\nto qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as\namended, and this Plan of Domestication is intended to constitute a “plan of reorganization” within the meaning of Treasury\nRegulations Sections 1.368-2(g) and 1.368-3.

Governing Documents. (a) At the Effective Time, the Luxembourg Organizational Documents\nshall be terminated and be of no further force or effect, and (b) from and after the Effective Time, the Certificate of Incorporation,\nand the Bylaws of the Domesticated Corporation in the form attached hereto as Exhibit C (the “Bylaws”),\nshall govern the affairs of the Domesticated Corporation and the conduct of its business, until thereafter amended in accordance with\nthe DGCL and their respective terms.

Board of Directors. The total number of directors constituting the entire Board of Directors\nof the Domesticated Corporation (the “Delaware Board”) shall be fixed at a number equal to the number of directors\nserving on the LuxCo Board as of immediately prior to the Effective Time, until such time as the total number of directors constituting\nthe entire Delaware Board is thereafter changed in accordance with the DGCL and the Certificate of Incorporation and the Bylaws, as they\nmay be amended from time to time. Each member of the LuxCo Board as of immediately prior to the Effective Time (the “Luxembourg\nDirectors”) shall be deemed appointed and serve as a director of the Domesticated Corporation on the Delaware Board from and\nafter the Effective Time, and shall serve until such time as their respective successors have been duly elected and qualified, or until\nsuch director’s earlier removal, resignation, death or disability, in each case, in accordance with the DGCL, the Certificate of\nIncorporation and the Bylaws. The Delaware Board shall, pursuant to its authority granted under the Certificate of Incorporation, assign\nthe members of the Delaware Board already in office to Class I, Class II, or Class III, as set forth below, effective as of the Effective\nTime:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Class I:	·	Christopher Schreiber

Class II:	·	Owen May

Class III:	·	David Dodge
	·	Kevin McGurn

Committee Charters; Governance Policies. With respect to each committee of the supervisory\nboard of Sono Group N.V. in existence as of immediately prior to the Merger Effective Time (each, an “Existing Board Committee”),\nthe Delaware Board shall, upon completion of the Domestication, appoint a separate committee of the Delaware Board (each, a “Delaware\nBoard Committee”): (i) having the same name as such Existing Board Committee, (ii) possessing and delegated with,\nto the fullest extent permitted by applicable law, the Certificate of Incorporation and the Bylaws, the same powers, authority and duties\nas the powers, authority and duties of such Existing Board Committee immediately prior to the Merger Effective Time, (iii) having\nthe committee charter attached hereto as Exhibit D-1, Exhibit D-2 or Exhibit D-3, respectively, (iv) consisting\nof the number of directors (each being a current Luxembourg Director) equal to the number of members serving on such Existing Board Committee\nimmediately prior to the Merger Effective Time, and (v) with each of the members serving on such Existing Board Committee immediately\nprior to the Merger Effective Time (each being a current Luxembourg Director) appointed to and serving as a member of such Delaware Board\nCommittee, in each case until the existence of such Delaware Board Committee or the name, composition, charter, powers, authority or duties\nthereof is thereafter modified or revoked in accordance with the DGCL and the Certificate of Incorporation and the Bylaws, as they may\nbe amended from time to time.

B-3

Officers. Each officer of LuxCo as of immediately prior to the Effective Time as set forth\nbelow, shall be appointed and serve as an officer of the Domesticated Corporation from and after the Effective Time and shall retain the\nsame title with the Domesticated Corporation from and after the Effective Time as such officer had with LuxCo immediately prior to the\nEffective Time, and with respect to each such officer position, having the same powers, authority and duties as such person had in respect\nof such officer position as an officer of LuxCo immediately prior to the Effective Time (except to the extent otherwise required by applicable\nlaw or otherwise provided in the Certificate of Incorporation or the Bylaws or by the Delaware Board), each of whom shall serve until\nsuch time as their respective successors have been designated by the Delaware Board, or until such officer’s earlier removal, resignation,\ndeath or disability, in each case, in accordance with the DGCL, the Certificate of Incorporation and the Bylaws:

Kevin McGurn, Chief Executive Officer

Martin Scott Calhoun, Chief Financial Officer

Indemnification of Directors and Officers. Each director and executive officer of LuxCo\nfrom and after the Effective Time shall enter into an indemnification agreement with the Domesticated Corporation, which indemnification\nagreement shall be substantially in the form attached hereto as Exhibit E, with such immaterial modifications as may be approved\nby any officer of the Domesticated Corporation.

10.

Effects of Domestication. Immediately upon the Effective Time, the Domestication shall have\nthe effects set forth in Section 388 of the DGCL, including, without limitation, all of the rights, privileges and powers of LuxCo,\nand all property, real, personal and mixed, and all debts due to LuxCo, as well as all other things and causes of action belonging to\nLuxCo, shall remain vested in the Domesticated Corporation and shall be the property of the Domesticated Corporation and the title to\nany real property vested by deed or otherwise in LuxCo shall not revert or be in any way impaired by reason of the DGCL. Following the\nDomestication, all rights of creditors and all liens upon any property of LuxCo shall be preserved unimpaired, and all debts, liabilities\nand duties of LuxCo shall remain attached to the Domesticated Corporation and may be enforced against the Domesticated Corporation to\nthe same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Domesticated Corporation. The\nrights, privileges, powers and interests in property of LuxCo, as well as the debts, liabilities and duties of LuxCo, shall not be deemed,\nas a consequence of the Domestication, to have been transferred to the Domesticated Corporation for any purpose of the laws of the State\nof Delaware, including the DGCL. Following the Domestication, all references in instruments, contracts and agreements of the Domesticated\nCorporation (i) to “ordinary shares” (or any class or series thereof) of LuxCo or Sono Group N.V. shall be deemed a reference\nto the Domesticated Corporation’s “common stock” (or the applicable class or series thereof), (ii) to “preferred\nshares” of LuxCo or Sono Group N.V. shall be deemed a reference to the Domesticated Corporation’s “preferred stock”\n(or the applicable class or series thereof), and (iii) to LuxCo or Sono Group N.V. shall be deemed a reference to the Domesticated\nCorporation.

11.

Further Assurances. Each corporate action that was approved (i) by the shareholders of Sono Group N.V. at the extraordinary\ngeneral meeting of the shareholders of Sono Group N.V. held on ________, 2026 and (ii) by Sono N.V., as the sole shareholder of LuxCo,\nat the extraordinary general meeting of the shareholders of LuxCo held on ________, 2026 at which meeting this Plan of Domestication was\napproved, shall be deemed authorized, adopted and approved by the Domesticated Corporation and its stockholders and the Delaware Board.\nIf at any time the Domesticated Corporation, or its successors or assigns, shall consider or be advised that any further assignments or\nassurances in law or any other acts are necessary or desirable to carry out the purposes of this Plan of Domestication, LuxCo and its\nBoard and authorized officers shall be deemed to have granted to the Domesticated Corporation an irrevocable power of attorney and authorization\nto execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect\nor confirm title to and possession of such rights, properties or assets in the Domesticated Corporation and otherwise to carry out the\npurposes of this Plan of Domestication, and the directors and authorized officers of the Domesticated Corporation are fully authorized\nto take any and all such action.

B-4

12.

Amendment or Termination. To the extent permitted by applicable law, this Plan of Domestication,\nthe Domestication or any of the terms or conditions hereof or thereof may be amended or terminated at any time before the Effective Time\nby action of the Board and without further action of the shareholders of LuxCo.

13.

Miscellaneous. This Plan of Domestication shall be governed by and construed in accordance\nwith the laws of the State of Delaware, including the DGCL, without giving effect to any choice of law or conflict of law provisions or\nrule (except to the extent that the laws of the Grand Duchy of Luxembourg govern the Domestication and the adoption and approval of this\nPlan of Domestication and each corporate action to be taken by the Domesticated Corporation in connection with the Domestication as set\nforth in this Plan of Domestication) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

* * *

B-5

IN WITNESS WHEREOF, this Plan of Domestication\nhas been duly executed and delivered by a duly authorized officer of LuxCo as of the date first written above.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Sono Group S.A.

	By:

	Name:	Kevin McGurn

	Title:	Chief Executive Officer

B-6

Exhibit A

Certificate of Domestication

[intentionally omitted]

B-7

Exhibit B

Certificate of Incorporation

[intentionally omitted]

B-8

Exhibit C

Bylaws

[intentionally omitted]

B-9

Exhibit D-1

Audit Committee Charter

[intentionally omitted]

B-10

Exhibit D-2

Compensation Committee Charter

[intentionally omitted]

B-11

Exhibit D-3

Nomination and Corporate Governance Committee Charter

[intentionally omitted]

B-12

Exhibit E

Form of Indemnification Agreement

[intentionally omitted]

B-13

ANNEX C

CERTIFICATE OF INCORPORATION
\nOF
\nSono GROUP, INC.

a Delaware corporation

_____________________________________

ARTICLE i

NAME

The name of the corporation is Sono Group, Inc. (hereinafter\nreferred to as the “Corporation”).

ARTICLE ii

PURPOSE

The purpose of the Corporation is to engage in any\nlawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”)\nand to possess and employ all powers and privileges now or hereafter granted or available under the laws of the State of Delaware to such\ncorporations.

ARTICLE III

REGISTERED AGENT

The address of the Corporation’s registered office\nin the State of Delaware is 251 Little Falls Drive in the City of Wilmington, County of New Castle, State of Delaware, 19808, and the\nname of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE IV

CAPITALIZATION

A. The total\nnumber of shares of all classes of capital stock that the Corporation has authority to issue is 520,000,000 shares, consisting of: (i)\n500,000,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and 10,000,000\nshares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and together with the Class\nA Common Stock, the “Common Stock”), and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share\n(“Preferred Stock”). The number of authorized shares of Common Stock may be increased or decreased (but not\nbelow the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock\nthat may be required, if any Preferred Stock is then outstanding) the affirmative vote of the holders of shares of capital stock of the\nCorporation representing a majority of all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the\nprovisions of Section 242(b)(2) of the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not\nbelow the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of\nCommon Stock without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required\npursuant to this Certificate or any Preferred Stock Designation establishing any series of Preferred Stock.

B. [Reserved.]

C. Except\nas otherwise restricted by this Certificate (including any Preferred Stock Designation, as defined below), the Corporation is authorized\nto issue, from time to time, all or any portion of the capital stock of the Corporation which may have been authorized but not issued,\nto such person or persons and for such lawful consideration as it may deem appropriate, and generally in its absolute discretion to determine\nthe terms and manner of any disposition of such authorized but unissued capital stock. Any and all such shares issued for which the full\nconsideration has been paid or delivered shall be deemed fully paid shares of capital stock, and the holder of such shares shall not be\nliable for any further call or assessment or any other payment thereon.

D. The designations\nand the powers, preferences and rights and qualifications, limitations or restrictions of the shares of each class of stock are as follows:

C-1

1. Common\nStock

(a) General.\nThe voting, dividend and liquidation rights of the holders of the Common Stock are subject to the rights of the holders of any series\nof Preferred Stock then outstanding.

(b) Equal\nStatus of Class A Common Stock and Class B Common Stock. Except as otherwise provided in this Certificate or required by applicable\nlaw, shares of Class A Common Stock and Class B Common Stock shall have the same rights and powers, rank equally (including as to\ndividends and distributions, and upon any liquidation, dissolution or winding up of the Corporation), share ratably and be identical in\nall respects and as to all matters.

(c) Voting.\nExcept as otherwise expressly provided by this Certificate (including in any Preferred Stock Designation) or as provided by law, the holders\nof shares of Class A Common Stock and Class B Common Stock shall (a) at all times vote together as a single class on all matters (including\nthe election of directors) submitted to a vote or for the consent (if action by written consent of the stockholders is permitted at such\ntime under this Certificate) of the stockholders of the Corporation, (b) be entitled to notice of any stockholders’ meeting in accordance\nwith the bylaws of the Corporation, as the same may be amended from time to time (the “Bylaws”), and (c) be\nentitled to vote upon such matters and in such manner as may be provided by applicable law. Except as otherwise expressly provided herein\nor in any Preferred Stock Designation or required by applicable law, each holder of Class A Common Stock shall have the right to one (1)\nvote per share of Class A Common Stock held of record by such holder and each holder of Class B Common Stock shall have the right to twenty-five\n(25) votes per share of Class B Common Stock held of record by such holder, on each matter properly submitted to the stockholders of the\nCorporation on which the holders of the shares of Common Stock are entitled to vote at any annual or special meeting of stockholders.\nExcept as otherwise expressly provided by this Certificate (including in any Preferred Stock Designation) or as provided by law, the holders\nof the Common Stock shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to\na vote of the stockholders of the Corporation; provided, however, that, except as otherwise required by law, holders\nof Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate that relates solely to the terms of one or\nmore outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the\nholders of one or more other such series, to vote thereon pursuant to this Certificate (including any Preferred Stock Designation) or\npursuant to the DGCL. There shall be no cumulative voting.

(d) Dividends.\nSubject to applicable law and the rights and preferences of any holders of any outstanding series\nof Preferred Stock, the holders of Common Stock, as such, shall be entitled to the payment of dividends on the Common Stock and any other\ndistributions (payable in cash, property or capital stock of the Corporation) when, as and if declared by the Board of Directors of the\nCorporation (the “Board”) in accordance with applicable law and shall share equally on a per-share basis in\nsuch dividends and distributions. Shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and ratably,\non a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board out of\nany assets of the Corporation legally available therefor; provided, however, that in the event a dividend is paid in the form of shares\nof Class A Common Stock or Class B Common Stock (or rights to acquire such shares), then holders of Class A Common Stock shall receive\nshares of Class A Common Stock (or rights to acquire such shares, as the case may be) and holders of Class B Common Stock shall receive\nshares of Class B Common Stock (or rights to acquire such shares, as the case may be), with holders of shares of Class A Common Stock\nand Class B Common Stock receiving, on a per share basis, an identical number of shares of Class A Common Stock or Class B Common Stock,\nas applicable. Notwithstanding the foregoing, the Board may pay or make a disparate dividend or distribution per share of Class A Common\nStock or Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend\nor distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved in advance\nby the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this Certificate)\nof the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class.\nFor the purpose of calculating the amount or allocation of any distribution, shares held by the Corporation in its own capital shall not\nbe taken into account. No distribution shall be made to the Corporation in respect of shares held by it in its own capital.

(e) Subdivisions\nCombinations or Reclassifications. Shares of Class A Common Stock or Class B Common Stock may not be subdivided, combined or reclassified\nunless the shares of the other class are concurrently therewith proportionately subdivided, combined or reclassified in a manner that\nmaintains the same proportionate equity ownership between the holders of the outstanding Class A Common Stock and Class B Common Stock\non the record date for such subdivision, combination or reclassification; provided, however, that shares of one such class may be subdivided,\ncombined or reclassified in a different or disproportionate manner if such subdivision, combination or reclassification is approved in\nadvance by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this\nCertificate) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately\nas a class.

C-2

(f) Liquidation,\nDissolution or Winding Up. Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred\nStock, in the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, holders of Class A\nCommon Stock, Class B Common Stock and Series A Preferred Stock (as defined below) on an as-converted to Class A Common Stock basis, will\nbe entitled to receive ratably all assets of the Corporation available for distribution to its stockholders unless disparate or different\ntreatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution or winding up is approved\nin advance by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this\nCertificate) of the holders of a majority of the outstanding shares of Class A Common Stock, Class B Common Stock and Series A Preferred\nStock, each voting separately as a class.

(g) Merger\nor Consolidation. In the case of any distribution or payment in respect of the shares of Class A Common Stock or Class B Common Stock\nupon the consolidation or merger of the Corporation with or into any other entity, or in the case of any other transaction having an effect\non stockholders substantially similar to that resulting from a consolidation or merger, such distribution or payment shall be made ratably\non a per share basis among the holders of the Class A Common Stock and Class B Common Stock as a single class; provided, however, that\nshares of one such class may receive different or disproportionate distributions or payments in connection with such merger, consolidation\nor other transaction if (i) the only difference in the per share distribution to the holders of the Class A Common Stock and Class B Common\nStock is that any securities distributed to the holder of a share Class B Common Stock have twenty-five (25) times the voting power of\nany securities distributed to the holder of a share of Class A Common Stock, or (ii) such merger, consolidation or other transaction is\napproved by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this\nCertificate) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately\nas a class.

(h) Conversion\nof Class B Common Stock.

(i) Voluntary\nConversion. Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common\nStock at the option of the holder thereof at any time upon written notice to the Corporation. Before any holder of Class B Common Stock\nshall be entitled to voluntarily convert any shares of such Class B Common Stock, such holder shall surrender the certificate or certificates\ntherefor (if any), duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for the Class B Common\nStock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall\nstate therein the name or names in which such shares are to be registered in book entry form. The Corporation shall, as soon as practicable\nthereafter, register such shares in book-entry form. Such conversion shall be deemed to have been made immediately prior to the close\nof business on the date of such surrender of the shares of Class B Common Stock to be converted following or contemporaneously with the\nwritten notice of such holder’s election to convert required by this paragraph (i), and the person or persons entitled to\nreceive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders\nof such shares of Class A Common Stock as of such date. Each share of Class B Common Stock that is converted pursuant to this paragraph\n(i) shall be retired by the Corporation and shall not be available for reissuance.

(ii) The Corporation\nmay, from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions of this Certificate\n(including any Preferred Stock Designation), relating to the conversion of the Class B Common Stock into Class A Common Stock, as\nit may deem necessary or advisable in connection therewith. In connection with any action of stockholders taken at a meeting or by written\nconsent (if action by written consent of stockholders is permitted at such time under this Certificate), the stock ledger of the Corporation\nshall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders or\nin connection with any such written consent and the class or classes or series of shares held by each such stockholder and the number\nof shares of each class or classes or series held by such stockholder.

(iii) Reservation\nof Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common\nStock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares of Class A Common\nStock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares\nof Class A Common Stock.

(i) No\nFractional Shares of Common Stock. No fractional shares of Common Stock shall be issued upon the conversion of any issued and\noutstanding capital stock or other securities of the Corporation authorized under this Certificate (including in any Preferred Stock\nDesignation). In lieu of any fractional shares to which a holder would otherwise be entitled, the Corporation shall pay cash equal\nto such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board. Whether or\nnot fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of\ncapital stock or other securities of the Corporation such holder is at the time converting into Common Stock and the aggregate\nnumber of shares of Common Stock issuable upon such conversion.

C-3

2. Preferred\nStock.

1,317.5000 shares of the authorized shares of Preferred\nStock of the Corporation are hereby designated “Series A Preferred Stock” with the following rights, preferences, powers,\nprivileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to “Sections” in this\nSection 2 of Part D of this Article IV refer to sections of this Section 2 of Part D of this Article\nIV.

(a) Voting.\nOn any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the\nCorporation (or by written consent of stockholders in lieu of meeting, if action by written consent of the stockholders is permitted at\nsuch time under this Certificate), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast one (1) vote\nfor each whole share of Class A Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible\nas of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions\nof this Certificate (including in any Preferred Stock Designation), holders of Series A Preferred Stock shall vote together with the holders\nof Common Stock as a single class and on an as-converted to Class A Common Stock basis. On any matter presented for a class vote by the\nholders of Series A Preferred Stock, any action required or permitted to be taken by such holders in respect of their shares of Series\nA Preferred Stock may be effected only at a duly called annual or special meeting of stockholders of the Corporation.

(b) Dividends.\nFrom and after the date of the issuance of any shares of Series A Preferred Stock, the holders of outstanding shares of Series A Preferred\nStock shall be entitled to receive dividends, when, as and if declared by the Board, on a pari passu basis with the holders of\noutstanding shares of Common Stock and on an as-converted to Class A Common Stock basis, out of any assets at the time legally available\ntherefor (collectively, the “Series A Preferred Dividends”). The Series A Preferred Dividends shall not be cumulative\nand no right to dividends shall accrue to holders of Series A Preferred Stock by reason of the fact that dividends on said shares are\nnot declared or paid. Payment of any dividends to the holders of Series A Preferred Stock shall be on a pro rata, pari passu basis\nwith the holders of outstanding shares of Common Stock and on an as-converted to Class A Common Stock basis. No dividends or other distributions\nshall be made with respect to the Common Stock or any other class or series of capital stock of the Corporation unless dividends on the\nSeries A Preferred Stock have been concurrently declared in accordance with the preferences stated herein and all declared dividends on\nthe Series A Preferred Stock have been paid or set aside for payment to the Series A Preferred Stock holders together with such dividend\nor other distribution with respect to the Common Stock.

(i) Preferential\nPayments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation,\nthe holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available\nfor distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof,\nan amount per share equal to the applicable Original Issue Price, plus any dividends accrued or declared but unpaid thereon. The “Original\nIssue Price” shall mean, with respect to the Series A Preferred Stock, $30,000 per share, subject to appropriate adjustment\nin the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred\nStock. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution\nto its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall\nbe entitled under this Section (2)(c)(i), the holders of shares of Series A Preferred Stock shall share ratably in any distribution\nof the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares\nheld by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(ii) Distribution\nof Remaining Assets. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation,\nafter the payment in full of all the Series A Preferred Stock Liquidation Amounts (as defined below) required to be paid to the holders\nof shares of Series A Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be\ndistributed among the holders of the shares of Series A Preferred Stock and Common Stock, pro rata based on the number of shares held\nby each such holder, treating for this purpose all such securities as if they had been converted to Class A Common Stock pursuant to the\nterms of this Certificate immediately prior to such liquidation, dissolution or winding up of the Corporation. The aggregate amount which\na holder of a share of Series A Preferred Stock is entitled to receive under this Section (2)(c) is referred to herein as the “Series A\nPreferred Stock Liquidation Amount.”

(d) Fractional\nShares of Series A Preferred Stock. The Corporation may, but is not required to, issue fractions of a share of its Series A Preferred\nStock. Alternatively, in lieu of issuing fractional shares, the Corporation may, at the discretion of the Board, (a) arrange for\nthe disposition of fractional interests by those entitled thereto, (b) pay in cash the fair value of fractions of a share as of the time\nwhen those entitled to receive such fractions are determined, or (c) issue scrip or warrants in registered or bearer form (or in book-entry\nform) that entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. Any scrip\nor warrant may be subject to the condition that it becomes void if not exchanged for a full share before a specified date, and may be\nsubject to the condition that the shares for which such scrip or warrants are exchangeable may be sold by the Corporation and the proceeds\npaid to the holders, or may be subject to any other conditions the Board may impose.

(e) Optional\nConversion. The holders of shares of the Series A Preferred Stock shall have conversion rights as follows (the “Conversion\nRights”):

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(i) Conversion\nRatio. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time\nto time, and without the payment of additional consideration by the holder thereof, into thirty thousand (30,000) fully paid and non-assessable\nshares of Class A Common Stock.

(ii) Termination\nof Conversion Rights. In the event of a liquidation, dissolution or winding up of the Corporation, or any sale, lease, transfer, exclusive\nlicense or other disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related\ntransactions) by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its\nsubsidiaries taken as a whole, the Conversion Rights shall terminate at the close of business on the last full day preceding the date\nfixed for the payment of any such amounts distributable on such event to the holders of Series A Preferred Stock.

(f) Mechanics\nof Conversion.

(i) Notice\nof Conversion. In order for a holder of Series A Preferred Stock to voluntarily convert shares of Series A\nPreferred Stock into shares of Class A Common Stock, such holder shall provide written notice to the Corporation’s transfer agent\nat the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation\nserves as its own transfer agent) that such holder elects to convert all or any number of such holder’s shares of Series A Preferred\nStock and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names\nof the nominees in which such holder wishes the shares of Class A Common Stock to be issued. The close of business on the date of receipt\nby the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice shall be the time of\nconversion (the “Conversion Time”), and the shares of Class A Common Stock issuable upon conversion of the specified\nshares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion\nTime (x) issue and deliver to such holder of Series A Preferred Stock, or to his, her or its nominees, a book-entry statement representing\nthe number of whole shares of Class A Common Stock issuable upon such conversion in accordance with the provisions hereof, and a book-entry\nstatement representing the number (if any) of such holder’s shares of Series A Preferred Stock that were not converted into Class\nA Common Stock, (y) pay in cash such amount as provided in Section (1)(i) of Part D of this Article IV in lieu\nof any fraction of a share of Class A Common Stock otherwise issuable upon such conversion and (z) pay all accrued or declared but unpaid\ndividends on the shares of Series A Preferred Stock converted.

(ii) Reservation\nof Shares. The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out\nof its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number\nof its duly authorized shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding\nSeries A Preferred Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient\nto effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such corporate action\nas may be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient\nfor such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary\namendment to this Certificate.

(iii) Effect\nof Conversion. All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein\nprovided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate\nat the Conversion Time, except only the right of the holders thereof to receive shares of Class A Common Stock in exchange therefor, to\nreceive payment in lieu of any fraction of a share of Class A Common Stock otherwise issuable upon such conversion and to receive payment\nof any dividends accrued or declared but unpaid thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled\nand may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for\nstockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

(iv) Taxes.\nThe Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares\nof Class A Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section (2)(f). The Corporation\nshall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery\nof shares of Class A Common Stock in a name other than that in which the shares of Series A Preferred Stock so converted were registered,\nand no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation\nthe amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

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(g) Preemptive\nRights.

(i) The Corporation shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve\nor set aside for issuance, sale or exchange, (a) any shares of the capital stock of the Corporation, (b) any option, warrant or other\nright to subscribe for, purchase or otherwise acquire any capital stock of the Corporation, or (c) any securities convertible into capital\nstock of the Corporation (collectively, the “Offered Securities”), unless in each such case the Corporation\nshall have first complied with this Section (2)(g); provided, that “Offered Securities” shall not include any shares\nof capital stock of the Corporation (i) issued against consideration other than in the form of cash or (ii) issued to employees of the\nCorporation or any subsidiary of the Corporation (collectively, “Preemptive Rights Excluded Securities”). The\nCorporation shall deliver to each holder of the Series A Preferred Stock a written notice of any proposed or intended issuance, sale\nor exchange of Offered Securities (each, an “Offer”), which Offer shall (1) identify and describe the Offered\nSecurities, (2) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the\nOffered Securities to be issued, sold or exchanged, (3) identify the persons or entities (if known) to which or with which the Offered\nSecurities are to be offered, issued, sold or exchanged, and (4) offer to issue and sell to or exchange with such holder of the Series\nA Preferred Stock (A) a pro rata portion of the Offered Securities determined by dividing (x) the aggregate number of shares of Common\nStock then held by such holder of the Series A Preferred Stock (giving effect to the conversion of all shares of convertible preferred\nstock then held by such holder) by (y) the total number of shares of Common Stock then held by all holders of the Series A Preferred Stock\n(giving effect to the conversion of all outstanding shares of convertible preferred stock then held by such holders) (such pro rata portion\nof the Offered Securities, the “Basic Amount”), and (B) any additional portion of the Offered Securities attributable\nto the Basic Amounts of other holders of the Series A Preferred Stock as such holder shall indicate it will purchase or acquire should\nthe other holders subscribe for less than their Basic Amounts (the “Undersubscription Amount”). The rights of\nthe holders of the Series A Preferred Stock under this Section (2)(g) may be limited or excluded with respect to any particular\nissuance, sale or exchange of Offered Securities, by the affirmative vote of the holders of shares of capital stock of the Corporation\nrepresenting a majority of at least two thirds of the votes cast if less than half of the issued share capital is represented at a meeting.

(ii) To accept\nan Offer, in whole or in part, a holder of Series A Preferred Stock must deliver a written notice to the Corporation prior to the expiration\ndate of the Offer (which shall be a date stated in the Offer that is no less than 14 days after the date on which such Offer is delivered\nto the holders of Series A Preferred Stock), setting forth the portion of the holder’s Basic Amount that such holder elects to purchase\nand, if such holder shall elect to purchase all of its Basic Amount, the Undersubscription Amount (if any) that such holder elects to\npurchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all holders of the Series A Preferred\nStock are less than the total of all of the Basic Amounts available for purchase, then each holder who has set forth an Undersubscription\nAmount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription\nAmount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceeds the difference between the\ntotal of all of the Basic Amounts available for purchase and the Basic Amounts subscribed for (the “Available Undersubscription\nAmount”) each holder of Series A Preferred Stock who has subscribed for any Undersubscription Amount shall be entitled to\npurchase only that portion of the Available Undersubscription Amount as the Undersubscription Amounts subscribed for by such holder bears\nto the total Undersubscription Amounts subscribed for by all holders of the Series A Preferred Stock, subject to rounding by the Board\nto the extent it deems reasonably necessary.

(iii) The Corporation shall have 90 days from the expiration date set forth in the Offer pursuant\nto Section (2)(g)(ii) to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance\nhas not been given by the holders of the Series A Preferred Stock (the “Refused Securities”), but only to the\nofferees or purchasers described in the Offer (if so described therein) and only upon terms and conditions (including, without limitation,\nunit prices and interest rates) which are not more favorable, in the aggregate, to the acquiring person or persons or less favorable to\nthe Corporation than those set forth in the Offer.

(iv) In the event the Corporation shall propose to sell less than all the Refused Securities (any\nsuch sale to be in the manner and on the terms specified in Section (2)(g)(iii)), then each holder of the Series A Preferred Stock\nmay, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance\nto an amount that shall be not less than the number or amount of the Offered Securities that the holder of the Series A Preferred Stock\nelected to purchase pursuant to Section (2)(g)(ii) multiplied by a fraction, (i) the numerator of which shall be the number or\namount of Offered Securities the Corporation actually proposes to issue, sell or exchange (including Offered Securities to be issued or\nsold to Purchasers pursuant to Section (2)(g)(ii) prior to such reduction) and (ii) the denominator of which shall be the original\namount of the Offered Securities. In the event that any holder of the Series A Preferred Stock so elects to reduce the number or amount\nof Offered Securities specified in its Notice of Acceptance, the Corporation may not issue, sell or exchange more than the reduced number\nor amount of the Offered Securities unless and until such securities have again been offered to the Purchasers in accordance with Section\n(2)(g)(i).

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(v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities,\nthe holders of the Series A Preferred Stock shall acquire from the Corporation, and the Corporation shall issue to the holders of the\nSeries A Preferred Stock, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section\n(2)(g)(iv) if the holders have so elected, upon the terms and conditions specified in the Offer. The purchase by the holders of the\nSeries A Preferred Stock of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Corporation\nand the holders of a purchase agreement relating to such Offered Securities satisfactory in form and substance to the holders of the Series\nA Preferred Stock and their respective counsel.

(vi) Any Offered Securities not acquired by the holders of the Series A Preferred Stock or other\npersons in accordance with Section (2)(g)(iii) may not be issued, sold or exchanged until they are again offered to the holders\nof the Series A Preferred Stock under the procedures specified in this Section (2)(g).

(vii) The rights of the holders of the Series A Preferred Stock under this Section (2)(g) shall\nnot apply to Preemptive Rights Excluded Securities

(viii) The failure of any holder of Series A Preferred Stock to exercise its rights under this Section\n(2)(g) shall not be deemed to be a waiver of its rights hereunder in connection with any subsequent issuance, sale or exchange, agreement\nto issue, sell or exchange, or reservation or setting aside for issuance, sale or exchange of Offered Securities.

(h) Additional\nIssuances of Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The Board is hereby expressly\nauthorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from\ntime to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences\nand relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions\nthereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included\nin a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board\nis hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

ARTICLE V

EXISTENCE

The Corporation is to have perpetual existence.

ARTICLE VI

BOARD OF DIRECTORS; MEETINGS

The following provisions are inserted for the management\nof the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers\nof the Corporation and of its directors and stockholders:

A. The business\nand affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly\nconferred upon them by law or by this Certificate (including any Preferred Stock Designation) or the Bylaws, the directors are hereby\nempowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

B. Subject\nto the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the\nCorporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by\nany consent in writing by such stockholders.

C. Unless\nand except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

D. Subject\nto the rights of the holders of any series of Preferred Stock then outstanding, special meetings of stockholders of the Corporation may\nbe called only by the Board pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not\nthere exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption),\nthe Chairperson of the Board or the Chief Executive Officer, and the ability of the stockholders of the Corporation to call a special\nmeeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders of the Corporation\nmay not be called by another person or persons.

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E. The number\nof directors, other than those who may elected by the holders of one or more series of the Preferred Stock voting separately by class\nor series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the total number\nof authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution\nis presented to the Board for adoption). Subject to Part J of this Article VI, the Board shall be divided into three classes,\nas nearly equal in number as possible and designated Class I, Class II, and Class III. The Board is authorized to assign members of the\nBoard already in office to Class I, Class II, or Class III. The term of the initial Class I Directors shall expire at the first annual\nmeeting of the stockholders of the Corporation following the effectiveness of this Certificate, the term of the initial Class II Directors\nshall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Certificate, and\nthe term of the initial Class III directors shall expire at the third annual meeting of the stockholders following the effectiveness of\nthis Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of\nthe stockholders of the Corporation following the effectiveness of this Certificate, each of the successors elected to replace the class\nof directors whose term expires at that annual meeting shall be elected for a three year term or until the election and qualification\nof their respective successors in office, subject to their earlier death, resignation or removal.

F. Subject\nto Part J of this Article VI, if the number of directors that constitutes the Board is changed, any increase or decrease\nshall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible,\nbut in no case shall a decrease in the number of directors constituting the Board shorten the term of any incumbent director. Subject\nto the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant\nto the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast\nby the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board is hereby expressly\nauthorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the time\nthis Certificate (and therefore such classification) becomes effective in accordance with the DGCL.

G. Subject\nto Part J of this Article VI, a director shall hold office until the next annual meeting for the year in which his or her\nterm expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death,\nresignation, retirement, disqualification or removal. Nothing in this Certificate shall preclude a director from serving consecutive terms.

H. Subject\nto Part J of this Article VI, (i) newly created directorships resulting from any increase in the authorized number of directors\nand (ii) any vacancies in the Board resulting from death, resignation, disqualification, removal from office, or other cause may be filled\nonly by the Board (and not by stockholders), provided that a quorum is then in office and present, or by a majority of the directors then\nin office, if less than a quorum is then in office, or by the sole remaining director. A director elected to fill a vacancy shall be elected\nfor the unexpired term of such director’s predecessor in office and until such director’s successor is duly elected and qualified,\nor until such director’s earlier death, resignation, disqualification or removal.

I. Subject\nto Part J of this Article VI, and notwithstanding any other provision of this Certificate (including any Preferred Stock\nDesignation), directors may be removed from office only for cause and only by the affirmative vote of the holders of at least sixty-six\nand two-thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled\nto vote generally in the election of directors, voting together as a single class. Vacancies in the Board resulting from such removal\nshall be filled as set forth above under Part H of this Article VI.

J. Notwithstanding\nany other provision of this Article VI, and except as otherwise required by law, whenever the holders of one or more series\nof the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office,\nthe filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series\nof the Preferred Stock as set forth in this Certificate (including any Preferred Stock Designation) and such directors shall not be included\nin any of the classes created pursuant to this Article VI unless expressly provided by such terms.

K. Subject\nto the rights of holders of any series of Preferred Stock, advance notice of stockholder nominations for election of directors and of\nbusiness to be brought by stockholders before any meeting of stockholders of the Corporation shall be given in the manner provided by\nthe Bylaws of the Corporation.

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ARTICLE VII

LIMITED LIABILITY; INDEMNIFICATION

A. Limitation\nof Director Liability. No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach\nof such director’s fiduciary duty as a director of the Corporation, except for liability (i) for any breach of the director’s\nduty of loyalty to the Corporation or its stockholders, (ii) for any acts or omissions not in good faith or which involve intentional\nmisconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director\nderived an improper personal benefit. If the DGCL hereafter is amended to authorize further elimination or limitation of the liability\nof directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein,\nshall be limited to the fullest extent permitted by the amended DGCL. Any repeal or modification of this paragraph by the stockholders\nof the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of\nthe Corporation existing at the time of such repeal or modification.

B. Indemnification\nand Advancement of Expenses. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the\nCorporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise\ninvolved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative\n(a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or,\nwhile a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or\nagent of another Corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect\nto an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an\nofficial capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or\nagent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA\nexcise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding.\nThe Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred\nby an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however,\nthat, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be\nmade only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be\ndetermined that the indemnitee is not entitled to be indemnified under this Part B of Article VII or otherwise.\nThe rights to indemnification and advancement of expenses conferred by this Part B of Article VII shall be contract\nrights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure\nto the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Part B of Article\nVII, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and\nadvance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding\n(or part thereof) was authorized by the Board.

The rights to indemnification and advancement of expenses\nconferred on any indemnitee by this Part B of Article VII shall not be exclusive of any other rights that any\nindemnitee may have or hereafter acquire under law, this Certificate (including any Preferred Stock Designation), the Bylaws, an agreement,\nvote of stockholders or disinterested directors, or otherwise.

Any repeal or amendment of this Part B\nof Article VII by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this\nCertificate inconsistent with this Part B of Article VII, shall, unless otherwise required by law, be prospective\nonly (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive\nbasis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time\nof such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding\nis first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment\nor adoption of such inconsistent provision.

This Part B of Article VII shall\nnot limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses\nto persons other than indemnitees.

ARTICLE VIII

CORPORATE OPPORTUNITY

A. In recognition\nand anticipation that members of the Board who are not employees of the Corporation (the “Non-Employee Directors”)\nand their respective Affiliates (as defined below) may now engage and may continue to engage in the same or similar activities or related\nlines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap\nwith or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article VIII are\nset forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business\nopportunities as they may involve any of the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and\nliabilities of the Corporation and its directors, officers and stockholders in connection therewith. For purposes of this Article VIII,\n(i) “Affiliate” shall mean, (a) in respect of each Non-Employee Director, any Person that, directly or indirectly,\nis controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (b)\nin respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (ii) “Person”\nshall mean any individual, Corporation, general or limited partnership, limited liability company, joint venture, trust, association or\nany other entity.

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B. No Non-Employee\nDirector (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities)\nor his or her Affiliates (such Persons being referred to, collectively, as “Identified Persons” and, individually,\nas an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly\nor indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates\nnow engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent\npermitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for\nbreach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent\npermitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate\nin, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates,\nexcept as provided in Part C of this Article VIII. Subject to said Part C of this Article VIII, in the event\nthat any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity\nfor itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted\nby law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates\nand, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation\nfor breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified\nPerson pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity\nto another Person.

C. The Corporation\ndoes not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director\nwho serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as\na director or officer of the Corporation, and the provisions of Part B of this Article VIII shall not apply to any such\ncorporate opportunity.

D. In addition\nto and notwithstanding the foregoing provisions of this Article VIII, a corporate opportunity shall not be deemed to be a potential\ncorporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is unable, financially or legally,\nor is not contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of\nno practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

E. To the\nfullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation\nshall be deemed to have notice of and to have consented to the provisions of this Article VIII.

F. Neither\nthe alteration, amendment, addition to or repeal of this Article VIII, nor the adoption of any provision of this Certificate (including\nany Preferred Stock Designation) inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII\nin respect of any corporate opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but\nfor this Article VIII, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption.

ARTICLE IX

CORPORATE POWERS

All of the powers of the Corporation, insofar as the\nsame may be lawfully vested by this Certificate (including any Preferred Stock Designation) in the Board, are hereby conferred upon the\nBoard.

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ARTICLE X

BYLAWS

The Board is expressly empowered to adopt, amend or\nrepeal the Bylaws. Any adoption, amendment or repeal of the Bylaws by the Board shall require the approval of a majority of the total\nnumber of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution\nproviding for adoption, amendment or repeal is presented to the Board). The stockholders shall also have power to adopt, amend or repeal\nthe Bylaws. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any adoption, amendment or repeal\nof Bylaws by the stockholders shall require, in addition to any vote of the holders of any class or series of stock of the Corporation\nrequired by law or by this Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least sixty-six\nand two-thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation\nentitled to vote generally in the election of directors, voting together as a single class.

ARTICLE XI

ELECTION OUT OF DGCL SECTION 203

The Corporation has elected not to be governed by Section 203 of the DGCL.

ARTICLE XII

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend or repeal\nany provision contained in this Certificate (including any Preferred Stock Designation) in the manner prescribed by the laws of the State\nof Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, that, notwithstanding\nany other provision of this Certificate (including any Preferred Stock Designation) or any provision of law which might otherwise permit\na lesser vote or no vote, but subject to the rights of the holders of any series of Preferred Stock then outstanding and in addition to\nany vote of the holders of any class or series of the stock of this Corporation required by law or by this Certificate (including any\nPreferred Stock Designation), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting\npower of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors,\nvoting together as a single class, shall be required to amend or repeal, or adopt any provision of this Certificate inconsistent with,\nArticle VI, Article VII, Article VIII, Article IX, this Article XII or Article XIV.

ARTICLE XIII

SEVERABILITY

If any provision of this Certificate (including any\nPreferred Stock Designation) becomes or is declared on any ground by a court of competent jurisdiction to be illegal, unenforceable or\nvoid, (i) portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Certificate\n(including any Preferred Stock Designation), and the court will replace such illegal, void or unenforceable provision of this Certificate\n(including any Preferred Stock Designation) with a valid and enforceable provision that most accurately reflects the Corporation’s\nintent, in order to achieve, to the maximum extent possible, the same economic, business and other purposes of the illegal, void or unenforceable\nprovision, and (ii) the provisions of this Certificate (including, without limitation, each portion of any paragraph of this Certificate\ncontaining any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect\nits directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the\nCorporation to the fullest extent permitted by law. The balance of this Certificate (including any Preferred Stock Designation) shall\nbe enforceable in accordance with its terms.

ARTICLE XIV

EXCLUSIVE FORUM FOR CERTAIN LAWSUITS

1. Forum.

(a) Unless the Corporation consents in writing\nto the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i)\nany derivative action or proceeding brought in the name or right of the Corporation or on behalf of the Corporation, (ii) any action asserting\na claim of breach of a fiduciary duty owed by any director, officer, employee, agent or stockholder of the Corporation to the Corporation\nor the Corporation’s stockholders, (iii) any action or proceeding arising or asserting a claim arising pursuant to any provision\nof the DGCL, this Certificate (including any Preferred Stock Designation) or the Bylaws or as to which the DGCL confers jurisdiction on\nthe Court of Chancery of the State of Delaware, (iv) any action to interpret, apply, enforce or determine the validity of this Certificate\n(including any Preferred Stock Designation) or the Bylaws or (v) any action asserting a claim governed by the internal affairs doctrine,\nin each such case subject to such Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties\nnamed as defendants therein. Furthermore, unless the Corporation consents in writing to the selection of an alternative forum, with respect\nto claims that are not internal corporate claims, stockholders, when acting in their capacity as stockholders or in the right of the Corporation,\nshall bring any or all such claims only in the Court of Chancery of the State of Delaware or the United States District Court for the\nDistrict of Delaware, if such claims relate to the business of the Corporation, the conduct of its affairs, or the rights or powers of\nthe Corporation or its stockholders, directors or officers, subject to such Court of Chancery of the State of Delaware or the United States\nDistrict Court for the District of Delaware, as applicable having personal jurisdiction over the indispensable parties named as defendants\ntherein.

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If any action, the subject matter of which is within\nthe scope of this Section (1)(a) of this Article XIV, is filed in a court other than a court located within the State\nof Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented\nto (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought\nin any such court to enforce this Section (1)(a) of this Article XIV (an “FSC Enforcement Action”)\nand (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s\ncounsel in the Foreign Action as agent for such stockholder, in each case to the fullest extent permitted by law. To the fullest extent\npermitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall\nbe deemed to have notice of and consented to the provisions of this Section (1)(a) of this Article XIV.

(b) Unless the Corporation consents in writing\nto the selection of an alternative forum, the U.S. federal district courts shall, to the fullest extent permitted by law, be the sole\nand exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.\nTo the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in any security\nof the Corporation shall be deemed to have notice of and consented to the provisions of this Section (1)(b) of this Article XIV.\nNotwithstanding anything herein to the contrary, this Section (1)(b) of this Article XIV shall not apply to suits brought\nto enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”),\nor the rules and regulations under the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction.

2.\tEquitable Relief. Failure to enforce\nthe provisions contained in this Article XIV would cause the Corporation irreparable harm, and the Corporation shall be entitled\nto equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.

ARTICLE XV

The name and mailing address of the incorporator of\nthe Corporation are as follows:

Name: Kevin McGurn

Mailing Address: 4965 Trinidad Drive, Land O’\nLakes, Florida 34639, United States of America

* * *

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THE UNDERSIGNED, being the incorporator hereinbefore\nnamed, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate,\nhereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this ___ day of _____,\n2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	By:	/s/
	Name:	Kevin McGurn
	Title:	Incorporator

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ANNEX D

BYLAWS

SONO GROUP, INC.

(THE “CORPORATION”)

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of the Corporation\nwithin the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware\nor (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.

Section 1.2. Additional Offices. The Corporation may, in addition\nto its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of\nDelaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the\nbusiness and affairs of the Corporation may require.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 2.1. Annual Meetings. The\nannual meeting of stockholders shall be held at such place, either within or without the State of Delaware and time and on such date as\nshall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine\nthat the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a).\nAt each annual meeting, the stockholders entitled to vote on such matters shall elect those directors of the Corporation to fill any term\nof a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before\nthe meeting.

Section 2.2. Special Meetings. Subject\nto the rights of the holders of any outstanding series of the preferred stock of the Corporation (“Preferred Stock”),\nand to the requirements of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman\nof the Board, the Chief Executive Officer or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called\nby any other person. Special meetings of stockholders shall be held at such place, either within or without the State of Delaware, and\nat such time and on such date as shall be determined by the Board and stated by the Board in the Corporation’s notice of the meeting,\nprovided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held\nsolely by means of remote communication pursuant to Section 9.5(a). Any special meeting previously called may be cancelled upon the affirmative\nvote of a majority of the Whole Board (as defined below). The “Whole Board” consists of the total number of\nauthorized directors, whether or not there are any vacancies in previously authorized directorships or unfilled newly created directorships.

Section 2.3. Notices. Written\nnotice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if\nany, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining\nthe stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled\nto notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to\nvote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by the Corporation (and may not\nbe given by any other person) not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General\nCorporation Law of the State of Delaware (the “DGCL”). If said notice is for a stockholders meeting other than\nan annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, which shall be determined by the\nChairman of the Board, the Chief Executive Officer or the Board in its sole discretion pursuant to a resolution adopted by a majority\nof the Whole Board, and the business transacted at such meeting shall be limited to the matters so stated by the Board in the Corporation’s\nnotice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and subject\nto Section 2.2, any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public\nannouncement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.

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Section 2.4. Quorum. Except as otherwise\nprovided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to\ntime (the “Certificate of Incorporation”) or these Bylaws, the presence, in person or by proxy, at a stockholders\nmeeting of the holders of shares of outstanding capital stock of the Corporation representing 50% of the voting power of all outstanding\nshares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business\nat such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of\nshares representing 50% of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class\nor series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders\nof the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until\na quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding\nthe withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another\ncorporation, if 50% of the voting power of the shares entitled to vote in the election of directors of such other corporation is\nheld, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however,\nthat the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary\ncapacity.

Section 2.5. Voting of Shares.

(a) Voting Lists. The Secretary of\nthe Corporation (the “Secretary”) shall prepare, or shall cause the officer or agent who has charge of the stock\nledger of the Corporation to prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders\nof record entitled to vote at such meeting; provided, however, that if the record date for determining the stockholders entitled to vote\nis less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting\ndate, arranged in alphabetical order and showing the address and the number and class of shares registered in the name of each stockholder.\nNothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other\nelectronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to\nthe meeting, during ordinary business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible\nelectronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or\n(ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines\nto make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available\nonly to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time\nand place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If a meeting of stockholders\nis to be held solely by means of remote communication as permitted by Section 9.5(a), the list shall be open to the examination\nof any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to\naccess such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence as to who are the stockholders\nentitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of\nstockholders.

(b) Manner of Voting. At any stockholders\nmeeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or\nproxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined\nin Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information\nfrom which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board,\nin its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast\nat such meeting shall be cast by written ballot.

(c) Proxies. Each stockholder entitled\nto vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another\nperson or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date,\nunless the proxy provides for a longer period. Proxies need not be filed with the Secretary until the meeting is called to order, but\nshall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person\nor persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant\nsuch authority. No stockholder shall have cumulative voting rights.

(i) A stockholder may execute a writing\nauthorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s\nauthorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing\nby any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another\nperson or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to\nthe person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly\nauthorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission\nmust either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized\nby the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another\nperson or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any\nand all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or\nother reproduction shall be a complete reproduction of the entire original writing or transmission.

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(d) Required Vote. Subject to the\nrights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the\nterms of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors\nshall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and\nentitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined\nby the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled\nto vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable\nstock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.

(e) Inspectors of Election. The Board\nmay, and shall if required by law, in advance of any meeting of stockholders, designate one or more persons as inspectors of election,\nwho may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders\nor any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to\nreplace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting\nshall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign\nan oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors\nshall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person\nor represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine\nand retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify\ntheir determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate\nfor an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by\nthe inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector,\nthe report of a majority shall be the report of the inspectors.

Section 2.6. Adjournments. Any meeting\nof stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum,\nto reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if\nany, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person\nand vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders,\nor the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that\nmight have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall\nbe given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled\nto vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 9.2,\nand shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record\ndate fixed for notice of such adjourned meeting.

Section 2.7. Advance Notice for Business.

(a) Annual Meetings of Stockholders.\nNo business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s\nnotice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the\nannual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder\nof the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice\nprovided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote\nat such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding\nanything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term\nof a directorship that expires on the date of the annual meeting pursuant to Section 3.2 will be considered for\nelection at such meeting.

(i) In addition to any other applicable\nrequirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder\nmust have given timely notice thereof in proper written form to the Secretary, even if such matter is already the subject of any notice\nto the stockholders or public announcement from the Board, and such business must otherwise be a proper matter for stockholder action.\nSubject to Section 2.7(a)(iii), a stockholder’s notice to the Secretary with respect to such business, to be timely,\nmust be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th\nday nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting\nof stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or\nafter such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the\n120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the\nclose of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the\nCorporation. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend\nany time period) for the giving of a stockholder’s notice as described in this Section 2.7(a).

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(ii) To be in proper written form,\na stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter\nsuch stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before\nthe annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the\nevent such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting\nsuch business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial\nowner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation\nthat are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made,\nand a representation that such stockholder will notify the Corporation in writing of the class and number of such shares owned of record\nand beneficially as of the record date for the meeting within five (5) business days after the record date for such meeting, (D) a\ndescription of all agreements, arrangements or understandings between or among such stockholder and the beneficial owner, if any, on whose\nbehalf the proposal is made and any other person or persons (including their names) acting in concert with any of the foregoing in connection\nwith the proposal of such business by such stockholder, and a representation that such stockholder will notify the Corporation in writing\nof any such agreement, arrangement or understanding in effect as of the record date for the meeting within five (5) business days\nafter the record date for such meeting, (E) a description of all agreements, arrangements or understandings (including any derivative\nor short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into as of the\ndate of such stockholder’s notice by, or on behalf of, the stockholder or the beneficial owner, if any, on whose behalf the business\nproposal is being made and any other person or persons (including their names), the effect or intent of which is to mitigate loss to,\nmanage risk or benefit of share price changes for, or increase or decrease the voting power of such person or any other person or persons\n(including their names) with respect to shares of stock of the Corporation, and a representation that such stockholder will notify the\nCorporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within five\n(5) business days after the record date for such meeting, (F) any material interest of such stockholder and the beneficial owner,\nif any, on whose behalf the proposal of such business is made and any other person or persons (including their names) acting in concert\nwith any of the foregoing, (G) the names and addresses of other stockholders (including beneficial and record owners) known by such\nstockholder to support the proposal, and to the extent known, the class and number of all shares of the Corporation’s capital stock\nowned beneficially or of record by such other stockholders and (H) a representation that such stockholder is a holder of record of\nshares of the Corporation entitled to vote at the meeting and such stockholder (or a qualified representative of such stockholder) intends\nto appear in person or by proxy at the annual meeting to bring such business before the meeting.

(iii) The foregoing notice requirements\nof this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if\nthe stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance\nwith Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),\nand such stockholder has complied with the requirements of such rule for inclusion of such proposal in a proxy statement prepared by the\nCorporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business\nbrought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a), provided, however,\nthat once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.7(a) shall\nbe deemed to preclude discussion by any stockholder of any such business. If the Board or the chairman of the annual meeting determines\nthat any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the\ninformation provided in a stockholder’s notice does not satisfy the information requirements of this Section 2.7(a),\nsuch proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a),\nif the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation\nto present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter\nmay have been received by the Corporation.

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(iv) In addition to the provisions\nof this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the Exchange Act and the\nrules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall\nbe deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to\nRule 14a-8 under the Exchange Act.

(b) Special Meetings of Stockholders.\nOnly such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the\nCorporation’s notice of meeting as determined by the Chairman of the Board, the Chief Executive Officer or the majority of the Whole\nBoard in its sole discretion as provided for in Section 2.3. In addition to the foregoing, nominations of persons for\nelection to the Board may be made at a special meeting of stockholders at which the Chairman of the Board, the Chief Executive Officer\nor two-thirds of the Whole Board, in its sole discretion as provided for in Section 2.3, has provided\nthat directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.2.

(c) Public Announcement. For purposes\nof these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News\nService, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and\nExchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor thereto).

Section 2.8. Conduct of Meetings.\nThe chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or\nrefusal to act) of the Chairman of the Board, a chairman as shall be appointed by a majority of the directors present at the meeting from\nthe majority of the independent directors as determined by the listing standards of the Nasdaq Stock Market LLC present at the meeting.\nThe date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall\nbe announced at the meeting by the chairman of the meeting. The Board may adopt such rules and regulations for the conduct of the meeting\nof stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted\nby the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to\nprescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the\nproper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the\nmeeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting;\n(b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance\nat or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such\nother persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the\ncommencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent\ndetermined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the\nrules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence\n(or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence\n(or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to\nact as secretary of the meeting.

Section 2.9. Consents in Lieu of Meeting.\nAny action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special\nmeeting of such holders and may not be effected by written consent of the stockholders.

ARTICLE III

DIRECTORS

Section 3.1. Powers. The business\nand affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation\nand do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be\nexercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware.

Section 3.2. Advance Notice for Nomination of Directors.

(a) Only persons who are nominated in accordance\nwith the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the\nterms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect\ndirectors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders\ncalled for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting as determined by the\nChairman of the Board, the Chief Executive Officer or two-thirds of the Whole Board, in its sole discretion as provided for\nin Section 2.3, may be made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation\n(x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided\nfor in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting\nand (y) who complies with the notice procedures set forth in this Section 3.2.

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(b) In addition to any other applicable requirements,\nfor a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary.\nTo be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the\nCorporation (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the opening\nof business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however,\nthat in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice\nby the stockholder to be timely must be so received not earlier than the opening of business on the 120th day before the meeting and not\nlater than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th\nday following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in\nthe case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the\n10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event\nshall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or\nextend any time period) for the giving of a stockholder’s notice as described in this Section 3.2.

(c) Notwithstanding anything in paragraph (b) to\nthe contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of\ndirectors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the\nnominees for the additional directors to be elected or specifying the size of the increased Board before the close of business on the\n90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required\nby this Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships\ncreated by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal\nexecutive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement\nwas first made by the Corporation.

(d) To be in proper written form, a stockholder’s\nnotice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director\n(A) the name, age, business address and residence address of the proposed nominee, (B) the principal occupation or employment\nof the proposed nominee, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially\nor of record by the proposed nominee, (D) a written questionnaire with respect to the background and qualification of such proposed\nnominee, completed and executed by such proposed nominee, in the form to be provided by the Secretary upon written request of any stockholder\nof record within 10 days of such request, and a written statement and agreement executed by each such proposed nominee acknowledging that\nsuch person: (x) consents to being named in the proxy statement as a nominee and to serving as a director if elected, (y) intends\nto serve as a director for the full term for which such person is standing for election and (z) makes the following representations:\n(1) that the proposed nominee has read and agrees to adhere to the Corporation’s Corporate Governance Guidelines, Code of Business\nConduct and Ethics, any other of the Corporation’s policies or guidelines applicable to directors, including with regard to (A) reporting\nrelated party transactions for approval pursuant to the Board’s Audit Committee Charter and (B) securities trading, and (2) that\nthe proposed nominee is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment\nor assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any nomination\nor other business proposal, issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation\nor any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation,\nwith such person’s fiduciary duties under applicable law, and (3) that the proposed nominee is not and will not become a party\nto any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect\ncompensation, reimbursement or indemnification (“Compensation Arrangement”) that has not been disclosed to the\nCorporation in connection with such person’s nomination for director or service as a director and (E) any other information\nrelating to the proposed nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection\nwith solicitations of proxies for election of directors in an election contest (even if an election contest is not involved) or that is\notherwise required to be disclosed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;\nand (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder as they appear on the Corporation’s\nbooks and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and\nnumber of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and the beneficial\nowner, if any, on whose behalf the nomination is made, and a representation that such stockholder will notify the Corporation in writing\nof the class and number of such shares owned of record and beneficially as of the record date for the meeting within five (5) business\ndays after the record date for such meeting, (C) a description of all agreements, arrangements or understandings relating to the\nnomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made,\neach proposed nominee and any other person or persons (including their names) acting in concert with any of the foregoing, and a representation\nthat such stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record\ndate for the meeting within five (5) business days after the record date for such meeting, (D) a description of any agreement,\narrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed\nor loaned shares) that has been entered into as of the date of such stockholder’s notice by, or on behalf of, the stockholder or\nthe beneficial owner, if any, on whose behalf the nomination is being made and any other person or persons (including their names), the\neffect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting\npower of such person or any other person or persons (including their names) with respect to shares of stock of the Corporation, and a\nrepresentation that such stockholder will notify the Corporation in writing of any such agreement, arrangement or understanding in effect\nas of the record date for the meeting within five (5) business days after the record date for such meeting, (E) a representation\nwhether such stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s\noutstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination,\n(F) the names and addresses of other stockholders (including beneficial and record owners) known by such stockholder to support the\nnomination, and to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially or\nof record by such other stockholders, (G) a representation that such stockholder is a holder of record of shares of the Corporation\nentitled to vote at the meeting and such stockholder (or a qualified representative of such stockholder) intends to appear in person or\nby proxy at the meeting to nominate the persons named in its notice and (H) any other information relating to such stockholder and\nthe beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other\nfilings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange\nAct and the rules and regulations promulgated thereunder. The Corporation may require any proposed nominee to furnish such other information\nas it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation\nor that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee,\nincluding any relationships, whether of a personal or business nature, with any of the officers or directors of the Corporation or its\nsubsidiaries that such proposed nominee has or is planning to have.

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(e) If a majority of the Board or the chairman\nof the meeting of stockholders determines that any nomination was not made in accordance with the provisions of this Section 3.2,\nor that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 3.2,\nthen such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.2,\nif the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation\nto present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been\nreceived by the Corporation.

(f) In addition to the provisions of this Section 3.2,\na stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with\nrespect to the matters set forth herein. Nothing in this Section 3.2 shall be deemed to affect any rights of the\nholders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

Section 3.3. Compensation. Unless\notherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of\ndirectors. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board, including for service on\na committee of the Board, and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director.\nNo such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members\nof committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.

ARTICLE IV

BOARD MEETINGS

Section 4.1. Annual Meetings. The\nBoard shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders\nmeeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of\nthe Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.

Section 4.2. Regular Meetings. Regularly\nscheduled, periodic meetings of the Board may be held without notice at such times, dates and places (within or without the State of Delaware)\nas shall from time to time be determined by the Board.

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Section 4.3. Special Meetings. Special\nmeetings of the Board (a) may be called by the Chairman of the Board or the Chief Executive Officer and (b) shall be called by any director\non the written request of at least a majority of the Whole Board, or the sole director, as the case may be, and shall be held at such\ntime, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon\nthe request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall\nbe given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is\noral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission\nand delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service;\nand (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail\nor refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting.\nAny and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be\notherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted\nat, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may\nbe held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance\nwith Section 9.4.

Section 4.4. Quorum; Required Vote.\nA majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority\nof the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically\nprovided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting, a majority\nof the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum\nis present.

Section 4.5. Consent In Lieu of Meeting.\nUnless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting\nof the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent\nthereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions (or paper reproductions\nthereof) are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained\nin paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.6. Organization. The chairman\nof each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of\nthe Board, a chairman elected by a majority of the directors present at the meeting from the majority of the independent directors as\ndetermined by the listing standards of the Nasdaq Stock Market LLC present at the meeting. The Secretary shall act as secretary of all\nmeetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties\nof the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the\nchairman of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 5.1. Establishment. The Board\nmay by resolution passed by a majority of the Board designate one or more committees (including special or select committees), each committee\nto consist of one or more of the directors of the Corporation. Each committee shall keep regular minutes of its meetings and report the\nsame to the Board when required. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve\nany such committee.

Section 5.2. Available Powers. Any\ncommittee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution\nof the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of\nthe Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 5.3. Alternate Members. The\nBoard may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at\nany meeting of such committee. In the absence or disqualification of a member of the committee, the member or members thereof present\nat any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member\nof the Board to act at the meeting in place of any such absent or disqualified member.

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Section 5.4. Procedures. Unless the\nBoard otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee.\nAt meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such\nalternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute\na quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall\nbe the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws\nor the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without\nnotice other than an announcement at the meeting, until a quorum is present.

Unless the Board otherwise provides and except\nas provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business.\nIn the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business\npursuant to Article III and Article IV of these Bylaws.

ARTICLE VI

OFFICERS

Section 6.1. Officers. The officers\nof the Corporation elected by the Board shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer,\na Secretary and such other officers (including without limitation, Vice Presidents, Assistant Secretaries and a Treasurer) as the Board\nfrom time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective\noffices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from\ntime to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers other than the\nChief Financial Officer and the Treasurer, if any (including without limitation one or more Vice Presidents and Controllers), as may be\nnecessary or desirable for the conduct of the business of the Corporation, so long as such officers would not constitute executive officers\nunder the U.S. securities laws. Such other officers shall have such powers and duties and shall hold their offices for such terms as may\nbe provided in these Bylaws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer\nor President, as may be prescribed by the appointing officer.

(a) Chairman of the Board. The Chairman\nof the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman of the Board shall have general\nsupervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be\nresponsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act)\nof the Chairman of the Board, a chairman elected by a majority of the directors present at the meeting from the majority of the independent\ndirectors as determined by the listing standards of the Nasdaq Stock Market LLC present at the meeting shall preside at meetings of the\nstockholders and the Board. The powers and duties of the Chairman of the Board shall not include supervision or control of the preparation\nof the financial statements of the Corporation (other than through participation as a member of the Board). The position of Chairman of\nthe Board and Chief Executive Officer may be held by the same person.

(b) Chief Executive Officer. The Chief\nExecutive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation\nand general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution\nof the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the\nChairman of the Board pursuant to Section 6.1(a) above. The position of Chief Executive Officer and President may\nbe held by the same person.

(c) President. The President shall\nmake recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive\nresponsibility of the Chief Executive Officer. The President shall also perform such duties and have such powers as shall be designated\nby the Board. The position of President and Chief Executive Officer may be held by the same person.

(d) Vice Presidents. In the absence\n(or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice\nPresidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the\nVice Presidents may be given an additional designation of rank or function.

(e) Secretary.

(i) The Secretary shall attend all meetings of\nthe stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be\nkept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings\nof the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive Officer\nor President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary,\nshall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature\nor by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation\nand to attest the affixing thereof by his or her signature.

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(ii) The Secretary shall keep, or cause to be\nkept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if\none has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number\nand classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and\nthe number and date of certificates cancelled.

(f) Assistant Secretaries. The Assistant\nSecretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability\nor refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(g) Chief Financial Officer. The Chief\nFinancial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the\nfunds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit\nof the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

(h) Treasurer. The Treasurer shall\nbe elected by two-thirds of the Board members, and shall, in the absence (or inability or refusal to act) of the Chief Financial\nOfficer, perform the duties and exercise the powers of the Chief Financial Officer.

Section 6.2. Term of Office; Removal;\nVacancies. The elected officers of the Corporation shall be appointed by the Board and shall hold office until their successors are\nduly elected and qualified by the Board or until their earlier death, resignation, retirement, disqualification, or removal from office.\nAny officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President\nmay also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise\nprovides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office\nappointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be,\nunless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.

Section 6.3. Other Officers. The Board\nmay delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to\nremove same, as it shall from time to time deem necessary or desirable.

Section 6.4. Multiple Officeholders; Stockholder\nand Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws\notherwise provide. Officers need not be stockholders or residents of the State of Delaware.

ARTICLE VII

SHARES

Section 7.1. Certificated and Uncertificated\nShares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements\nof the DGCL.

Section 7.2. Multiple Classes of Stock.\nIf the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall\n(a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock\nor series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to be set forth in full or summarized\non the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in\nthe case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner\nthereof a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided,\nhowever, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face\nor back of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish\nwithout charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other\nspecial rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 7.3. Signatures. Each certificate\nrepresenting capital stock of the Corporation shall be signed by or in the name of the Corporation by (a) the Chairman of the Board,\nChief Executive Officer, the President or a Vice President and (b) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant\nSecretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or\nregistrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer\nagent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such\nperson were such officer, transfer agent or registrar on the date of issue.

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Section 7.4. Consideration and Payment\nfor Shares.

(a) Subject to applicable law and the Certificate\nof Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a value not less than\nthe par value thereof, and to such persons, as determined from time to time by the Board. The consideration may consist of any tangible\nor intangible property or any benefit to the Corporation including cash, promissory notes, services performed, contracts for services\nto be performed or other securities, or any combination thereof.

(b) Subject to applicable law and the Certificate\nof Incorporation, shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each\ncertificate issued to represent any partly paid shares of capital stock or upon the books and records of the Corporation in the case of\npartly paid uncertificated shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount\npaid thereon up to and including the time said certificate representing certificated shares or said uncertificated shares are issued.

Section 7.5. Lost, Destroyed or Wrongfully\nTaken Certificates.

(a) If an owner of a certificate representing\nshares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing\nsuch shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice\nthat the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers\nto the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account\nof the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares;\nand (iii) satisfies other reasonable requirements imposed by the Corporation.

(b) If a certificate representing shares has been\nlost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after\nthe owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before\nreceiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or\na claim to a new certificate representing such shares or such shares in uncertificated form.

Section 7.6. Transfer of Stock.

(a) If a certificate representing shares of the\nCorporation is presented to the Corporation with an endorsement requesting the registration of transfer of such shares or an instruction\nis presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer\nas requested if:

(i) in the case of certificated\nshares, the certificate representing such shares has been surrendered;

(ii)(A) with respect to certificated\nshares, the endorsement is made by the person specified by the certificate as entitled to such shares; (B) with respect to uncertificated\nshares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect to certificated shares\nor uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority\nto act on behalf of the appropriate person;

(iii) the Corporation has received\na guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement\nor instruction is genuine and authorized as the Corporation may request;

(iv) the transfer does not violate\nany restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a); and

(v) such other conditions for\nsuch transfer as shall be provided for under applicable law have been satisfied.

(b) Whenever any transfer of shares shall be made\nfor collateral security and not absolutely, the Corporation shall so record such fact in the entry of transfer if, when the certificate\nfor such shares is presented to the Corporation for transfer or, if such shares are uncertificated, when the instruction for registration\nof transfer thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so.

Section 7.7. Registered Stockholders.\nBefore due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting\nregistration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to\ninspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends\nor notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that\na person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing\ndocumentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law,\nmay also so inspect the books and records of the Corporation.

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Section 7.8. Effect of the Corporation’s Restriction\non Transfer.

(a) A written restriction on the transfer or registration\nof transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons,\nif permitted by the DGCL and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares,\ncontained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable\ntime prior to or after the issuance or transfer of such shares, may be enforced against the holder of such shares or any successor or\ntransferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility\nfor the person or estate of the holder.

(b) A restriction imposed by the Corporation on\nthe transfer or the registration of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person\nor group of persons, even if otherwise lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the\nshares are certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and\nsuch restriction was contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares\nprior to or within a reasonable time after the issuance or transfer of such shares.

Section 7.9. Regulations. The Board\nshall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board\nmay deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates\nrepresenting shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates\nrepresenting shares bear the signature of any transfer agent or registrar so appointed.

ARTICLE VIII

INDEMNIFICATION

Section 8.1. Right to Indemnification.\nTo the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and\nhold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened,\npending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”),\nby reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation,\nis or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership,\njoint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an\n“Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director,\nofficer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and\nloss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and\namounts paid in settlement) reasonably incurred by such Indemnitee in connection with such proceeding; provided, however, that, except\nas provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall\nindemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part\nthereof) was authorized by the Board.

Section 8.2. Right to Advancement of Expenses.\nIn addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid\nby the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’\nfees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement\nof expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his\nor her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such\nIndemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt\nof an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so\nadvanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or\notherwise.

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Section 8.3. Right of Indemnitee to Bring\nSuit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation\nwithin 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of\nexpenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation\nto recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation\nto recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense\nof prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder\n(but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in\nany suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall\nbe entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal (hereinafter a “final\nadjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither\nthe failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent\nlegal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee\nis proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual\ndetermination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors,\nindependent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption\nthat the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be\na defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder,\nor by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee\nis not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be\non the Corporation.

Section 8.4. Non-Exclusivity of\nRights. The rights provided to any Indemnitee pursuant to this Article VIII shall not be exclusive of any other right,\nwhich such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement,\na vote of stockholders or disinterested directors, or otherwise.

Section 8.5. Insurance. The Corporation\nmay maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another\ncorporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation\nwould have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.6. Indemnification of Other\nPersons. This Article VIII shall not limit the right of the Corporation to the extent and in the manner authorized\nor permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the Corporation\nmay, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any\nemployee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer,\nemployee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect\nto an employee benefit plan, to the fullest extent of the provisions of this Article VIII with respect to the indemnification\nand advancement of expenses of Indemnitees under this Article VIII.

Section 8.7. Amendments. Any repeal\nor amendment of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law,\nor the adoption of any other provision of these Bylaws inconsistent with this Article VIII, will, to the extent permitted\nby applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide\nbroader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or\nadversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment\nor adoption of such inconsistent provision; provided however, that amendments or repeals of this Article VIII shall require\nthe affirmative vote of the stockholders holding at least 66.7% of the voting power of all outstanding shares of capital stock of the\nCorporation.

Section 8.8. Certain Definitions.\nFor purposes of this Article VIII, (a) references to “other enterprise” shall include any employee\nbenefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect\nto an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include\nany service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or\nbeneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of\nthe participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best\ninterest of the Corporation” for purposes of Section 145 of the DGCL.

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Section 8.9. Contract Rights. The\nrights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue\nas to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s\nheirs, executors and administrators.

Section 8.10. Severability. If any\nprovision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever:\n(a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any\nway be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including,\nwithout limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal\nor unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Place of Meetings. If\nthe place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated\nin the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the\nBoard has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote\ncommunication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

Section 9.2. Fixing Record Dates.

(a) In order that the Corporation may determine\nthe stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which\nshall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be\nmore than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date\nfor determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date,\nthat a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by\nthe Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the\nclose of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business\non the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice\nof or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a\nnew record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such\nadjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the\nforegoing provisions of this Section 9.2(a) at the adjourned meeting.

(b) In order that the Corporation may determine\nthe stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled\nto exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board\nmay fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which\nrecord date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders\nfor any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 9.3. Means of Giving Notice.

(a) Notice to Directors. Whenever\nunder applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall\nbe given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile\ntelecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to\na director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the\ndirector, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid,\naddressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day\ndelivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed\nto the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication,\nwhen sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic\nmail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by\nany other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on\nthe records of the Corporation.

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(b) Notice to Stockholders. Whenever\nunder applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice\nmay be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight\ndelivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to\nthe extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to a stockholder shall be deemed\ngiven as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United\nStates mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s\naddress appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight\ndelivery service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s\naddress appearing on the stock ledger of the Corporation, and (iv) if given by a form of electronic transmission consented to by\nthe stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission,\nwhen directed to a number at which the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an\nelectronic mail address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic network together\nwith separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of\nsuch separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may\nrevoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation\nto the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission\ntwo consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary\nor an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of notice; provided,\nhowever, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(c) Electronic Transmission. “Electronic\ntransmission” means any form of communication, not directly involving the physical transmission of paper, that creates a\nrecord that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such\na recipient through an automated process, including but not limited to transmission by telex, facsimile telecommunication, electronic\nmail, telegram and cablegram.

(d) Notice to Stockholders Sharing Same\nAddress. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice\nto stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective\nif given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such\nnotice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation.\nAny stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation\nof its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(e) Exceptions to Notice Requirements.\nWhenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication\nis unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority\nor agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice\nto any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In\nthe event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware,\nthe certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice\nexcept such persons with whom communication is unlawful.

Whenever notice is required to be given by the\nCorporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice\nof two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent\nof stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all,\nand at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have\nbeen mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been\nreturned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken\nor held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder\nshall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice\nbe given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing\nof a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom\nnotice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of the first sentence\nof this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice\nwas given by electronic transmission.

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Section 9.4. Waiver of Notice. Whenever\nany notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice,\nsigned before or after the date of such meeting by the person or persons entitled to said notice, or a waiver by electronic transmission\nby the person entitled to said notice, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books\nof the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the\nexpress purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.5. Meeting Attendance via Remote\nCommunication Equipment.

(a) Stockholder Meetings. If authorized\nby the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote\nat such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate in a meeting\nof stockholders; and

(ii) be deemed present in person\nand vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication,\nprovided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to\nvote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable\nmeasures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and, if entitled to vote,\nto vote on matters submitted to the applicable stockholders, including an opportunity to read or hear the proceedings of the meeting substantially\nconcurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means\nof remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b) Board Meetings. Unless otherwise\nrestricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate\nin a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which\nall persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the\nmeeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on\nthe ground that the meeting was not lawfully called or convened.

Section 9.6. Dividends. The Board\nmay from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s\ncapital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

Section 9.7. Reserves. The Board may\nset apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any\nsuch reserve.

Section 9.8. Contracts and Negotiable\nInstruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond,\ndeed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or\nofficers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general\nor confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the\nChief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other\ninstrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board,\nChief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and\ndeliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or\nemployees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation\nof power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 9.9. Fiscal Year. The fiscal\nyear of the Corporation shall be fixed by the Board.

Section 9.10. Seal. The Board may\nadopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof\nto be impressed, affixed or otherwise reproduced.

Section 9.11. Books and Records. The\nbooks and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time\nbe designated by the Board.

Section 9.12. Resignation. Any director,\ncommittee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman of the Board\n(directors), or the Chief Executive Officer (officers). The resignation shall take effect at the time specified therein, or at the time\nof receipt of such notice if no time is specified or the specified time is earlier than the time of such receipt. Unless otherwise specified\ntherein, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that the resignation of any\nofficer should be reviewed and accepted by the Board before it becomes effective.

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Section 9.13. Surety Bonds. Such officers,\nemployees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, President or the Board may direct,\nfrom time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of\ntheir death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property\nof whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies\nas the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid\nby the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14. Securities of Other Corporations.\nPowers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the\nCorporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President,\nany Vice President or any officers authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take\nall such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation\nin which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by\nsuch corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power\nincident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The\nBoard may from time to time confer like powers upon any other person or persons.

Section 9.15. Amendments. The Board\nshall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Whole Board shall be required\nto adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided,\nhowever, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable\nlaw or the Certificate of Incorporation, the affirmative vote of the holders of at least 66 2/3% of the voting power (except as otherwise\nprovided in Section 8.7) of all outstanding shares of capital stock of the Corporation entitled to vote generally in\nthe election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal\nthe Bylaws.

* * *

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ANNEX E

REPORTS of VISSER & VISSER\nAUDIT EN ASSURANCE B.V.

TO THE MANAGEMENT OF SONO N.V.\nAND SONO LUXEMBOURG

ANNEX E-1 — Report of Visser pursuant to Article 2:328(1) and Article 2:333g(2)\nof the Dutch Civil Code

ANNEX E-2 — Report of Visser pursuant to Article 2:328(2) and Article 2:333g(3)\nof the Dutch Civil Code

E-1

ANNEX E-1

$\"\"$

INDEPENDENT AUDITOR’S\nREPORT pursuant to Article 2:328(1) and Article 2:333g of the Dutch Civil Code

To: the managements of the companies mentioned\nbelow

Our adverse opinion

We have audited the reasonableness of the\nproposed share exchange ratio and the reasonableness of the proposed withdrawal compensation in connection with the proposal for legal\nmerger in which the following companies are involved:

Sono\n Group N.V. based in Amsterdam, the Netherlands, and offices at Waldmeisterstrasse 93, 80935\n Munich, Germany (‘the disappearing company’), and

Sono\n Group S.à r.l. based in Luxembourg, Grand Duchy of Luxembourg (‘the acquiring\n company’).

In our opinion, applying valuation methods generally\naccepted in the Netherlands:

having considered the notes to the proposal for legal merger and the other\n documents attached to the proposal for legal merger, the proposed share exchange ratio in the accompanying proposal for legal merger\n dated 5 October 2026, in all material respects pursuant to Article 2:328(1) of the Dutch Covil Code, is reasonable; and

having considered the notes to the proposal for legal merger and the other documents attached\nto the proposal for legal merger, the proposed withdrawal compensation in the accompanying proposal for legal merger 5 October\n2026, in all material respects pursuant to Article 2:333g of the Dutch Civil Code, is not reasonable due to the significance of the matter\ndescribed in the ‘Basis for our adverse opinion’.

Basis for our adverse opinion

As indicated in paragraph 8.8 of the proposal\nfor legal merger and section 6 of notes to the proposal for legal merger, Sono Group N.V. is in imminent and continuing financing needs\nand there is uncertainty as to its ability to continue as a going concern. As a result, management believes that Sono Group N.V. does\nnot have the financial means to offer a withdrawal compensation other than the nominal value, being € 0,01 per Ordinary Share, and\nacknowledges that shareholders have the option to sell their shares in the open market.

The proposed withdrawal compensation of\n€ 0,01 per Ordinary Share is significantly lower than a withdrawal compensation based on the market value of the shares or a generally\naccepted valuation method in the Netherlands and, therefore, the proposed withdrawal compensation is not reasonable when assessed against\nthe criteria of Article 2:333g(2) of the Dutch Civil Code. Also, depending on the number of dissenting votes, withdrawing shareholders\nmay not be able to sell their shares at a reasonable market price considering the limited liquidity of the shares.

We conducted our audit in accordance with\nDutch law, including the Dutch Standards on Auditing and Article 2:328(1) and Article 2:333g(2) of the Dutch Civil Code. Our responsibilities\nunder those standards are further described in the ‘Our responsibilities for the audit of the reasonableness of the proposed share\nexchange ratio and the proposed withdrawal compensation’ section of our report.

We are independent of Sono Group N.V. and\nSono Group S.à r.l. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO,\nCode of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in\nthe Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics\nfor Professional Accountants).

E-1-1

We believe that the audit evidence we have\nobtained is sufficient and appropriate to provide a basis for our adverse opinion.

Emphasis on the method(s)\nused

Referring to the notes to the proposal\nfor legal merger on the method(s) used in the proposal for legal merger we point out that determining the proposed share exchange ratio,\non the basis of methods generally accepted in the Netherlands, is a subjective matter by nature. Therefore, our opinion on the reasonableness\nof the proposed share exchange ratio does not rule out that, on the basis of other methods generally accepted in the Netherlands, another\nshare exchange ratio than proposed might be reasonable. Our opinion is not modified in respect of this matter.

Restriction on use

This auditor’s report is solely issued in connection with the\naforementioned legal merger and to comply with Article 2:328(1) and Article 2:333g(2) of the Dutch Civil Code and therefore cannot be\nused for other purposes.

Other information

Other information has been added to the proposed share exchange ratio,\nthe proposed withdrawal compensation and our auditor’s report thereon.

Based on the following procedures performed, we have nothing to report\non the other information.

We have read the other information. Based\non our knowledge and understanding obtained through our audit or otherwise, we have considered whether the other information contains\nmaterial misstatements.

By performing these procedures, we comply\nwith the requirements of the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those\nperformed in our audit of the proposed share exchange ratio and the proposed withdrawal compensation.

Managements are responsible for the preparation\nof the other information, in accordance with Sections 1, 2, 3 and 3A of Part 7 of Book 2 of the Dutch Civil Code.

Responsibilities of managements\nfor the proposed share exchange ratio and the proposed withdrawal compensation

Managements are responsible for the determination\nof the proposed share exchange ratio and the proposed withdrawal compensation applying (a) method(s) generally accepted in the Netherlands\nas described in the proposal for merger and for the compliance with the requirements of Sections 1, 2, 3 and 3A of Part 7 of Book 2 of\nthe Dutch Civil Code. Furthermore, management of each of the aforementioned companies is responsible for such internal control as management\ndetermines is necessary to enable the determination of the proposed share exchange ratio and the proposed withdrawal compensation that\nis free from material misstatement, whether due to fraud or error.

Our responsibilities\nfor the audit of the reasonableness of the proposed share exchange ratio and the proposed withdrawal compensation

Our responsibility is to plan and perform\nthe audit engagement in a manner that allows us to obtain sufficient appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level\nof assurance, which means we may not detect all material misstatements, whether due to fraud or error, during our audit.

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Misstatements can arise from fraud or error\nand are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions\nof users taken on the basis of the proposed share exchange ratio and the proposed withdrawal compensation. The materiality affects the\nnature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement\nand have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, Article 2:328(1) and\nArticle 2:333g(2) of the Dutch Civil Code, ethical requirements and independence requirements. Our audit included among others:

identifying\n and assessing the risks of material misstatement of the reasonableness of the proposed share\n exchange ratio and the withdrawal compensation, whether due to fraud or error, designing\n and performing audit procedures responsive to those risks, and obtaining audit evidence that\n is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting\n a material misstatement resulting from fraud is higher than for one resulting from error,\n as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the\n override of internal control;

obtaining\n an understanding of internal control relevant to the audit in order to design audit procedures\n that are appropriate in the circumstances, but not for the purpose of expressing an opinion\n on the effectiveness of the companies’ internal control; and

evaluating\n the appropriateness of the method(s) used and the reasonableness of accounting estimates\n and related disclosures made by managements.

We communicate with those charged with governance\nregarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings\nin internal control that we identify during our audit.

Rotterdam, 7 October 2026

Visser & Visser Audit en Assurance B.V.

/s/ J.L. van Beveren MSc RA

J.L. van Beveren MSc RA

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ANNEX E-2

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ASSURANCE REPORT OF THE INDEPENDENT AUDITOR pursuant to Article\n2:328(2) and Article 2:333g(3) of the Dutch Civil Code

To: the managements and shareholders of the companies mentioned below

Our opinion

We have examined the statements with respect to the share exchange ratio and the\nwithdrawal compensation

(‘statements’) of the managements of the following companies:

Sono Group N.V. based in Amsterdam, the Netherlands, and offices at Waldmeisterstrasse\n 93, 80935 Munich,

Germany (‘the disappearing company’), and

Sono Group S.à r.l. based in Luxembourg, Grand Duchy of Luxembourg\n (‘the acquiring company’).

In our opinion, the statements with respect to the share\nexchange ratio and the withdrawal compensation, included in the notes to the accompanying proposal for legal merger dated 10 September\n2026, in all material respects, meet the requirements of Article 2:327 and Article 2:333f(2) of the Dutch Civil Code.

Basis for our opinion

We performed our examination in accordance with Dutch law,\nincluding the Dutch standard 3000A, 'Assurance- opdrachten anders dan het controleren of beoordelen van historische financiële informatie\n(attest-opdrachten)‘ (Assurance engagements other than audits or reviews of historical financial information (attestation engagements))\nand Article 2:328(2) and Article 2:333g(3) of the Dutch Civil Code. This engagement is aimed to obtain reasonable assurance. Our responsibilities\nin this regard are further described in the ‘Our responsibilities for the examination of the statements’ section of our report.

We are independent of Sono Group N.V. and Sono Group S.à\nr.l. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for\nProfessional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands.\nFurthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional\nAccountants).

We believe that the assurance evidence we have obtained\nis sufficient and appropriate to provide a basis for our opinion.

Restriction on use and distribution

Our assurance report is exclusively intended for the managements\nof the above mentioned companies and the persons as referred to in Article 2:314(2) of the Dutch Civil Code. It is solely issued in connection\nwith the aforementioned legal merger and to comply with Article 2:328(2) and Article 2:333g(3) of the Dutch Civil Code and therefore\ncannot be used for other purposes.

Responsibilities of managements for the statements

The companies’ managements are responsible for the preparation of the statements\nin accordance with Article

2:327 and Article 2:333f(2) of the Dutch Civil Code.

Furthermore, management of each of the aforementioned companies\nis responsible for such internal control as management determines is necessary to enable the preparation of the statements that are free\nfrom material misstatement, whether due to fraud or error.

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Our responsibilities for the examination\nof the statements

Our responsibility is to plan and perform the examination\nin a manner that allows us to obtain sufficient appropriate assurance evidence for our opinion.

Our examination has been performed with a high, but not\nabsolute, level of assurance, which means we may not detect all material misstatements, whether due to fraud or error, during our examination.

We apply the ‘Nadere voorschriften kwaliteitsmanagement’\n(NVKM, regulations for quality management systems) and accordingly maintain a comprehensive system of quality management including documented\npolicies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Our examination included among others:

identifying\n and assessing the risks of material misstatement of the statements, whether due to fraud\n or error, designing and performing assurance procedures responsive to those risks, and obtaining\n assurance evidence that is sufficient and appropriate to provide a basis for our opinion.\n The risk of not detecting a material misstatement resulting from fraud is higher than for\n one resulting from error, as fraud may involve collusion, forgery, intentional omissions,\n misrepresentations, or the override of internal control;

obtaining\n an understanding of internal control relevant to the examination in order to design assurance\n procedures that are appropriate in the circumstances, but not for the purpose of expressing\n an opinion on the effectiveness of the company’s (companies’) internal control.

Rotterdam, 11 September 2026

Visser & Visser Audit en Assurance B.V.

$\"\"$

J.L. van Beveren MSc RA

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Indemnification of Directors and Officers Under\nDutch Law

Sono N.V. has entered into indemnification agreements\nwith the members of the Supervisory Board and the Management Board. Such members, including former members, will have the benefit of the\nfollowing indemnification provisions in the Existing Articles:

Current and former members of the Supervisory\nBoard and the Management Board shall be reimbursed for all expenses (including reasonably incurred and substantiated attorneys’\nfees), financial effects of judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection\nwith such action, suit or proceeding, provided he or she acted in good faith and in a manner he or she reasonably believed to be in or\nnot opposed to our best interests or out of his mandate, and, with respect to any criminal action or proceeding, had no reasonable cause\nto believe his or her conduct was unlawful. Any indemnification shall be made only (unless ordered by a court) upon a determination that\nindemnification of a director or former director is proper under the circumstances because he or she had met the applicable standard of\nconduct set.

Expenses that a director or former director has\nincurred in defending a civil or criminal action, suit or proceeding may be paid by the registrant in advance of the final disposition\nof such action, suit or proceeding, upon a resolution of the board of directors with respect to the specific case upon receipt of an undertaking\nby or on behalf of the director to repay such amount, unless it is ultimately determined that such director is entitled to be indemnified\nby us.

A director or former director of the registrant\nshall not be entitled to any indemnification, if and to the extent:

Dutch law would not permit such indemnification;

a Dutch court, a judicial tribunal or, in case of an arbitration, an arbitrator has established by final\njudgment that is not open to challenge or appeal, that the acts or omissions of the director can be considered intentional, fraudulent,\ngrossly negligent, willfully reckless, seriously culpable, or willful misconduct on the part of the director, unless this would in the\ngiven circumstances be unacceptable according to the standards of reasonableness and fairness;

the costs or the decrease in assets of the director are covered by an insurance and the insurer started\npayment of the costs or the decrease in assets; or

the registrant brought up the procedure in question before a court.

Indemnification of Directors and Officers Under\nDelaware Law

Section 145 of the DGCL provides, generally, that\na corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,\npending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or\nin the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation\nagainst all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with\nsuch action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed\nto the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his\nor her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person\nin connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted\nin good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in\nthe case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court\nshall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case,\nsuch person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

In accordance with Section 102(b)(7) of the DGCL,\nthe Proposed Charter will provide that a director will not be personally liable to Sono Delaware’s stockholders for monetary damages\nfor breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to Sono\nDelaware or Sono Delaware’s stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or\na knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper\npersonal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the\ndate when such provision became effective. Accordingly, these provisions will have no effect on the availability of equitable remedies\nsuch as an injunction or rescission based on a director’s breach of his or her duty of care.

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The Proposed Charter will provide that Sono Delaware\nwill indemnify its present and former directors and officers to the maximum extent permitted by the DGCL and that such indemnification\nwill not be exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw provision, agreement,\nvote of stockholders or disinterested directors or otherwise.

As of the Redomiciliation Effective Time, Sono\nDelaware will have entered into indemnification agreements, substantially in the form attached Exhibit 10.58 to this Registration Statement,\nwith each of the directors and executive officers of Sono Delaware. The form agreement requires Sono Delaware to indemnify each current\ndirector and officer to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service\nto Sono Delaware, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Sono\nDelaware also intends to enter into indemnification agreements with future directors and executive officers.

Item 21. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed herewith\nor incorporated herein by reference:

Exhibit Index

Exhibit No.		Description
2.1*		Cross-Border Merger Proposal, dated as of October 5, 2026, by and between Sono Group N.V. and\nSono Group S.à r.l. (transformed into a public limited company under the corporate name of Sono Group S.A. prior to engaging\nin the Merger at the Merger Effective Time) (attached as Annex A to the proxy statement/prospectus included in this Registration Statement)

3.1		Articles of Association of Sono Group N.V., as amended effective September 9, 2025 (Dutch and English translations) (incorporated herein by reference to Exhibit 3.1 of Sono N.V.’s Quarterly Report on Form 10-Q filed with the SEC on November 20, 2025)

3.2		Form of internal rules of the Management Board of Sono Group N.V. (incorporated herein by reference to Exhibit 3.2 of Sono N.V.’s Registration Statement of Foreign Private Issuer on Form F-1 filed with the SEC on November 8, 2021)

3.3		Form of internal rules of the Supervisory Board of Sono Group N.V. (incorporated herein by reference to Exhibit 3.3 of Sono N.V.’s Registration Statement of Foreign Private Issuer on Form F-1 filed with the SEC on November 8, 2021)

3.4		Form of Certificate of Incorporation of Sono Group, Inc. (attached as Annex C to the proxy statement/prospectus included in this Registration Statement)

3.5		Form of Bylaws of Sono Group, Inc. (attached as Annex D to the proxy statement/prospectus included in this Registration Statement)

3.6		Form of Certificate of Corporate Domestication of Sono Group S.à r.l. (transformed into\na public limited company under the corporate name of Sono Group S.A. prior to engaging in the Merger at the Merger Effective Time)

4.1		Description of the rights of each class of Sono N.V. securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 of Sono N.V.’s Annual Report on Form 10-K filed with the SEC on April 17, 2025)

4.2		Pre-Funded Warrant, dated March 10, 2026, issued by Sono N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026)

5.1		Opinion of DLA Piper LLP (US) as to the validity of the securities being registered pursuant to the Registration Statement

8.1		Opinion of DLA Piper LLP (US) as to certain U.S. federal income tax matters

10.1		Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Sono N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on November 8, 2021)

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10.2#		Form of Long-Term Incentive Plan of Sono Group N.V. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC October 22, 2021)

10.3#		Conversion Stock Option Program 2020 (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021)

10.4#		Form of Indemnification Agreement between Sono Group N.V. and members of the Management Board (incorporated herein by reference to Exhibit 10.3 of Sono N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021)

10.5#		Form of Indemnification Agreement between Sono Group N.V. and members of the Supervisory Board (incorporated herein by reference to Exhibit 10.4 of Sono N.V.’s Registration Statement on Form F-1 (File No. 333-260432) filed with the SEC on October 22, 2021)

10.6		Registration Rights Agreement by and between Sono Group N.V. and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 4.1 of Sono N.V.’s Registration Statement on Form F-3 (File No. 333-268709 filed with the SEC on December 8, 2022)

10.7		Securities Purchase Agreement by and between Sono Group N.V. and YA II PN, Ltd., dated December 7, 2022 (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Registration Statement on Form F-3 (File No. 333-268709) filed with the SEC on December 8, 2022)

10.8		Form of Convertible Debenture issued to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Registration Statement on Form F-3 (File No. 333-268709) filed with the SEC on December 8, 2022)

10.9†		Restructuring Agreement between Sono Group N.V. and YA II PN, Ltd, dated 17 November 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.8 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

10.10		Amendment No. 1, dated February 2, 2024, to the Restructuring Agreement by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.9 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

10.11		Amendment No. 2, dated February 5, 2024, to the Restructuring Agreement by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.10 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

10.12†		Continuation Agreement between Sono Group N.V. and Sono Motors GmbH, dated November 20, 2023 (incorporated herein by reference to Exhibit 4.9 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

10.13†		Funding Commitment Letter issued by YA II PN, Ltd. and agreed to and acknowledged by Sono Group N.V., dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.10 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

10.14		Amendment No. 1, dated February 2, 2024, to the Funding Commitment Letter dated November 17, 2023 issued by YA II PN, Ltd. to Sono Group N.V. (incorporated herein by reference to Exhibit 4.13 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

10.15†		Amendment No. 2, dated April 30, 2024, to the Funding Commitment Letter dated November 17, 2023 issued by YA II PN, Ltd. to Sono Group N.V. (incorporated herein by reference to Exhibit 4.14 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

10.16		Shareholders Commitment Letter issued by Laurin Hahn and Jona Christians and agreed to and acknowledged by Sono Group N.V. and Sono Motors GmbH, dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.11 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

10.17		Settlement Agreement between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.12 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

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10.18		Back-to-Back Letter of Comfort between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.13 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

10.19†		Amendment No. 1, dated May 8, 2024, to the Back-to-Back Letter of Comfort between Sono Group N.V. and Sono Motors GmbH (incorporated herein by reference to Exhibit 4.18 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

10.20		Prolongation Agreement between YA II PN, Ltd. and Sono Group N.V., dated November 17, 2023 and effective as of November 20, 2023 (incorporated herein by reference to Exhibit 4.14 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

10.21		Form of Convertible Debenture issued to YA II PN, Ltd.(incorporated herein by reference to Schedule 3 to Exhibit 4.10 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2022)

10.22		Sale and Transfer Agreement, dated February 1, 2024, by and among Laurin Hahn, Bambino 255. V V UG, SVSE LLC and Sono Group N.V.(1) (incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed by Laurin Hahn with the SEC on March 25, 2024)

10.23		Sale and Transfer Agreement, dated February 1, 2024, by and among Jona Christians, Bambino 255. V V UG, SVSE LLC and Sono Group N.V.(1) (incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed by Jona Christians with the SEC on March 25, 2024)

10.24		Guaranty Agreement, dated June 20, 2024, between SVSE LLC and Sono Motors GmbH, with and for the benefit of YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.23 of Sono N.V.’s Annual Report on Form 20-F for the year ended December 31, 2023)

10.25		Securities Purchase Agreement, dated December 30, 2024, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

10.26		Form of Secured Convertible Debenture (incorporated herein by reference to Exhibit 4.1 of Sono N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

10.27		Exchange Agreement, dated December 30, 2024, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

10.28		Form of Call Option Agreement, by and between SVSE LLC and YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.2 of Sono N.V.’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2024)

10.29		Secured Convertible Debenture, dated February 12, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on February 13, 2025)

10.30		First Omnibus Amendment to Transaction Documents, dated February 12, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on February 13, 2025)

10.31		Second Omnibus Amendment to Transaction Documents, dated March 7, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on March 7, 2025)

10.32		Secured Convertible Debenture, dated March 25, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on March 26, 2025)

10.33		Third Omnibus Amendment to Transaction Documents, dated March 25, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on March 26, 2025)

10.34		Secured Convertible Debenture, dated April 24, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on April 25, 2025)

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10.35		Fourth Omnibus Amendment to Transaction Documents, dated April 24, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on April 25, 2025)

10.36		Fifth Omnibus Amendment to Transaction Documents, dated May 26, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on May 27, 2025)

10.37		Secured Convertible Debenture, dated May 27, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on May 27, 2025)

10.38		Sixth Omnibus Amendment to Transaction Documents, dated July 6, 2025 and effective as of June 30, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on July 8, 2025)

10.39		Seventh Omnibus Amendment to Transaction Documents, dated August 6, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025)

10.40		Eighth Omnibus Amendment to Transaction Documents, dated August 6, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025)

10.41		Secured Convertible Debenture, dated August 6, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.3 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on August 7, 2025)

10.42		Secured Convertible Debenture, dated August 15, 2025, issued by Sono Group N.V. to YA II PN, Ltd. (incorporated herein by reference to Exhibit 4.6 of Sono N.V.’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025)

10.43		Ninth Omnibus Amendment to Transaction Documents, dated August 15, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.9 of Sono N.V.’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025)

10.44		Tenth Omnibus Amendment to Transaction Documents, dated September 5, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on September 5, 2025)

10.45		Secured Convertible Debenture, dated September 5, 2025, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono N.V.’s Current Report on Form 8-K filed with the SEC on September 5, 2025)

10.46		Convertible Debenture, dated January 26, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on January 29, 2026)

10.47		Convertible Debenture, dated February 19, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on February 24, 2026)

10.48		Pre-Funded Warrant Securities Purchase Agreement, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026)

10.49		Registration Rights Agreement, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026)

10.50		Convertible Debenture, dated March 10, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 10, 2026)

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10.51		International Swaps and Derivatives Association, Inc. 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026)

10.52		International Swaps and Derivatives Association, Inc. Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.2 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026)

10.53		International Swaps and Derivatives Association, Inc. Credit Support Annex to the Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. (incorporated by reference to Exhibit 10.3 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on March 16, 2026)

10.54#		Consulting Agreement, dated September 9, 2025, by and between Sono Group N.V., McGurn Advisors LLC and Kevin McGurn (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on September 9, 2025)

10.55		Share Purchase and Transfer Agreement dated May 4, 2026 (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s amended Current Report on Form 8-K/A filed with the SEC on May 8, 2026)

10.56		Convertible Debenture, dated April 28, 2026, by and between Sono Group N.V. and YA II PN, Ltd. (incorporated herein by reference to Exhibit 10.11 of Sono Group N.V.’s Quarterly Report on Form 10-Q filed with the SEC on May 19, 2026)

10.57		Share Purchase Agreement, dated August 31, 2026, between Sono Group N.V. and the Purchasers named therein (incorporated herein by reference to Exhibit 10.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 31, 2026)

10.58#		Form of Indemnification Agreement of Sono Group, Inc.

21.1		List of Significant Subsidiaries

23.1		Consent of DLA Piper LLP (US) (included in Exhibits \n 5.1 and 8.1)

23.2*		Consent of Grassi & Co., CPAs, P.C.

23.3*		Consent of Visser & Visser Audit en Assurance B.V.

24.1		Power of Attorney (included on signature page to the initial filing of this Registration Statement)

99.1		Audit Committee Charter of Sono Group, Inc.

99.2		Compensation Committee Charter of Sono Group, Inc.

99.3		Nomination and Corporate Governance Committee Charter of Sono Group, Inc.

99.4		Notification to Shareholders of Cross-Border Merger Proposal

99.5		Explanatory Notes to the Cross-Border Merger Proposal

99.6		Press Release, dated August 31, 2026, relating to the Sports One transaction (incorporated herein by reference to Exhibit 99.1 of Sono Group N.V.’s Current Report on Form 8-K filed with the SEC on August 31, 2026)

99.7*		Form of Sono Group N.V. Proxy Card

107*		Filing Fee Table

*	Filed herewith.
†	Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the registrant treats as private or confidential. The registrant agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.
#	Indicates a management contract or compensatory plan or arrangement.

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Item 22. Undertakings.

The undersigned registrant hereby undertakes:

A.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

B.	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

D.	That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

E.	That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

F.	That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

G.	That every prospectus (i) that is filed pursuant to paragraph (F) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

H.	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

I.	To respond to requests for information that is incorporated by reference into the proxy statement/prospectus pursuant to Item 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

J.	To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly\ncaused this Amendment No. 3 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized,\nin the City of Westfield, State of New Jersey, on the 8th day of October, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Sono Group S.à r.l.
	By:	/s/ Kevin McGurn
	Name:	Kevin McGurn
	Title:	Sole Manager

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Sono Group N.V.
	By:	/s/ Kevin McGurn
	Name:	Kevin McGurn
	Title:	Chief Executive Officer and Managing Director

Pursuant to the requirements of the\nSecurities Act of 1933, this Amendment No. 3 to the Registration Statement on Form S-4 has been signed by the following persons in\nthe capacities and on the dates indicated.

Signature	Title	Date

/s/ Kevin McGurn	Chief Executive Officer and Managing Director	October 8, 2026
Kevin McGurn	(Principal Executive Officer)

*	Chief Financial Officer	October 8, 2026
M. Scott Calhoun	(Principal Financial and Accounting Officer)

*	Chairperson of the Supervisory Board	October 8, 2026
David Dodge

*	Member of the Supervisory Board	October 8, 2026
Christopher Schreiber

*	Member of the Supervisory Board	October 8, 2026
Owen May

\n \n \n \n \n \n \n

*By:

/s/ Kevin McGurn

Kevin McGurn

Attorney-in-Fact

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