Sono Group N.V PRE 14A, filed Jul 11, 2025

Sono Group N.V. (SSM)

PRE 14A 2025-07-11 For: 2025-08-13

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Added on October 26, 2026

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Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:
☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12


SONO GROUP N.V.
(Name of Registrant as Specified in Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

I.		Opening and Announcements

II.		Discussion of the Company’s Annual Report on Form 10-K for the financial year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the “*SEC”) on April 17, 2025 (the “Annual Report on Form 10-K”) (for discussion only*)

III.		Appropriation of the financial result for the financial year ended December 31, 2024, as set forth in the Annual Report on Form 10-K (for discussion only).

IV.		Release from liability of the members of our management board (the “*Management Board”) and our supervisory board (the “Supervisory Board”) in connection with the exercise of their duties in 2024 (Voting Proposal No. 1*)

V.		Appointment of Grassi & Co., CPAs, P.C. (“*Grassi & Co.”) as our independent registered public accounting firm for the financial year ending December 31, 2025 (Voting Proposal No. 2*)

VI.		Authorisation of the Supervisory Board to issue additional Ordinary Shares, par value €0.02 per share, of the Company (“*Ordinary Shares”) and additional High Voting Shares, par value €0.50 per share, of the Company (“High Voting Shares” and together with the Ordinary Shares, “Shares”) and/or grant rights to subscribe for such additional Ordinary Shares and such additional High Voting Shares (Voting Proposal No. 3*)

VII.		Authorisation of the Supervisory Board to exclude or limit pre-emption rights upon any issuance of additional Ordinary Shares or additional High Voting Shares and/or any grant of rights to subscribe for such additional Ordinary Shares or such additional High Voting Shares (Voting Proposal No. 4)

VIII.		Authorisation of the Management Board to acquire Ordinary Shares, High Voting Shares and preferred shares, nominal value €300 per share (“*Preferred Shares”), in the issued share capital of the Company (Voting Proposal No. 5*)

IX.		Approval of the cancellation of all or a portion of the Ordinary Shares, High Voting Shares and Preferred Shares in the issued share capital of the Company, held by the Company in treasury (“*Treasury Shares”) (Voting Proposal No. 6*)

X.		Approval of an amendment to our Articles of Association to remove certain equity and voting restrictions and authorisation to implement such amendment (Voting Proposal No. 7)

XI.		Any other business that may properly come before the meeting or any adjournment of the meeting

XII.		Closing

	Page
Proxy Statement for the 2025 Annual General Meeting of Shareholders	1
Questions and Answers about the 2025 Annual Meeting and Proxy Materials	1
Agenda Item IV - Voting Proposal No. 1 – Release from Liability of the Members of Our Management Board and Supervisory Board	6
Agenda Item V - Voting Proposal No. 2 - Appointment of Grassi & Co. as Independent Registered Public Accounting Firm for Financial Year 2025	7
Agenda Item VI - Voting Proposal No. 3 - Authorisation of the Supervisory Board to Issue Shares and/or Grant Rights to Subscribe for Shares	9
Agenda Item VII - Voting Proposal No. 4 - Authorisation of the Supervisory Board to Exclude or Limit Pre-Emption Rights	11
Agenda Item VIII - Voting Proposal No. 5 - Authorisation of the Management Board to Acquire Shares in the Issued Share Capital of the Company	12
Agenda Item IX - Voting Proposal No. 6 - Approval of Cancellation of Shares in the Issued Share Capital of the Company	13
Agenda Item X - Voting Proposal No. 7 - Approval of Amendment to Articles of Association to Remove Certain Equity and Voting Restrictions	14
Security Ownership of Certain Beneficial Owners and Management	15
Shareholders Sharing the Same Last Name and Address	17
Shareholder Proposals and Nominations to be Presented at 2026 Annual General Meeting	17
General Matters	18
Annex A: Amendment to Articles of Association	A-1

(1)	Voting Proposal No. 1: “FOR” release from liability of the members of the Management Board and Supervisory Board.
(2)	Voting Proposal No. 2: “FOR” appointment of Grassi & Co. as independent registered public accounting firm of the Company for the financial year 2025.
(3)	Voting Proposal No. 3: “FOR” authorisation of the Supervisory Board to issue additional Ordinary Shares and additional High Voting Shares and/or grant rights to subscribe for such additional Ordinary Shares and such additional High Voting Shares.
(4)	Voting Proposal No. 4: “FOR” authorisation of the Supervisory Board to exclude or limit pre-emption rights upon any issuance of additional Ordinary Shares or additional High Voting Shares and/or any grant of rights to subscribe for such additional Ordinary Shares or such additional High Voting Shares.
(5)	Voting Proposal No. 5: “FOR” authorisation of the Management Board to acquire Ordinary Shares, High Voting Shares and Preferred Shares in the issued share capital of the Company.
(6)	Voting Proposal No. 6: “FOR” approval of the cancellation of all or a portion of the Treasury Shares.
(7)	Voting Proposal No. 7: “FOR” approval of an amendment to our articles of association (the “*Articles of Association*”) to remove certain equity and voting restrictions.

	2024		2023
	($ in millions)
Audit Fees(1)	$	0.5	$	0.8
Audit Related Fees(2)		—		—
Tax Fees(3)		—		—
All Other Fees(4)		—		—
Total	$	0.5	$	0.8

(1)	“Audit Fees” include fees associated with the annual audit, consultations on various accounting issues, performance of local statutory audits and comfort letters and review of offering documents filed with the SEC.
(2)	“Audit Related Fees” include fees for professional services rendered by the principal accountant and not included under the prior category. These services include, among others, fees relating to the issuance of limited assurance and other review reports in connection with our offering of securities.
(3)	“Tax Fees” include fees for professional services rendered by the principal accountant for tax compliance, advice and planning.
(4)	“All Other Fees” include fees for products and services provided by the principal accountant, other than Audit Fees and Audit-Related Fees.

	Ordinary Shares					High Voting Shares					Combined Voting
Name of Beneficial Owner	Number		Percent			Number		Percent			Power
5% or Greater Shareholders
SVSE LLC ⁽¹⁾		230,751		16.4	%		40,000		100	%		51.1	%
Bambino 255. V V UG ⁽²⁾		177,417		12.6	%		—		—			7.4	%

Directors and Named Executive Officers
David Dodge ⁽³⁾		—		—			—		—			—
Christopher Schreiber ⁽³⁾		—		—			—		—			—
Owen May ⁽³⁾		—		—			—		—			—
George O’Leary ⁽¹⁾		230,751		16.4	%		40,000		100	%		51.1	%
Martin Scott Calhoun ⁽⁴⁾		—		—			—		—			—
All Directors and Named Executive Officers as a group (5 persons) ⁽⁵⁾		230,751		16.4	%		40,000		100	%		51.1	%

(1)	George O’Leary was appointed as our Managing Director and Chief Executive Officer at the extraordinary general meeting of the Company’s shareholders held on January 31, 2024. Mr. O’Leary was also appointed as our Chief Financial Officer at the extraordinary general meeting held on January 31, 2024, a role in which he served until Martin Scott Calhoun was appointed as our Chief Financial Officer on December 30, 2024. Mr. O’Leary is currently the sole member of our Management Board. Mr. O’Leary is the sole member of SVSE LLC (“*SVSE”), which is the holder of record of the Ordinary Shares and High Voting Shares presented in the table above. The securities held by SVSE are subject to a pledge agreement, dated February 5, 2024, by and between SVSE and YA II PN, Ltd (“Yorkville”), pursuant to which the securities would accrue to Yorkville in the event that the Company defaults on certain of its payment obligations to Yorkville. In addition, if Yorkville and SVSE enter into a Call Option Agreement, as is currently intended (subject to Nasdaq’s approval to list the Ordinary Shares on the Nasdaq Capital Market), SVSE would agree to provide Yorkville with a call option (the “Call Option*”) that would enable Yorkville, at its discretion, to purchase all of the Ordinary Shares and 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.

(2)	Based on a Schedule 13D filed with the SEC on June 14, 2024, Bambino 255. V V UG beneficially owns 177,417 of our Ordinary Shares (after giving effect to the reverse share split at a ratio of 1-for-75 effected by the Company on December 23, 2024), and has sole and dispositive power with respect to all of such shares. Bambino 255. V V UG is an entity established to serve as a trustee for the benefit of the creditors of Sono Motors GmbH, a subsidiary of the Company. The address of Bambino 255. V V UG’s principal address is c/o Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Markgrafenstraße 33, 10117 Berlin, Germany.

(3)	Our Supervisory Board is currently composed of three members: David Dodge, who serves as the Chairperson, Christopher Schreiber and Owen May.

(4)	Martin Scott Calhoun has served as our Chief Financial Officer since December 30, 2024.

(5)	Represents the number of shares beneficially owned as of June 30, 2025 by all current directors and named executive officers.

July , 2025	By Order of the Supervisory Board,

	David Dodge Chairperson of the Supervisory Board

	Algemene Vergadering	De algemene vergadering van de Vennootschap.
	Artikel	Een artikel van deze statuten.
	Bestuur	Het bestuur van de Vennootschap.
	Bestuurder	Een lid van het Bestuur.
	Bestuursreglement	Het reglement van het Bestuur, zoals vastgesteld door het Bestuur.
	BW	Het Burgerlijk Wetboek.
	CEO	De chief executive officer van de Vennootschap.
	Commissaris	Een lid van de Raad van Commissarissen.
	Conversie Aandelen	De aandelen met verhoogd stemrecht of de preferente aandelen waarop een verzoek tot omzetting betrekking heeft in de zin van Artikel 7.
	Dochtermaatschappij	Een dochtermaatschappij van de Vennootschap zoals bedoeld in artikel 2:24a BW.
	Gevrijwaarde Functionaris	Een huidige of voormalige Bestuurder of Commissaris of een zodanige andere huidige of voormalige functionaris of werknemer van de Vennootschap of haar Groepsmaatschappijen als aangewezen door het Bestuur.
	Groepsmaatschappij	Een rechtspersoon of vennootschap die organisatorisch verbonden is met de Vennootschap in een economische eenheid zoals bedoeld in artikel 2:24b BW.
	Overdrachtsaandelen	De aandelen met verhoogd stemrecht of de preferente aandelen waarop een verzoek tot goedkeuring voor overdracht betrekking heeft in de zin van Artikel 16.
	Raad van Commissarissen	De raad van commissarissen van de Vennootschap.
	Registratiedatum	De dag van registratie voor een Algemene Vergadering zoals bij wet bepaald.
	RvC Reglement	Het reglement van de Raad van Commissarissen, zoals vastgesteld door de Raad van Commissarissen.
	Soortvergadering	De vergadering gevormd door de Vergadergerechtigden met betrekking tot aandelen van een bepaalde soort.

	Vennootschap	De vennootschap waarop deze statuten betrekking hebben.
	Vergadergerechtigde	Een aandeelhouder, een vruchtgebruiker of pandhouder met stemrecht of een houder van met medewerking van de Vennootschap uitgegeven certificaten van aandelen.
	Vergaderrecht	Met betrekking tot de Vennootschap, de rechten die de wet toekent aan houders van met medewerking van een vennootschap uitgegeven certificaten van aandelen, waaronder begrepen het recht om een Algemene Vergadering bij te wonen en daarin het woord te voeren.
	Verzoekende Aandeelhouder	Een aandeelhouder die heeft verzocht om een goedkeuring van een overdracht van Overdracht Aandelen.
	Volstrekte Meerderheid	Meer dan de helft van de uitgebrachte stemmen.
	Voorzitter	De voorzitter van de Raad van Commissarissen.

	Article	An article of these articles of association.
	CEO	The chief executive officer of the Company.
	Chairperson	The chairperson of the Supervisory Board.
	Class Meeting	The meeting formed by the Persons with Meeting Rights with respect to shares of a certain class.
	Company	The company to which these articles of association pertain.
	Conversion Shares	The high voting shares or the preferred shares to which pertains a request for conversion within the meaning of Article 7.
	DCC	The Dutch Civil Code.
	General Meeting	The Company's general meeting
	Group Company	An entity or partnership which is organisationally connected with the Company in an economic unit within the meaning of Section 2:24b DCC.
	Indemnified Officer	A current or former Managing Director or Supervisory Director or such other current or former officer or employee of the Company or its Group Companies as designated by the Management Board.
	Management Board	The Company's management board.
	Management Board Rules	The internal rules applicable to the Management Board, as drawn up by the Management Board.
	Managing Director	A member of the Management Board.
	Meeting Rights	With respect to the Company, the rights attributed by law to the holders of depository receipts issued for shares with a company's cooperation, including the right to attend and address a General Meeting.
	Person with Meeting Rights	A shareholder, a usufructuary or pledgee with voting rights or a holder of depository receipts for shares issued with the Company's cooperation.

	Record Date	The date of registration for a General Meeting as provided by law.
	Requesting Shareholder	A shareholder who has requested an approval for transfer of Transfer Shares.
	Simple Majority	More than half of the votes cast.
	Subsidiary	A subsidiary of the Company within the meaning of Section 2:24a DCC.
	Supervisory Board	The Company's supervisory board.
	Supervisory Board Rules	The internal rules applicable to the Supervisory Board, as drawn up by the Supervisory Board.
	Supervisory Director	A member of the Supervisory Board.
	Transfer Shares	The high voting shares or the preferred shares to which pertains a request for approval for transfer within the meaning of Article 16.

	a.	a specification of the number of high voting shares or preferred shares to which the request pertains (Conversion Shares);
	b.	representations by the shareholder concerned that:

	i.	the Conversion Shares are not encumbered with any usufruct, pledge or other encumbrance;
	ii.	no depository receipts or other derivative financial instruments have been issued for the Conversion Shares; and
	iii.	the shareholder concerned has full power to dispose over its assets and is authorised to perform the acts described in Article 7.3;
c.	an irrevocable undertaking in favour of the Company by the shareholder concerned:
	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
	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

	d.	an irrevocable and unconditional power of attorney granted by the relevant shareholder to the Company, with full power of substitution and governed by Dutch law, to perform the acts described in Article 7.3 on behalf of such shareholder.
7.3	Upon receipt of a request referred to in Article 7.2:

	b.	in respect of a conversion of Conversion Shares that are high voting shares, 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 ordinary shares into which its high voting 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 ordinary shares.
7.4	Neither the Management Board nor the Company is required to effect a conversion of Conversion Shares:
	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 Management Board reasonably believes that the information included in such request is incorrect or incomplete; or
	b.	to the extent that the Company would not be permitted under mandatory Dutch law to acquire the relevant number of ordinary shares as described in Article 7.3 paragraph b. in connection with such conversion.

		i.	his death;
		ii.	his dismissal by the General Meeting, other than at the proposal of the Supervisory Board; or
		iii.	his voluntary resignation before his term of office has expired;
		iv.	not being reappointed by the General Meeting, notwithstanding a (binding) nomination to that effect by the Supervisory Board, provided that the Supervisory Board may always decide to decrease the number of Managing Directors such that a vacancy no longer exists; or

"Conversion Shares	The high voting shares or the preferred shares to which pertains a request for conversion within the meaning of Article 7.
Requesting Shareholder	A shareholder who has requested an approval for transfer of Transfer Shares.
Transfer Shares	The high voting shares or the preferred shares to which pertains a request for approval for transfer within the meaning of Article 16.