As filed with the U.S. Securities and Exchange Commission on October 8, 2026

Registration No. 333-297478

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

Amendment No. 3

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________________________________________

Sono Group S.à r.l.*

(Exact name of registrant as specified in its charter)

______________________________________________________

Sono Group S.à r.l.

4965 Trinidad Drive

Land O’ Lakes, Florida 34639

Telephone: +1 (352) 502-1191

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________________________________________

Kevin McGurn

Sole Manager

Sono Group S.à r.l.

4965 Trinidad Drive

Land O’ Lakes, Florida 34639

Telephone: +1 (352) 502-1191

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________________________

Copies to:

______________________________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the redomiciliation transaction described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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* Following the effectiveness of this registration statement, and subject to the approval in favor of the Redomiciliation Transaction (as defined below) by both the shareholders of Sono Group N.V., a public company with limited liability (naamloze vennootschap) governed by the laws of the Netherlands (“Sono N.V.”), and Sono N.V., as the sole shareholder of Sono Group S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of Sono N.V. (to be further transformed under the laws of the Grand Duchy of Luxembourg by converting itself into a public limited company (société anonyme) under the corporate name of Sono Group S.A. prior to engaging in the Merger (as defined below) at the effective time of the Merger) (“Sono Luxembourg”), Sono N.V. intends to merge with and into Sono Luxembourg, with Sono N.V. being the disappearing entity and Sono Luxembourg being the surviving entity following such cross-border merger (the “Merger”), with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall cease to exist, and, subject to the effectiveness of the Merger and as soon as practicable thereafter, which is expected to be six hours and two minutes later, Sono Luxembourg will convert under the laws of the State of Delaware from a company governed by Luxembourg law into a corporation organized under the laws of the State of Delaware, and will continue as an entity under the name “Sono Group, Inc.” (the “Conversion,” and such Delaware corporation, “Sono Delaware”), with the effect that Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware will be the same entity, but with a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws of such changed jurisdiction of domiciliation. The Merger, the Conversion, and the other transactions contemplated thereby are collectively referred to in this registration statement as the “Redomiciliation Transaction.”

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER 8, 2026

Sono Group S.à r.l.

4965 Trinidad Drive, Land O’ Lakes, Florida 34639, United States of America

PRELIMINARY PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SONO GROUP N.V.

PROSPECTUS FOR 3,720,162 SHARES OF CLASS A COMMON STOCK,

40,000 SHARES OF CLASS B COMMON STOCK, AND

1,317.5000 SHARES OF SERIES A PREFERRED STOCK OF SONO GROUP, INC.

On July 14, 2026, the management board (the “Management Board”) and the supervisory board (the “Supervisory Board”) of Sono Group N.V., a public company with limited liability (naamloze vennootschap) governed by the laws of the Netherlands (“Sono N.V.”), unanimously approved a proposal to change the legal seat of Sono N.V. from the Netherlands, via Luxembourg, to the State of Delaware. Subject to the approval by both the shareholders of Sono N.V., and Sono N.V., as the sole shareholder of Sono Luxembourg (as defined below), the proposed change of Sono N.V.’s location from the Netherlands, via Luxembourg, to the State of Delaware will become effective as soon as practicable following the Special Meeting (as defined below) and the lapse of certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws, upon the completion of two substantially concurrent transactions as follows: (1) pursuant to the terms of a cross-border merger proposal, dated October 5, 2026 (the “Merger Agreement”), by and between Sono N.V. and Sono Group S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of Sono N.V. (to be further transformed under the laws of the Grand Duchy of Luxembourg by converting itself into a public limited company (société anonyme) under the corporate name of Sono Group S.A. prior to engaging in the Merger at the Merger Effective Time, as defined below) (“Sono Luxembourg”), Sono N.V. will merge with and into Sono Luxembourg, with Sono N.V. being the disappearing entity and Sono Luxembourg being the surviving entity and the registrant with the U.S. Securities and Exchange Commission (“SEC”) following such cross-border merger (the “Merger”), with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by 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 to the effectiveness of the Merger (such time at which the Merger becomes effective, the “Merger Effective Time”) and as soon as practicable thereafter, which is expected to be six hours and two minutes later, Sono Luxembourg will convert under the laws of the State of Delaware from a company governed by Luxembourg law into a corporation organized under the laws of the State of Delaware, and will continue as an entity under the name “Sono Group, Inc.” (the “Conversion,” and such Delaware corporation following the conversion, “Sono Delaware”), pursuant to a Plan of Domestication to be entered into by Sono Luxembourg (the “Plan of Domestication”), with the effect that Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware will be the same entity, but with a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws of such changed jurisdiction of domiciliation. The Merger, the Conversion, and the other transactions contemplated by the Merger Agreement, the Plan of Domestication and any other agreement or instrument executed and delivered in connection therewith, are collectively referred to herein as the “Redomiciliation Transaction.”

Subject to the terms of the Merger Agreement, at the Merger Effective Time, (i) each share of the ordinary shares of Sono N.V. (the “Sono N.V. Ordinary Shares”) issued and outstanding (excluding each share of Sono N.V. Ordinary Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for one share of the Class A ordinary shares, nominal value €0.001 per share, of Sono Luxembourg (the “LuxCo Class A Ordinary Shares”); (ii) each share of the high voting shares of Sono N.V. (the “Sono N.V. High Voting Shares”) issued and outstanding (excluding each share of Sono N.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 held in the treasury and dissenting shares) will be automatically cancelled and exchanged for 25 shares of the Class B ordinary shares, nominal value €0.001 per share, of Sono Luxembourg (the “LuxCo Class B Ordinary Shares” and together with the LuxCo Class A Ordinary Shares, the “LuxCo Ordinary Shares”); and (iii) each share of the preferred shares of Sono N.V. (the “Sono N.V. Preferred Shares”) issued and outstanding (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. Preferred Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for 30,000 shares of the preferred shares, nominal value €0.001 per share, of Sono Luxembourg (the “LuxCo Preferred Shares”). Subject to the completion of the Merger, and as soon as practicable thereafter, which is expected to be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the Plan of Domestication, at which time (a) each issued and outstanding LuxCo Class A Ordinary Share will be automatically converted into one share of the Class A common stock, par value $0.0001 per share, of Sono Delaware (the “Class A Common Stock”); (b) each set of 25 issued and outstanding LuxCo Class B Ordinary Shares will be automatically converted into one share of the Class B common stock, par value $0.0001 per share, of Sono Delaware (the “Class B Common Stock”); and (c) each set of 30,000 issued and outstanding LuxCo Preferred Shares will be automatically converted into one share of the Series A preferred stock, par value $0.0001 per share, of Sono Delaware (the “Series A Preferred Stock”). As further described in the accompanying proxy statement/prospectus, the exchange and conversion (as applicable) of shares at each step of the Redomiciliation Transaction is structured to preserve, and will not dilute, a shareholder’s existing economic and voting interests in Sono N.V.

We intend, subject to the satisfaction or waiver of the conditions to closing of the Redomiciliation Transaction, for the Merger and the Conversion to occur over a single weekend so that trading does not occur during the brief interim period in which shareholders hold shares of Sono Luxembourg, which is expected to 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 Time on a Friday and the Redomiciliation Effective Time of 12:01 a.m. Eastern Standard Time on the immediately following Saturday).

The Sono N.V. Ordinary Shares commenced trading on the Nasdaq Capital Market (the “Nasdaq-CM”) under the ticker symbol “SSM” on September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to submit a notification form to the Nasdaq Stock Market LLC (“Nasdaq”). We expect that the Class A Common Stock will continue to trade under the same symbol on the Nasdaq-CM following the Redomiciliation Transaction.

Only 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, Central European Time on ____, 2026 (the “Record Date,” and such holders, collectively, the “Registered Shareholders”), 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.

We are providing the accompanying proxy statement/prospectus, notice of meeting and proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting of the shareholders of Sono N.V., to be held at ___ p.m. Central European Time, on ____, 2026, at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands (the “Special Meeting”), including following any adjournments or postponements of the Special Meeting. Information about the Special Meeting, the proposed Redomiciliation Transaction and other related business to be presented for a vote by our shareholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend, we urge you to read the proxy statement/prospectus, in its entirety. In particular, when you consider the recommendations regarding these proposals by the Management Board and the Supervisory Board, you should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 31 of the accompanying proxy statement/prospectus.

The Management Board and the Supervisory Board have unanimously determined that the Redomiciliation Transaction is advisable and in the best interests of Sono N.V., our business, our shareholders and other stakeholders, approved the Merger Agreement and the transactions contemplated thereby and the Conversion pursuant to the Plan of Domestication, and recommend that our shareholders vote “FOR” each of the proposals to be presented at the Special Meeting.

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

None of the SEC, any U.S. state securities commission nor any securities regulatory authority in the Netherlands or Luxembourg has approved or disapproved of the Redomiciliation Transaction, the other transactions described in the accompanying proxy statement/prospectus, or any of the securities to be issued in connection with the Redomiciliation Transaction, and has not passed upon the merits or fairness of the Redomiciliation Transaction or related transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus, or determined if the accompanying proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated ____, 2026 and is first being mailed or otherwise delivered to shareholders on or about ____, 2026.

Sono Group N.V.

4965 Trinidad Drive, Land O’ Lakes, Florida 34639, United States of America

Dear Shareholder of Sono Group N.V.:

On July 14, 2026, the management board (the “Management Board”) and the supervisory board (the “Supervisory Board”) of Sono Group N.V., a public company with limited liability (naamloze vennootschap) governed by the laws of the Netherlands (“Sono N.V.”), unanimously approved a proposal to change the legal seat of Sono N.V. from the Netherlands, via Luxembourg, to the State of Delaware. Subject to the approval in favor of the Redomiciliation Transaction, including the Merger pursuant to the Merger Agreement, by both the shareholders of Sono N.V., and Sono N.V., as the sole shareholder of Sono Luxembourg, the proposed change of Sono N.V.’s location from the Netherlands, via Luxembourg, to the State of Delaware will become effective as soon as practicable following the Special Meeting and the lapse of certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws, upon the completion of two substantially concurrent transactions as follows: (1) pursuant to the terms of a cross-border merger proposal, dated October 5, 2026, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A (the “Merger Agreement”), by and between Sono N.V. and Sono Group S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of Sono N.V. (to be further transformed under the laws of the Grand Duchy of Luxembourg by converting itself into a public limited company (société anonyme) under the corporate name of Sono Group S.A. prior to engaging in the Merger at the Merger Effective Time, as defined below) (“Sono Luxembourg”), Sono N.V. will merge with and into Sono Luxembourg, with Sono N.V. being the disappearing entity and Sono Luxembourg being the surviving entity and the registrant with the U.S. Securities and Exchange Commission (“SEC”) following such cross-border merger (the “Merger”), with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by 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 to the effectiveness of the Merger (such time at which the Merger becomes effective, the “Merger Effective Time”) and as soon as practicable thereafter, which is expected to be six hours and two minutes later, Sono Luxembourg will convert under the laws of the State of Delaware from a company governed by Luxembourg law into a corporation organized under the laws of the State of Delaware, and will continue as an entity under the name “Sono Group, Inc.” (the “Conversion,” and such Delaware corporation, “Sono Delaware”), pursuant to a Plan of Domestication to be entered into by Sono Luxembourg, the form of which is attached as Annex B to the accompanying proxy statement/prospectus (the “Plan of Domestication”), with the effect that Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware will be the same entity, but with a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws of such changed jurisdiction of domiciliation. The Merger, the Conversion, and the other transactions contemplated by the Merger Agreement, the Plan of Domestication and any other agreement or instrument executed and delivered in connection therewith, are collectively referred to herein as the “Redomiciliation Transaction.”

Subject to the terms of the Merger Agreement, at the Merger Effective Time, (i) each share of the ordinary shares of Sono N.V. (the “Sono N.V. Ordinary Shares”) issued and outstanding (excluding each share of Sono N.V. Ordinary Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for one share of the Class A ordinary shares, nominal value €0.001 per share, of Sono Luxembourg (the “LuxCo Class A Ordinary Shares”); (ii) each share of the high voting shares of Sono N.V. (the “Sono N.V. High Voting Shares”) issued and outstanding (excluding each share of Sono N.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 held in the treasury and dissenting shares) will be automatically cancelled and exchanged for 25 shares of the Class B ordinary shares, nominal value €0.001 per share, of Sono Luxembourg (the “LuxCo Class B Ordinary Shares” and together with the LuxCo Class A Ordinary Shares, the “LuxCo Ordinary Shares”); and (iii) each share of the preferred shares of Sono N.V. (the “Sono N.V. Preferred Shares”) issued and outstanding (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. Preferred Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for 30,000 shares of the preferred shares, nominal value €0.001 per share, of Sono Luxembourg (the “LuxCo Preferred Shares”).

Subject to the completion of the Merger, and as soon as practicable thereafter, which is expected to be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the Plan of Domestication (such time at which the Conversion becomes effective, the “Redomiciliation Effective Time”), at which time (a) each issued and outstanding LuxCo Class A Ordinary Share will be automatically converted into one share of the Class A common stock, par value $0.0001 per share, of Sono Delaware (the “Class A Common Stock”); (b) each set of 25 issued and outstanding LuxCo Class B Ordinary Shares will be automatically converted into one share of the Class B common stock, par value $0.0001 per share, of Sono Delaware (the “Class B Common Stock” and together with the Class A Common Stock, the “New Common Stock”); and (c) each set of 30,000 issued and outstanding LuxCo Preferred Shares will be automatically converted into one share of the Series A preferred stock, par value $0.0001 per share, of Sono Delaware (the “Series A Preferred Stock”).

The Sono N.V. Ordinary Shares commenced trading on the Nasdaq Capital Market (the “Nasdaq-CM”) under the ticker symbol “SSM” on September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to submit a notification form to the Nasdaq Stock Market LLC (“Nasdaq”). We expect that the Class A Common Stock will continue to trade under the same symbol on the Nasdaq-CM following the Redomiciliation Transaction. There is no assurance, however, that we will be able to satisfy the continued listing requirements of the Nasdaq-CM prior to or following the implementation of the Redomiciliation Transaction.

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

At an extraordinary general meeting of the shareholders of Sono N.V., to be held at ___ p.m. Central European Time, on ____, 2026, at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands (the “Special Meeting”), the Sono N.V. shareholders will vote on a proposal to approve the Redomiciliation Transaction (which we refer to as the “Redomiciliation Proposal”), a proposal to approve the implementation of the Merger in accordance with the terms of the Merger Agreement (which we refer to as the “Merger Proposal”), and a proposal to consider and vote upon a proposal to approve, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance by Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware), in one or more transactions other than a public offering, of Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock) or securities convertible into or exercisable for Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock), including convertible debt securities, which equals 20% or more of the common shares or 20% or more of the voting power outstanding before 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 (which we refer to as the “Nasdaq Share Authorization Proposal”), as described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to carefully read and consider.

The Redomiciliation Transaction will be implemented through a two-step Merger and Conversion structure because, due to requirements under Dutch law, Sono N.V. cannot redomicile directly from 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, as 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 Sono N.V. which will be cancelled without any exchange and dissenting shares) will be automatically cancelled and exchanged for shares of Sono Luxembourg at the applicable exchange ratio described herein, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall cease to exist. In the second step, upon the effectiveness of the Conversion and completion of the Redomiciliation Transaction, which is expected to occur six hours and two minutes after the Merger, all of the issued and outstanding shares of Sono Luxembourg will be automatically converted into shares of Sono Delaware stock at the applicable conversion ratio described herein, with the effect that Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware will be the same entity, but with a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws of such changed jurisdiction of domiciliation. We intend, subject to the satisfaction or waiver of the conditions to closing of the Redomiciliation Transaction, for the Merger and the Conversion to occur over a single weekend so that trading does not occur during the brief interim period in which shareholders hold shares of Sono Luxembourg, which is expected to 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 Time 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 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 articles of association of Sono N.V., as amended (the “Existing Articles”), as set forth below:

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 Delaware General Corporation Law, as may be amended from time to time (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.

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

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

We are providing the accompanying proxy statement/prospectus, notice of meeting and proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Special Meeting, including following any adjournments or postponements of the Special Meeting. Information about the Special Meeting, the proposed Redomiciliation Transaction and the related business to be presented for a vote by our shareholders at the Special Meeting is included in the accompanying proxy statement/prospectus, which we urge you to carefully read in its entirety. In particular, when you consider the recommendations regarding these proposals by the Management Board and the Supervisory Board, you should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 31 of the accompanying proxy statement/prospectus, for a discussion of information that should be considered before voting on each of the matters to be presented at the Special Meeting. The Management Board, with the approval of the Supervisory Board, may delay or abandon the Redomiciliation Transaction at any time prior to implementing the Merger if it determines for any reason that the consummation of such transactions would be inadvisable or not in the interests of our shareholders and other stakeholders.

After careful consideration, the Management Board and the Supervisory Board have unanimously (i) determined that the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal, are advisable, fair to and in the best interests of Sono N.V., our business, our shareholders and other stakeholders, (ii) approved the Merger Agreement and the Plan of Domestication and the transactions contemplated thereby, including the Merger and the Conversion, and (iii) recommend that the shareholders of Sono N.V. vote “FOR” the Redomiciliation Proposal and “FOR” each of the other matters to be presented for a vote at the Special Meeting, including the Merger Proposal and the Nasdaq Share Authorization Proposal, as described in the accompanying proxy statement/prospectus. If the Redomiciliation Proposal and the Merger Proposal are approved by both the shareholders of Sono N.V., and Sono N.V., as the sole shareholder of Sono Luxembourg, and the other conditions to completion of the Redomiciliation Transaction are satisfied, we currently anticipate that the Redomiciliation Transaction will be consummated as soon as practicable following the Special Meeting, subject to certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws.

The approval of the Redomiciliation Proposal and the Nasdaq Share Authorization Proposal will require the affirmative vote (in person or by proxy) of the holders of a simple 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 outstanding at the close of business, Central European Time on ____, 2026 (the “Record Date”), and entitled to vote 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 shares of Sono N.V. are represented. The approval of the Merger Proposal will 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 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 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 shares of Sono N.V. are represented. In addition, the consummation of the Redomiciliation Transaction will require the approval of Sono N.V., as the sole shareholder of Sono Luxembourg, at an extraordinary general meeting of the sole shareholder of Sono Luxembourg held before a Luxembourg civil law notary.

As further described in the accompanying proxy statement/prospectus, 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. Based on the 5,165,700 votes outstanding as 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 33.33% of the combined voting power in the issued and outstanding share capital of Sono N.V., are present or represented by proxy at the Special Meeting. As of October 5, 2026, our largest shareholder, SVSE LLC (“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) and 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 votes. Such shares currently represent approximately 23.83% of the combined voting power in the share capital of Sono N.V., consisting of approximately 6.20% of the issued and outstanding Sono N.V. Ordinary Shares and 100% of the issued and outstanding Sono N.V. High Voting Shares. George O’Leary, who previously served as Sono N.V.’s sole managing director and Chief Executive Officer, is currently the sole member of SVSE and, as a result, has voting control over the shares held of record by SVSE. SVSE has delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that all of the shares held by SVSE will be voted in favor of each of the proposals to be presented at the Special Meeting.

In addition, as of October 5, 2026, YA II PN, Ltd. (“Yorkville”) was entitled to an aggregate 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 Share) 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 agreed 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. Further, as of October 5, 2026, certain of our shareholders who are members of a group affiliated with Sports One were entitled to vote an aggregate of 283,500 Sono N.V. Ordinary Shares, representing approximately 5.49% of the combined voting power in the issued and outstanding share capital of Sono N.V. Accordingly, as of October 5, 2026, SVSE, Yorkville and the shareholders affiliated with Sports One were collectively entitled to cast an aggregate of 1,772,020 votes, representing approximately 34.30% of the combined voting power in the share capital of Sono N.V. In light of the transactions contemplated by the proposed Sports One combination and the Sports One Call Option Agreement, we expect Yorkville and the shareholders affiliated with Sports One to vote their shares in favor of each of the proposals at the Special Meeting, although none of such shareholders has entered into any agreement to do so.

Your vote is very important. Whether or not you plan to attend the Special Meeting and regardless of the number of shares you hold, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Special Meeting. The consummation of the proposed Merger and the consummation of the Conversion are each 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. If the Redomiciliation Proposal is not approved, the Merger Proposal will not be presented for a vote. If we fail to obtain the requisite shareholder approval of either the Redomiciliation Proposal or the Merger Proposal at the Special Meeting (including any adjournment(s) or postponement(s) thereof), we will not satisfy the conditions to closing of the Merger and the proposed Redomiciliation Transaction will not occur.

You may vote your shares over the internet, by telephone or by completing, signing, dating, and mailing the accompanying proxy card in the return envelope no later than 12:00 p.m. Central European Time on ____, 2026. If you are submitting a proxy card by mail, you do not need to affix postage to the enclosed return envelope if you mail it within the United States. Submitting your vote online, by telephone or by proxy card will not affect your right to vote in person if you decide to attend the Special Meeting, provided that you have notified us of your intention to attend the meeting no later than 12:00 p.m. Central European Time on ____, 2026. If your shares are 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, I urge you to promptly cast your vote by your choice of available means.

On behalf of the Supervisory Board, I would like to thank you for your support of Sono N.V. and look forward to the successful completion of the proposed Redomiciliation Transaction.

Sincerely,

None of the SEC, any U.S. state securities commission nor any securities regulatory authority in the Netherlands or Luxembourg has approved or disapproved of the Redomiciliation Transaction, the other transactions described in the accompanying proxy statement/prospectus, or any of the securities to be issued in connection with the Redomiciliation Transaction, and has not passed upon the merits or fairness of the Redomiciliation Transaction or related transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus, or determined if the accompanying proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated ____, 2026 and is first being mailed or otherwise delivered to shareholders on or about ____, 2026.

SONO GROUP N.V.

4965 Trinidad Drive

Land O’ Lakes, Florida 34639

United States of America

NOTICE OF EXTRAORDINARY MEETING of Shareholders

TO BE HELD ON _____, 2026

To the Shareholders of Sono Group N.V.:

Notice is hereby given that an extraordinary general meeting (the “Special Meeting”) of Sono Group N.V., a public company with limited liability (naamloze vennootschap) governed by the laws of the Netherlands, and registered with the Dutch trade register under number 80683568 (“Sono N.V.”), will be held at ___ p.m. Central European Time, on ____, 2026, at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands.

You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. The Management Board has fixed the close of business, Central European Time on ____, 2026 as the record date for the Special Meeting (the “Record Date”) and, therefore, only 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, Central European Time on the Record Date (the “Registered Shareholders”) are entitled to receive this notice and to address and vote at the Special Meeting and any adjournment thereof.

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

The approval of the Redomiciliation Proposal and the Nasdaq Share Authorization Proposal will require the affirmative vote (in person or by proxy) of the holders of a simple 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 outstanding as 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 where at least one third of the issued shares of Sono N.V. are represented. The approval of the Merger Proposal will 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 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 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 shares of Sono N.V. are represented. In addition, the consummation of the Redomiciliation Transaction will require the approval of Sono N.V., as the sole shareholder of Sono Luxembourg, at an extraordinary general meeting of the sole shareholder of Sono Luxembourg held before a Luxembourg civil law notary.

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. If we fail to obtain the requisite shareholder approval of either the Redomiciliation Proposal or the Merger Proposal at the Special Meeting (including any adjournment(s) or postponement(s) thereof), we will not satisfy the conditions to closing of the Merger and the proposed Redomiciliation Transaction will not occur. The proxy statement/prospectus accompanying this notice explains the Merger Agreement, the Plan of Domestication and the transactions contemplated thereby, as well as the proposals to 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. by 12:00 p.m. Central European Time on _____, 2026 of their intention to attend the Special Meeting are entitled to attend the Special Meeting in person. The conditions for attendance at the Special Meeting are as follows:

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting in person, please vote online prior to the Special Meeting. You also may vote by telephone or by submitting the enclosed proxy card by mail prior to the Special Meeting. If you are submitting a proxy card by mail, you do 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 follow the instructions you receive from your broker, bank or other nominee to vote your shares.

If you are a Registered Shareholder and you sign, date and return your proxy card without indicating how you wish to vote on any proposal, your shares will be counted for the purpose of determining whether a quorum is present at the Special Meeting but will not be counted for the purpose of determining the number of votes cast 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 p.m. Central European Time on _______, 2026, or if you are a Beneficial Holder and you fail to instruct your broker, bank or other nominee 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 for the purpose of determining the number of votes cast or whether a quorum is present at the Special Meeting and will have no effect on 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 any proxy that you have previously submitted.

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

By Order of the Supervisory Board,

____, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON _______, 2026: THIS NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND SONO N.V.’S PROXY STATEMENT/PROSPECTUS, 2025 ANNUAL REPORT ON FORM 10-K AND SECOND QUARTER 2026 QUARTERLY REPORT ON FORM 10-Q ARE AVAILABLE ON THE “INVESTOR RELATIONS” SECTION OF SONO N.V.’S WEBSITE LOCATED AT HTTPS://IR.SONOMOTORS.COM/.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Sono Luxembourg and Sono N.V. (File No. 333-297478) (the “Registration Statement”), constitutes a prospectus of Sono Luxembourg under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock to be issued to the shareholders of Sono N.V. if the Redomiciliation Transaction described herein, including the Merger and the Conversion, is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting at which the shareholders of Sono N.V. will be asked to consider and vote upon the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal. This proxy statement/prospectus incorporates important business and 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 at no cost from the SEC’s website at http://www.sec.gov. These documents are also posted on the “Investor Relations” section of our website at https://ir.sonomotors.com/. You may also request copies of these documents, free of charge by contacting us 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, a copy of any document we have filed with the SEC.

If you have questions about the proposals or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Sodali & Co, the proxy solicitor for Sono N.V., by calling +1 (800) 662-5200 (toll-free), or 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 that you request. If you would like to request any documents, please do so by _______, 2026, which is five business days prior to the date of the Special Meeting, in order to receive them before the Special Meeting. See the section entitled “Where You Can Find More 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 reference into this proxy statement/prospectus. No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or 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 or 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 unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Sono N.V. or Sono Luxembourg since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

FREQUENTLY USED TERMS

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

“2025 Annual Report” means the 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” means a transaction, other than a public offering within the meaning of Nasdaq rules and interpretive guidance, involving the sale, issuance or potential issuance by a company of common shares (or securities convertible into or exercisable for common shares), which alone or together with sales by officers, directors or substantial shareholders of such company, equals 20% or more of the common shares or 20% or more of the voting power outstanding before the issuance.

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

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

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

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

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

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

“Equity Compensation Plans” means, 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 Stock Option Program.

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

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

“Second Quarter 2026 Quarterly Report” means 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 14, 2026.

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

“LuxCo Class A Ordinary Shares” means the aggregate number of Class A ordinary shares, nominal value €0.001 per share, of Sono Luxembourg, one share of which will be issued in exchange for each issued and outstanding Sono N.V. Ordinary Share (which will be cancelled) at the Merger Effective Time in accordance with the Merger Agreement, which as of the date of this proxy statement/prospectus is expected to 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 accordance with the LuxCo A&R Articles.

“LuxCo Class B Ordinary Shares” means the aggregate number of Class B ordinary shares, nominal value €0.001 per share, of Sono Luxembourg, 25 shares of which will be issued in exchange for each issued and outstanding Sono N.V. High Voting Share (which will be cancelled) at the Merger Effective Time in 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 LuxCo Class B Ordinary Shares. Each LuxCo Class B Ordinary Share shall be entitled to one vote per share and be convertible into one LuxCo Class A Ordinary Share, provided that only tranches of 25 LuxCo Class B Ordinary Shares can be converted into LuxCo Class A Ordinary Shares and subject to the forfeiture to Sono Luxembourg for no consideration of 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 being that a converting holder of LuxCo Class B Ordinary Shares will receive one LuxCo Class A Ordinary Share for the conversion of each 25 LuxCo Class B Ordinary Shares), in accordance with the LuxCo A&R Articles.

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

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

“LuxCo Board” means the board of directors of Sono Luxembourg.

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

“Management Board” means the 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 N.V. will merge with and into Sono Luxembourg, with Sono N.V. being the disappearing entity and Sono Luxembourg being the surviving entity following such merger, and as consequence of which Sono Luxembourg will acquire the assets and liabilities of Sono N.V. under universal title, while Sono N.V. will cease to exist, in conformity with the Merger Agreement, and Sono Luxembourg will be the SEC registrant following such merger, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by exchanging their shares of 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 Proposal No. 1: The Redomiciliation Proposal.”

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

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

“Merger Proposal” means Voting 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 heading “Voting Proposal No. 2: The Merger Proposal.”

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

“Nasdaq” means the Nasdaq Stock Market LLC.

“Nasdaq-CM” means the Nasdaq Capital Market.

“Nasdaq Share Authorization Proposal” means 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 the heading “Voting Proposal No. 3: The Nasdaq Share Authorization Proposal.”

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

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

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

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

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

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

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

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

“Redomiciliation Effective Time” means, after such time when the Proposed Charter and a certificate of corporate domestication of Sono Luxembourg 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 specified in such certificate of corporate domestication which shall be the Saturday immediately after the Merger Effective Time.

“Redomiciliation Proposal” means 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 the heading “Voting Proposal No. 1: The Redomiciliation Proposal.”

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

“Registered Shareholders” means, collectively, 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, Central European Time on the Record Date.

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

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

“Reverse Share Split” means the 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 Split Ratio”) effected by Sono N.V. on December 23, 2024.

“SEC” means the U.S. Securities and Exchange Commission.

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

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

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

“Sono Delaware Board” means the board of directors of Sono Delaware following the consummation of the Redomiciliation Transaction, which we expect will consist of the 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 à responsabilité limitée) incorporated on October 28, 2025 under the laws of the Grand Duchy of Luxembourg, having its registered office at 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B302122. Sono Luxembourg is a wholly owned subsidiary of Sono N.V. which, as of the date of this proxy statement/prospectus, has been incorporated with a share capital of €12,000 in accordance with Luxembourg law and has had no operations since inception. As a condition to closing of the Merger, Sono Luxembourg will be further transformed under the laws of the Grand Duchy of Luxembourg by converting itself into a public limited company (société anonyme) under the corporate name of Sono Group 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 the 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 Group 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 of the Sono N.V.’s share capital immediately prior to the Merger Effective Time (which amount is estimated as of October 5, 2026 to be €44,738.38) so that the share capital of Sono Luxembourg immediately prior to the Merger is divisible by the same number of Sono N.V. Ordinary Shares then issued and outstanding.

“Sono Motors GmbH” means Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung), registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich, Germany, under HRB 224131, with registered headquarters at Waldmeisterstraße 93, 80935 Munich, Germany.

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

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

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

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

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

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

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

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

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

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

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

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

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

“Yorkville” means YA II PN, Ltd.

“$” means U.S. dollars.

“€” or “EUR” means Euros.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. We intend for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under the headings “Risk Factors” in this proxy statement/prospectus and in our 2025 Annual Report, as updated from time to time in our other filings with the SEC, the occurrence of which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. When used in this proxy statement/prospectus, the words “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “indicate,” “intend,” “is/are likely to,” “forecast,” “may,” “might,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions (including the negative of any of the foregoing) are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. These forward-looking statements include, without limitation, statements about the following matters:

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

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

All forward-looking statements included herein attributable to Sono N.V. or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

QUESTIONS AND ANSWERS

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

QUESTIONS AND ANSWERS ABOUT THE PROPOSED REDOMICILIATION TRANSACTION

QuestionS and Answers about the Special Meeting

RISK FACTORS

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

Irrespective of whether the Redomiciliation Transaction is approved at the Special Meeting, the separate registered direct offering of 283,500 Sono N.V. Ordinary Shares, which occurred concurrently with the 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 strategic path that will result in massive dilution and a total change of control of us if approved by our shareholders under a separate proxy statement/prospectus to be filed with the SEC subject to and following our negotiation of a definitive agreement with Sports One. There is no assurance that the proposed Sports One combination will be completed, which could materially alter the value of your investment regardless of whether the Redomiciliation Transaction is completed.

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

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

Risks Relating to Sono Delaware

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

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

Anti-takeover provisions in the Proposed Organizational Documents could 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 Documents 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. The Proposed Organizational Documents, which will be effective upon completion of the Redomiciliation Transaction, include the following anti-takeover provisions:

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

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

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

The Proposed Charter will provide that, subject to limited exceptions and unless Sono Delaware consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court of Chancery”) will be the sole and exclusive 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 asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, agent or stockholder of Sono Delaware to Sono Delaware or to its stockholders, (c) any action or proceeding arising or asserting a claim arising pursuant to any provision of the DGCL or the Proposed Organizational Documents (as either may be amended from time to time, including with respect to the Proposed Charter by filing a certificate of designation (a “Preferred Stock Designation”) in accordance with the DGCL) or as to which the DGCL confers jurisdiction on the Court of Chancery, (d) any action to interpret, apply, enforce or determine the validity of the Proposed Charter (including any Preferred Stock Designation) or the Proposed Bylaws, or (e) any action asserting a claim governed by the internal affairs doctrine. Furthermore, under the Proposed Charter, subject to limited exceptions and unless Sono Delaware consents in writing to the selection of an alternative forum, with respect to claims that are not internal corporate claims, stockholders, when acting in their capacity as stockholders or in the right of Sono Delaware, shall bring any 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 to the business of Sono Delaware, the conduct of its affairs, or the rights or powers of Sono Delaware or its stockholders, directors or officers.

The forum selection provision in the Proposed Charter does not apply to establish the Court of Chancery of the State of Delaware as the forum for actions or proceedings brought to enforce a duty or liability 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 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and our Proposed Charter will provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While there can be no assurance that federal or state courts will determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

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

In addition, the Proposed Charter will provide that failure to enforce the forum selection provisions of the Proposed Charter would cause Sono Delaware irreparable harm and, accordingly, Sono Delaware shall be 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 in shares of capital stock of Sono Delaware will be deemed to have notice of, and consented to, these forum selection provisions. However, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Additionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Sono Delaware or its directors, officers or other matters pertaining to Sono Delaware’s internal affairs, and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find these provisions of the Proposed Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Sono Delaware may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, or operating results.

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

The Sono N.V. Ordinary Shares commenced trading on the Nasdaq-CM under the ticker symbol “SSM” on September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to 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 following the Redomiciliation Transaction. There is no assurance, however, that we will be able to satisfy the continued listing requirements of the Nasdaq-CM prior to or following the implementation of the Redomiciliation Transaction. There is also no assurance that the trading market 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. Ordinary Shares prior to the Redomiciliation Transaction or that the trading price of the Class A Common Stock following the Redomiciliation Transaction 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 the Class A Common Stock may be volatile. The value of an investment in the Class A Common Stock may decrease or increase abruptly, and such volatility may bear little or no relation to Sono Delaware’s performance. The price of the Class A Common Stock may fall in response to market appraisal of Sono Delaware’s strategy or if its results of operations and/or prospects are below the expectations of market analysts or stockholders. In addition, stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market price of securities, and may, in the future, experience similar fluctuations which may be unrelated to Sono Delaware’s operating performance and prospects, but nevertheless affect the price of the Class A Common Stock. This volatility may affect the ability of holders of the Class A Common Stock to sell these at an advantageous price. Broad market fluctuations, as well as economic 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 be realized.

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

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

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

Furthermore, the Management Board, with approval of the Supervisory Board, has reserved the right to delay or abandon the Redomiciliation Transaction at any time prior to implementing the Merger if it determines for 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 Transaction and incur non-recurring costs related thereto.

Sono N.V. and its management have allocated and will continue to be required to allocate time and resources to effect the completion of the Redomiciliation Transaction and related and incidental activities. There is a risk that the challenges associated with managing these various initiatives as described in this proxy statement/prospectus may have a business impact and that consequently the underlying business will not perform in line with expectations. This could have an adverse effect 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 costs associated with the Redomiciliation Transaction, including legal fees, accountants’ fees, corporate service provider fees, proxy solicitor fees, filing fees, mailing expenses, financial printing expenses and/or taxes. There can be no assurance that the actual costs will not exceed those estimated and the actual completion of the Redomiciliation Transaction may result in additional and unforeseen expenses. The substantial majority of these costs will be incurred regardless of whether the Redomiciliation Transaction is completed and prior to your vote to adopt the Redomiciliation Proposal and the Organizational Documents Proposal at the Special Meeting. While it is expected that benefits of the Redomiciliation Transaction achieved by Sono Delaware will offset these transaction costs over time, this 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 the Redomiciliation Transaction does not happen at all. The Management Board, with approval of the Supervisory Board, may decide to defer or abandon the Redomiciliation Transaction at any time prior to implementing the Merger. In addition, after the Redomiciliation Proposal is adopted by the Registered Shareholders, we will not effect the domestication if one of the conditions to the Redomiciliation Transaction fails to be satisfied. Negative publicity resulting from the Redomiciliation Transaction could adversely affect Sono N.V.’s business and the market price of the Sono N.V. Ordinary Shares prior to the domestication and the Class A Common Stock following the domestication. Domestications that have been undertaken by other companies have in some cases generated significant news coverage, some of which has been negative. Negative publicity generated by the Redomiciliation Transaction could cause certain persons with whom Sono N.V. has a business relationship to be more reluctant to do business with Sono N.V. prior to the Redomiciliation Transaction or Sono Delaware following the Redomiciliation Transaction. Negative publicity could also cause some Sono N.V. Ordinary Shareholders to sell their Sono N.V. Ordinary Shares 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. Ordinary Shares.

If you are a Registered Shareholder and you do not affirmatively vote against the Merger Proposal, you will not have the right to seek appraisal of your Sono N.V. shares by filing a Withdrawal Request, even 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 at the Special Meeting is entitled to submit a Withdrawal Request and thereby exercise the Withdrawal Mechanism under article 2:333h of the Netherlands Company Law. If you abstain from voting, vote “FOR” the Merger Proposal, or are not present or represented at the Special Meeting, you will not have any right to submit a Withdrawal Request, regardless of any other action you may take. This treatment differs materially from the treatment of a stockholder’s appraisal rights under the DGCL, as described under “Comparison of Shareholder Rights Under Dutch Law and Delaware Law—Appraisal Rights.” Registered Shareholders who wish to preserve their ability to submit a Withdrawal Request must affirmatively vote against the Merger Proposal at the Special Meeting, as Registered Shareholders who fail to do so will lose any right to submit a Withdrawal Request that they might otherwise have had, and there will be no opportunity to cure this failure after the Special Meeting.

Withdrawing Shareholders will receive the Cash Compensation for their Sono 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 alternative 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 Rights under Netherlands Company Law,” the Cash Compensation payable to a Withdrawing Shareholder in respect of each Sono N.V. Exit Share will equal the nominal value of such share, rather than an amount based on the market value of the shares or another generally accepted valuation method. Visser, our independent Dutch auditor, has issued an opinion concluding that the Cash Compensation is not reasonable when assessed against the criteria of Article 2:333g(2) of the Dutch Civil Code (see the section entitled “Reports of Dutch Independent Auditor” for additional information). Unlike the DGCL, under which appraisal rights (where available) entitle stockholders to seek a judicial determination of “fair value” for their shares, the Withdrawal Mechanism entitles Withdrawing Shareholders only to this fixed Cash Compensation amount, which is substantially less than the market value of the Sono N.V. Exit Shares. Because the Cash Compensation is limited to nominal value, a Withdrawing Shareholder who wishes to recoup the value of its investment in Sono N.V. would 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 Time rather than filing a Withdrawal Request. However, the market price of the Sono N.V. Ordinary Shares fluctuates based on trading volume, prevailing market conditions, and the number of willing buyers and sellers at any given time, and trading in the Sono N.V. Ordinary Shares has historically been characterized by limited liquidity. As a result, a shareholder seeking to sell its shares may be unable to find a sufficient number of buyers, may be able to sell only a portion of its shares, may receive a price substantially below the prevailing quoted 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 Shareholder 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 acceptable, or at all. 

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

The Redomiciliation Transaction may result in adverse tax consequences for 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,” it is intended that the Redomiciliation Transaction qualify as a reorganization (an “F Reorganization”) within the 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 the Internal Revenue Service (“IRS”) with respect to the qualification of the Redomiciliation Transaction as an F Reorganization. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. If the Redomiciliation Transaction fails to qualify as an F Reorganization, a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations —U.S. Holders”) of Sono N.V. Shares (as defined in “U.S. Federal Income Tax Considerations”) generally would recognize gain or loss with respect to its Sono N.V. Shares in an amount equal to the difference, if any, between the fair market value of the corresponding Sono Delaware Stock (as defined in “U.S. Federal Income Tax Considerations”) received in the Redomiciliation Transaction and the U.S. Holder’s adjusted tax basis in its Sono N.V. Shares surrendered.

Assuming that the Redomiciliation Transaction qualifies as an F Reorganization, subject to the passive foreign investment company (“PFIC”) rules discussed under “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Redomiciliation Transaction to U.S. Holders — PFIC Considerations,” U.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 Voting Shares, or Sono N.V. Preferred Shares, on the date of the Redomiciliation Transaction, have a fair market value of less than $50,000 and who, on the date of the Redomiciliation Transaction, beneficially owns (actually or constructively) less than 10% of the total combined voting power of all classes of Sono N.V. Shares (as defined in the section herein entitled “U.S. Federal Income Tax Considerations”) entitled 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 and 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. A 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 on the date of the Redomiciliation Transaction, beneficially owns (actually or constructively) less than 10% of the total combined voting power 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 will recognize gain (but not loss) in respect of the Redomiciliation Transaction as if such U.S. Holder exchanged its Sono N.V. Ordinary Shares, 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 applicable) in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by Sono N.V. the “all earnings and profits amount” (as defined in the Treasury Regulations under 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 Redomiciliation Transaction, beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of 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 to include in income as a deemed dividend deemed paid by Sono N.V. the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares, or Sono N.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 in earnings and profits on the date of the Redomiciliation Transaction. However, it is possible that, notwithstanding Sono N.V.’s expectations, the amount of Sono N.V.’s cumulative net earnings and profits could be positive through the date of the Redomiciliation Transaction. Therefore, there can be no assurance that Sono N.V. will indeed have a deficit in earnings and profits on the date of the Redomiciliation Transaction.

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

Following the Redomiciliation Transaction, non-U.S. holders of Sono N.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 to 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 — Non-U.S. Holders”) will generally become subject to withholding tax at 30% (unless reduced under any applicable United States income tax treaty) on any distributions or deemed distributions treated as dividends for U.S. federal income tax purposes paid on Sono Delaware Stock after the Redomiciliation Transaction.

SHARE INFORMATION

The Sono N.V. Ordinary Shares commenced trading on the Nasdaq-CM under the ticker symbol “SSM” on September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to 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 following the Redomiciliation Transaction. There is no assurance, however, that we will be able to satisfy the continued listing requirements of the Nasdaq-CM prior to or following the implementation of the Redomiciliation Transaction.

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

The Sono N.V. High Voting Shares (of which 40,000 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 are 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. High Voting Shares or the Sono N.V. Preferred Shares (or, following the completion of the Redomiciliation Transaction, the Class B Common Stock or the Series A Preferred 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 N.V. Ordinary Shares, one of which was Cede & Co., a nominee for the Depository Trust Company, and the Sono N.V. Ordinary Shareholders were entitled to vote an aggregate of _______ Sono N.V. Ordinary Shares, (ii) _______ holders of record of Sono N.V. High Voting Shares 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) _______ holders of record of Sono N.V. Preferred Shares and such Sono N.V. Preferred Shareholders were entitled to vote an aggregate of _______ Sono N.V. Preferred Shares, subject to a contractually agreed voting blocker equal to 4.99% of the combined voting power in the share 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 paying any cash dividends on our shares in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business.

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

COMPARISON OF SHAREHOLDER RIGHTS UNDER

DUTCH LAW AND DELAWARE LAW

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

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

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

EXTRAORDINARY GENERAL MEETING OF SONO N.V. SHAREHOLDERS

General

Sono N.V. is furnishing this proxy statement/prospectus to the shareholders of 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, and at any adjournment or postponement thereof. This proxy statement/prospectus provides the shareholders of Sono N.V. with information they 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, on ____, 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 on the following matters:

Recommendation to Shareholders

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

Registered Shareholders; Record Date

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

Quorum and Vote of Shareholders

Pursuant to Netherlands Company Law, the Redomiciliation Proposal and the Nasdaq Share Authorization Proposal must be effected by the affirmative vote of at least a simple majority of the votes validly cast at the Special Meeting, and the Merger Proposal must be effected by the affirmative vote of at least a two-thirds majority of the votes validly cast 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 to the Existing Articles or Dutch law, must be present or represented by proxy at the Special Meeting. Registered Shareholders of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares, voting together as a single class, are entitled to vote on the Redomiciliation Proposal, the Nasdaq Share Authorization Proposal, and the Merger Proposal if presented for a vote at the Special Meeting.

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.

Registered Shareholders, consisting of the Sono N.V. Ordinary Shareholders, the Sono N.V. High Voting Shareholders and the Sono N.V. Preferred Shareholders that are holders of record as of the Record Date, will be entitled to address, vote or direct votes to be cast at the Special Meeting. Voting on all resolutions at the Special Meeting will be 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 Shares in “street name” that are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you should request from your broker a certificate or confirmation certifying the number of Sono N.V. Ordinary Shares recorded in their account on the Record Date or any other proof of ownership 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 nominee how to vote the shares you beneficially own in accordance with the voting instruction form you receive from your broker, bank or other nominee. If you wish to attend the Special Meeting and vote directly, you must contact your broker, bank or other nominee that appears as the registered shareholder on the Record Date to issue a legal proxy, which allows you as the beneficial owner to vote your shares directly. Beneficial Holders who own their investments through a bank or broker will need to contact their respective bank or broker before the Special Meeting.

Voting Power

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. Based on the 5,165,700 votes outstanding as 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 33.33% of the combined voting power in the issued and outstanding share 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 230,751 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 Shares (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 has delivered an irrevocable proxy 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 Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal at the Special Meeting.

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

Abstentions and Broker Non-Votes

An “abstention” represents a shareholder’s affirmative choice to decline to vote on a proposal. Abstentions are not considered votes cast and will, therefore, not affect the outcome of the vote 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 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. The rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas the proposals to be presented at the Special Meeting are considered non-routine. 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. 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.

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

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

Voting Your Shares

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

Sono N.V. High Voting Shareholders will have 25 votes for each Sono N.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. Preferred Share owned as of the Record Date, subject to a contractually agreed voting blocker equal to 4.99% of the combined voting power in the share capital of Sono N.V. as of the Record Date.

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

If you are a Beneficial Holder, meaning that your Sono N.V. Ordinary Shares are 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, 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 12:00 p.m. Central European Time on _______, 2026), please cast your vote by your choice of available means at your earliest convenience. Even 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 Sono N.V. Preferred Shares

If you are a holder of 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 by signing, dating, and returning the voting form separately provided to you in accordance with the instructions provided therein. Voting your Sono N.V. High Voting Shares or your Sono N.V. Preferred Shares by returning the voting form separately provided to you will supersede your right to vote your Sono N.V. High Voting Shares or your Sono N.V. Preferred Shares in person or via proxyholder if you attend or are represented at the Special Meeting, provided that you return 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 p.m. Central European Time on _______, 2026 of their intention to attend the Special Meeting are entitled to attend the Special Meeting in person. The conditions for attendance at the Special Meeting are as follows:

By attending the Special Meeting, shareholders agree to abide by the agenda and 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, individuals representing such entity who wish to physically attend the Special Meeting and vote at the Special Meeting on behalf of such entity must present evidence of their authority to attend and vote at the Special Meeting by means of a proper document (such as a special power of attorney) issued by the entity represented. A copy of such power of attorney or other proper document should be submitted to Investor Relations at our principal executive offices, located at 4965 Trinidad Drive, Land O’ Lakes, Florida 34639, United States of America, no later than 12:00 p.m. Central European Time on _______, 2026. Such evidence of authority must also be presented at 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 are requested to arrive on time. Check-in at the Special Meeting will begin at ___.m. Central European Time (___.m. New York City time). Please plan to allow ample time for check-in procedures. Cameras, cell phones, recording equipment and other electronic 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, you 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 Shares, 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 vote by doing any one of the following:

If you are a Beneficial Holder of Sono N.V. Ordinary Shares held in street name, 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 Shares and Sono N.V. Preferred Shares represented by a proxy, if timely received, will be voted in accordance with the directions given therein.

If the Special Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original 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 and the Supervisory Board are not aware of any matters to be presented for action at the Special Meeting other than those described in this proxy statement/prospectus and the accompanying notice of extraordinary general meeting of shareholders. However, if any other matters should properly come before the Special Meeting, it is the intention of the persons named in the accompanying proxy card to vote such proxy 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 of the engagement by Sono N.V. in the digital asset treasury strategy as well as the termination and sale of our legacy solar operations, in connection with which Sono N.V. will prepare and file with the SEC a proxy statement on Schedule 14A for an extraordinary general meeting of Sono N.V.’s shareholders. The ratification by our shareholders of the engagement by Sono N.V. in the digital asset treasury strategy and the termination and sale of our legacy solar operations is not covered by this proxy statement/prospectus and will not be presented for a vote of Sono N.V.’s shareholders at the Special Meeting. In addition, any shareholder approval required in connection with the proposed business combination with Sports One 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 or the Special Meeting, as further described elsewhere in this proxy statement/prospectus. As described elsewhere in this proxy statement/prospectus, the Special Meeting is being held solely for the purposes of considering and voting upon the Redomiciliation Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal.

Solicitation of Proxies

The Supervisory Board is soliciting your proxy, and Sono N.V. will bear the cost of this solicitation of proxies. This includes the charges and expenses for preparation, assembly, printing, mailing, and distribution of this proxy statement/prospectus and the related proxy materials. Sodali & Co, a proxy solicitor, has been retained to assist Sono N.V. in the solicitation of proxies for the Special Meeting, and Sono N.V. will pay Sodali & Co $25,000, plus reimbursement for its reasonable out-of-pocket expenses, and indemnify Sodali & Co and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as Sono N.V.’s proxy solicitor. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the internet by Sodali & Co, or, without any additional compensation, by certain of Sono N.V.’s directors, officers and employees.

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

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

Who Can Answer Your Questions About the Special Meeting

If you are a Registered Shareholder and you have questions about the Redomiciliation Transaction, the proposals or this proxy statement/prospectus, you would like additional copies of this proxy statement/prospectus, Sono N.V.’s 2025 Annual Report or you need to obtain proxy cards or other information related to the proxy solicitation, please contact Sodali & Co, the proxy solicitor for Sono N.V., by calling +1 (800) 662-5200 (toll-free), or 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 that you request.

If your shares are held through an account with a broker, dealer, bank or 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 with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

Voting Proposal No. 1: THE REDOMICILIATION PROPOSAL

This summary highlights selected information regarding the proposed Redomiciliation Transaction, including the Merger pursuant to the Merger Agreement and the Conversion pursuant to the Plan of Domestication and related matters, and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, you should read this entire document carefully, including the Merger Agreement, the Plan of Domestication, and the Proposed Charter and the Proposed Bylaws of Sono Delaware, which are attached to this proxy statement/prospectus as Annex A, Annex B, Annex C and Annex D, respectively, and are incorporated by reference into this proxy statement/prospectus. In evaluating the proposals to be presented at the Special Meeting, shareholders should carefully read this entire proxy statement/prospectus, and 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 Transaction whereby Sono N.V.’s legal seat is changed from the Netherlands, via Luxembourg, to the State of Delaware, by implementing two substantially concurrent transactions, as follows: (1) pursuant to the terms of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, Sono N.V. will, as soon as practicable following the lapse of certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws, merge with and into Sono Luxembourg, with Sono N.V. being the disappearing entity and Sono Luxembourg being the surviving entity, as a consequence of which Sono Luxembourg will acquire the assets and liabilities of Sono N.V. under universal title, while Sono N.V. will cease to exist, in conformity with the Merger Agreement, and Sono Luxembourg will be the SEC registrant following the Merger, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by 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 to the effectiveness of the Merger and as soon as practicable thereafter, which is expected to be six hours and two minutes later, pursuant to the Plan of Domestication to be entered into by Sono Luxembourg, the form of which is attached as Annex B to this proxy statement/prospectus, Sono Luxembourg will convert under the laws of the State of Delaware from a company governed by Luxembourg law into a corporation organized under the laws of the State of Delaware, and upon the Conversion will continue as an entity under the name “Sono Group, Inc.,” without any discontinuation of Sono Luxembourg’s legal existence, without liquidation or dissolution, and without creating a new legal entity, with the effect that Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware will be the same entity, but with a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws of such changed jurisdiction of domiciliation.

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

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

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

The Sono N.V. Ordinary Shares commenced trading on the Nasdaq-CM under the ticker symbol “SSM” on September 5, 2025. In connection with the Redomiciliation Transaction, Sono N.V. intends to 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 following the Redomiciliation Transaction. There is no assurance, however, that we will be able to satisfy the continued listing requirements of the Nasdaq-CM prior to or following the implementation of the Redomiciliation Transaction. The Sono N.V. High Voting Shares (of which 40,000 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 are 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. High Voting Shares or the Sono N.V. Preferred Shares (or, following the completion of the Redomiciliation Transaction, the Class B Common Stock 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 through a two-step Merger and Conversion structure because, due to requirements under Dutch law, Sono N.V. cannot redomicile directly from 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, as 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 Sono N.V. which will be cancelled without any exchange and dissenting shares) will be automatically cancelled and exchanged for shares of Sono Luxembourg at the applicable exchange ratio described herein, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall cease to exist. In the second step, upon the effectiveness of the Conversion and completion of the Redomiciliation Transaction, which is expected to occur six hours and two minutes after the Merger, all of the issued and outstanding shares of Sono Luxembourg will be automatically converted into shares of Sono Delaware stock at the applicable conversion ratio described herein, with the effect that Sono Luxembourg will change its domiciliation from the Grand Duchy of Luxembourg to the State of Delaware, but there will be no exchange of securities as Sono Luxembourg and Sono Delaware will be the same entity, but with a changed jurisdiction of domiciliation, and as a result shares of stock will be issued under the laws of such changed jurisdiction of domiciliation. We intend, subject to the satisfaction or waiver of the conditions to closing of the Redomiciliation Transaction, for the Merger and the Conversion to occur over a single weekend so that trading does not occur during the brief interim period in which shareholders hold shares of Sono Luxembourg, which is expected to 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 Time 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 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 set forth below:

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.

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

If the general meeting of shareholders of Sono N.V. adopts the Redomiciliation Proposal and the Merger Proposal, and the Redomiciliation Transaction is approved by Sono N.V., as the sole shareholder of Sono Luxembourg, at an extraordinary general meeting of the sole shareholder of Sono Luxembourg held before a Luxembourg civil law notary, and the other conditions to completion of the Redomiciliation Transaction are satisfied, the Merger will be effected in accordance with Title 7 of the Netherlands Company Law and articles 1025-1 et seq. of the Luxembourg Company Law. Upon completion of the Merger, the Conversion will be effected in accordance with articles 1061-1 and following of the Luxembourg Company Law, the procedures of article 450-3 and following of the Luxembourg Company Law and the domestication procedures of Section 388 of the DGCL.

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

Reasons for the Redomiciliation Transaction

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

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

Nevertheless, we cannot assure you that the anticipated benefits of the Redomiciliation Transaction will be realized. Although we expect the Redomiciliation Transaction to provide us with the benefits described above, the Redomiciliation Transaction will expose Sono Delaware and its shareholders to some risks. The Management Board and the Supervisory Board considered a variety of negative factors, including the possibility of uncertainty created by the Redomiciliation Transaction and the change in our legal domicile, the fact that we expect to incur costs to complete the Redomiciliation Transaction, the fact that Delaware corporate 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 of a series of steps, substantially as follows:

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

The Merger Agreement

Pursuant to the terms of the Merger Agreement and subject to the conditions set forth therein, including the receipt of the requisite approval by both the shareholders of Sono N.V., and Sono N.V., as the sole shareholder of Sono Luxembourg, and the lapse of certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws, Sono N.V. and Sono Luxembourg will complete the cross-border Merger whereby all of the assets and liabilities of Sono N.V. will be transferred under universal title (onder algemene titel) to Sono Luxembourg and Sono N.V. will be dissolved without liquidation in 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 Company Law, with the effect that the shareholders of Sono N.V. will become the shareholders of Sono Luxembourg by exchanging their shares of Sono N.V. into shares of Sono Luxembourg, at which time Sono N.V. shall cease to exist. 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 of 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 Class A Ordinary Share for each issued and outstanding Sono 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 exchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares), (ii) 25 LuxCo Class B Ordinary Shares for each issued and outstanding Sono N.V. High Voting Share (excluding each share of Sono N.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 held in the treasury and dissenting shares), and (iii) 30,000 LuxCo Preferred Shares for each issued and outstanding Sono N.V. Preferred Share (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. Preferred Shares held in the treasury and dissenting shares), all subject to applicable statutory appraisal rights under the Netherlands Company Law, as further described in the section entitled “Statutory Appraisal Rights under Netherlands Company Law.” All of such shares of Sono Luxembourg issued at the Merger Effective Time will be converted into the corresponding class of Sono Delaware stock at the Redomiciliation Effective Time as further described herein.

Additional consequences of the Merger under the terms of the Merger Agreement are summarized below:

Subject to the effectiveness of the Merger and as soon as practicable thereafter, which is expected to be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the terms of 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 required by Dutch law, the reports set forth on Annex E consisting of (i) a report for the information and assistance of the management of Sono N.V. and Sono Luxembourg, in connection with their respective consideration of the proposed Merger, and (ii) an assurance report to the management of Sono N.V. and Sono Luxembourg based upon its examination of the explanatory notes to the Merger Agreement. The reports of Visser, which are summarized below, were issued solely in connection with the proposed Merger for our compliance with Article 2:328(1) and Article 2:333g(2) of the Dutch Civil Code (with respect to the report referenced in clause (i) of the preceding sentence), and with Article 2:328(2) and Article 2:333g(3) of the Dutch Civil Code (with respect to the report referenced in clause (ii) of the preceding sentence), and, therefore, the reports of Visser are not intended for, and cannot be used for, other purposes. Visser’s reports, and its opinions contained therein, are not a recommendation as 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 and September 11, 2026 respectively, which set forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such reports, are attached as Annex E-1 and Annex E-2, respectively, to this proxy statement/prospectus and are incorporated herein by reference. Our shareholders are encouraged to read the reports in their entirety.

Opinions of Visser

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

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

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 Dutch Standards on Auditing and Article 2:328(1) and Article 2:333g(2) of the Dutch Civil Code. Visser’s responsibilities under those standards are further described below under “—Visser’s responsibilities for the audit of the reasonableness of the proposed share exchange ratios and the proposed Cash Compensation.”

Determining the proposed share exchange ratios on the basis of methods generally accepted in the Netherlands, is a subjective matter by nature. Therefore, Visser’s opinion contained in its report on the reasonableness of the proposed share exchange ratios does not rule out that, on the basis of other methods generally accepted in the Netherlands, 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 to provide a basis for its opinion.

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

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

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

With respect to the Sono N.V. Exit Shares that are Sono N.V. Ordinary Shares, the report of Visser states that the proposed Cash Compensation of €0.01 per Sono N.V. Exit Share (being the nominal value as of the date of this proxy statement/prospectus) is significantly lower than a withdrawal compensation based on the market value of the shares or a generally accepted valuation method in the Netherlands and, therefore, the proposed Cash Compensation is not reasonable when assessed against the criteria of Article 2:333g(2) of the Dutch Civil Code. In addition, Withdrawing Shareholders (as defined below under “—Statutory Appraisal Rights under Netherlands Company Law”) may not be able to sell their shares at a reasonable market price when assessed against 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 to provide a basis for its opinion.

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

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

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

Responsibilities of Management and Visser

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

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

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

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

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

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

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

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

Visser’s responsibility is to plan and perform the examination in a manner that allows Visser to obtain sufficient appropriate assurance evidence for its opinion. Visser’s examination was performed with a high, but not absolute, level of assurance, which means Visser may not detect all material misstatements, whether due to fraud or error, during its examination. Visser applies the NVKM, regulations for quality management systems (Nadere voorschriften kwaliteitsmanagement) and accordingly maintains a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Visser’s examination included:

Dutch Independent Auditor Selection Process

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

Visser is independent of Sono N.V. and Sono Luxembourg in accordance with the ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence (Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten) and other relevant independence regulations in the Netherlands. Furthermore, Visser has complied 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 Visser a fee of €14,421.30 for its services in connection with the rendering of its reports, which amount has been paid in full, and such compensation was not contingent upon the completion of the Redomiciliation Transaction or any opinions reached in the reports. Visser has not provided any additional services associated with the transactions contemplated by the Merger Agreement, 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 at the Special Meeting, Sono Luxembourg intends to adopt the Plan of Domestication in accordance with Section 388(l) of the DGCL as soon as practicable thereafter (subject to certain mandatory waiting periods and fulfillment of statutory formalities under Dutch and Luxembourg laws), which is expected to be six hours and two minutes after the Merger Effective Time. If the Plan of Domestication is adopted and effected by Sono Luxembourg, the Redomiciliation Transaction will be completed as follows:

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

Conditions to the Redomiciliation Transaction

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

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

Delay; Termination

The Management Board, with approval of the Supervisory Board, has reserved the right to delay or abandon the Redomiciliation Transaction at any time prior to implementing the Merger if it determines for any reason that 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 the shareholders of Sono N.V. at the Special Meeting and by Sono N.V., as the sole shareholder of Sono Luxembourg, 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 Sono 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 exchange of such Sono N.V. Ordinary Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for one LuxCo Class A Ordinary Share; (ii) each issued and outstanding Sono N.V. High Voting Share (excluding each share of Sono N.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 held in the treasury and dissenting shares) will be automatically cancelled and exchanged for 25 LuxCo Class B Ordinary Shares; and (iii) each issued and outstanding Sono N.V. Preferred Share (excluding each share of Sono N.V. Preferred Shares held in the treasury of Sono N.V. which will be cancelled without any exchange of such Sono N.V. Preferred Shares held in the treasury and dissenting shares) will be automatically cancelled and exchanged for 30,000 LuxCo Preferred Shares. Subject to the completion of the Merger, and as soon as practicable thereafter, which is expected to be six hours and two minutes later, Sono Luxembourg will complete the Conversion pursuant to the Plan of Domestication at the Redomiciliation Effective Time, at which time (a) each issued and outstanding LuxCo Class A Ordinary Share will be automatically converted into one share of Class A Common Stock; (b) each set of 25 issued and outstanding LuxCo Class B Ordinary Shares will be automatically converted into one share of Class B Common Stock; and (c) each set of 30,000 issued and outstanding LuxCo Preferred Shares will be automatically converted into one share of Series A Preferred Stock.

You will not be required to take any action to exchange your shares as a result of the Redomiciliation Transaction. Book entry records representing Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares and Sono N.V. Preferred Shares will, at the Redomiciliation Effective Time, automatically represent the same number of shares of Class A Common Stock, Class B Common Stock or Series A Preferred Stock, as applicable, and record thereof will be made in the share register of Sono Delaware. If you are a Beneficial Holder of Sono N.V. Ordinary Shares held in “street name” through a broker, bank or other nominee, your ownership of shares of Class A Common Stock will be recorded in book-entry form by your nominee (for shares held in “street name”), and if you are a record holder 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 form, your ownership of shares of Class A Common Stock, Class B Common Stock and Series A Preferred Stock, as applicable, will be recorded in book-entry form by the Transfer Agent or Sono N.V. (for shares held 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 record 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 Plans

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

Accordingly, each restricted stock unit, non-qualified stock option and other share-based incentive award of Sono Luxembourg outstanding under the Equity Compensation Plans shall be automatically converted into an equivalent incentive award of Sono Delaware, which incentive awards will be subject to the same terms and conditions as the converted Sono Luxembourg incentive award (including performance-based vesting conditions), except that the security issuable upon exercise or settlement of Sono Delaware incentive award will be the Class A Common Stock of Sono Delaware (or its cash equivalent) rather than LuxCo Class A Ordinary Shares (or their cash equivalent). Sono Delaware does not plan to grant additional equity under the Long-Term Incentive Plan or the Conversion Stock Option Program.

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

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

If the Redomiciliation Proposal and the Merger Proposal are approved and the Redomiciliation Transaction becomes effective, at the Redomiciliation Effective Time, Sono N.V. will adopt the Proposed Organizational Documents under the DGCL, which will replace its Existing Articles. After the Redomiciliation Transaction, your rights under the DGCL as a holder of Class A Common Stock, Class B Common Stock or Series A Preferred Stock, as applicable, will differ from your current rights under 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, respectively. In addition, the Proposed Organizational Documents differ in some respects from the Existing Articles, as further described in 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 in connection with the Redomiciliation Transaction because they contain provisions typical of other Delaware corporations, including, among other things, a provision adopting Delaware as the exclusive forum for certain stockholder litigation. The consummation of the Redomiciliation Transaction is conditioned on the approval of the Redomiciliation Proposal and the Merger Proposal at the Special Meeting, subject to the terms of the Merger Agreement and the Plan of Domestication, respectively. Therefore, if either the Redomiciliation Proposal or the Merger Proposal is not approved, the Redomiciliation Transaction, including the Merger and the Conversion, will not be completed and the Proposed Organizational Documents will not be adopted. A brief summary of the Proposed Organizational Documents is set forth below, which summary is qualified in its entirety by reference to the complete text of the Proposed Charter and Proposed Bylaws, in the forms attached as Annex C and Annex D, respectively, to this proxy statement/prospectus.

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

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

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

Interests of Certain Persons in the Redomiciliation Transaction

We do not believe that any of our directors or executive officers has an interest in the Redomiciliation Transaction that is different from the interests of our shareholders. No change in control payments or additional compensation will be payable to our directors or executive officers in connection with the Redomiciliation Transaction. Furthermore, none 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 entitled 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 Sono N.V. High Voting Share), for a total of 1,230,751 votes. Such shares currently represent approximately 23.83% of the combined voting power in the share capital of Sono N.V., consisting of approximately 6.20% of the issued and outstanding Sono N.V. Ordinary Shares and 100% of the issued and outstanding Sono N.V. High Voting Shares. George O’Leary, who previously served as Sono N.V.’s sole managing director and Chief Executive Officer, is currently the sole member of SVSE and, as a result, has voting control over the shares held of record by SVSE. SVSE has delivered an irrevocable proxy 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 Proposal, the Merger Proposal and the Nasdaq Share Authorization Proposal at the Special Meeting.

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

Redemption Rights

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

Statutory Appraisal Rights under Netherlands Company Law

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

Reference is made to various financial reporting and announcements of Sono 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, Sono 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. Instead, a Withdrawing Shareholder will receive the Cash Compensation for the Sono N.V. Exit Shares held by such Withdrawing Shareholder, and 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, but 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. to 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. which makes Sono N.V. (or its legal successor) unable to compensate Withdrawing Shareholders, the Cash Compensation per Sono N.V. Exit Share to be received by a Withdrawing Shareholder will be equal to the nominal value of such Sono N.V. Exit Share. After the expiration of the Withdrawal Period, the management bodies of Sono N.V. and Sono Luxembourg will jointly determine the number of Withdrawing Shareholders and the aggregate number of Sono N.V. Exit Shares on the basis of the Withdrawal Requests received and not revoked during the Withdrawal Period.

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

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

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

Statutory Appraisal Rights under Luxembourg Law

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

Anticipated Accounting Treatment

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Sono N.V. as a result of domestication. The business, 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 such transaction.

Certain Tax Considerations

For a discussion of certain tax considerations relating to the proposed Redomiciliation Transaction under U.S. federal law and Luxembourg and Dutch laws, respectively, see the sections herein entitled, “U.S. Federal Income Tax Considerations” beginning on page 83, “Luxembourg Tax Considerations” beginning on page 93, and “Netherlands Tax Considerations” beginning on page 95.

Regulatory Approvals

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

Other than the matters described in the immediately preceding paragraph, the Delaware Filings and the adoption of the shareholders’ resolutions of Sono N.V. and Sono Luxembourg before a civil-law notary in the Netherlands and before a civil-law notary in the Grand Duchy of Luxembourg, respectively, confirming that all conditions to the Redomiciliation Transaction have been satisfied or waived and that the Redomiciliation Transaction is effective, we are not aware of any governmental approvals or actions that are required to complete the Redomiciliation Transaction other than compliance with various portions of the Netherlands Company Law and the Luxembourg Company Law. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Shareholder Vote

Our Registered Shareholders, consisting of the Sono N.V. Ordinary Shareholders, the Sono N.V. High Voting Shareholders and the Sono N.V. Preferred Shareholders that are holders of record as of the Record Date, are entitled to vote on the Redomiciliation Proposal, the Nasdaq Share Authorization Proposal, and the Merger Proposal if presented for a vote at the Special Meeting. Pursuant to our Existing Articles, (i) Registered Shareholders of Sono N.V. Ordinary Shares are entitled to 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 N.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 Share, on each of the proposals presented at the Special Meeting.

Vote Required

Pursuant to the Existing Articles and in accordance with Netherlands Company Law, the Redomiciliation Proposal must be effected by the affirmative vote of at least a 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 Shares, issued and outstanding as of the Record Date and entitled to vote thereon and actually cast at the Special Meeting, voting together as 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 for 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 Share), for a total of 1,230,751 votes, with respect to which SVSE has delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that all 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, 2026, Yorkville was entitled to an aggregate 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 Share) 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 agreed 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. Further, as of October 5, 2026, certain of our shareholders who are members of a group affiliated with Sports One were entitled to vote an aggregate of 283,500 Sono N.V. Ordinary Shares, representing approximately 5.49% of the combined voting power in the issued and outstanding share capital of Sono N.V. Accordingly, as of October 5, 2026, SVSE, Yorkville and the shareholders affiliated with Sports One were collectively entitled to cast an aggregate of 1,772,020 votes, representing approximately 34.30% of the combined voting power in the share capital of Sono N.V. In light of the transactions contemplated by the proposed Sports One combination and the Sports One Call Option Agreement, we expect Yorkville and the shareholders affiliated with Sports One to vote their shares in favor of each of the proposals at the Special Meeting, although none of such shareholders has entered into any agreement to do so. Presuming that all of such shares are voted FOR both the Redomiciliation Proposal and the Merger Proposal at the Special Meeting and that all 5,165,700 votes outstanding as of October 5, 2026 are validly cast at the Special Meeting, the approval of the Redomiciliation Proposal will require the affirmative vote of an additional 810,831 votes, or approximately 15.70% of the total votes outstanding. However, because approval is measured against votes validly cast, fewer 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 and 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 and the Supervisory Board of Sono N.V., who will be dismissed as of the Merger Effective Time, from liability for their management and supervision 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 the Merger Effective Time to serve as members of the LuxCo Board. Upon completion of the Redomiciliation Transaction, the members of the LuxCo Board will be appointed to serve as directors of Sono Delaware, in the same capacities and with the same committee appointments as such directors hold as of immediately prior to the Merger Effective Time, in accordance with the terms of the Merger Agreement and the Plan of Domestication.

The consummation of the proposed Redomiciliation Transaction is conditioned on the approval of the Redomiciliation Proposal and the Merger Proposal by the requisite vote of the shareholders of Sono N.V. at the Special Meeting, and by Sono N.V., as the sole shareholder of Sono Luxembourg, subject to the terms of the Merger Agreement and the Plan of Domestication, respectively. Accordingly, if the Redomiciliation Proposal is not approved by the requisite vote of the shareholders of Sono N.V. at the Special Meeting, the Merger Proposal will not be presented for a vote. If we fail to obtain the requisite shareholder approval of either the Redomiciliation Proposal or the Merger Proposal at the Special Meeting (including any adjournment(s) or postponement(s) thereof), we will not satisfy the conditions to closing of the Merger and the proposed Redomiciliation Transaction will not occur. Neither the Redomiciliation Proposal 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 that you vote “FOR” the Redomiciliation Proposal to be presented at the Special Meeting.

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

See the discussion above under the heading “Voting Proposal No. 1: The Redomiciliation Proposal,” which is incorporated by reference in this Voting Proposal No. 2, for additional information regarding this proposal. In particular, you are encouraged to review carefully the information under the headings “The Merger Agreement” and “Statutory Appraisal Rights under Netherlands Company Law.”

Vote Required

Pursuant to the Existing Articles and in accordance with Netherlands Company Law, the Merger Proposal must be effected by the affirmative vote of at least a two-thirds 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 Shares, issued and outstanding as of the Record Date and entitled to vote thereon and actually cast at the Special Meeting, voting together as 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 for 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 Share), for a total of 1,230,751 votes, with respect to which SVSE has delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that all 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, 2026, Yorkville was entitled to an aggregate 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 Share) 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 agreed 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. Further, as of October 5, 2026, certain of our shareholders who are members of a group affiliated with Sports One were entitled to vote an aggregate of 283,500 Sono N.V. Ordinary Shares, representing approximately 5.49% of the combined voting power in the issued and outstanding share capital of Sono N.V. Accordingly, as of October 5, 2026, SVSE, Yorkville and the shareholders affiliated with Sports One were collectively entitled to cast an aggregate of 1,772,020 votes, representing approximately 34.30% of the combined voting power in the share capital of Sono N.V. In light of the transactions contemplated by the proposed Sports One combination and the Sports One Call Option Agreement, we expect Yorkville and the shareholders affiliated with Sports One to vote their shares in favor of each of the proposals at the Special Meeting, although none of such shareholders has entered into any agreement to do so. Presuming that all of such shares are voted FOR both the Redomiciliation Proposal and the Merger Proposal at the Special Meeting and that all 5,165,700 votes outstanding as of October 5, 2026 are validly cast at the Special Meeting, the approval of the Merger Proposal will require the affirmative vote of an additional 1,671,780 votes, or approximately 32.36% of the total votes outstanding. However, because approval is measured against votes validly cast, fewer 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 and 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.

The consummation of the proposed Redomiciliation Transaction is conditioned on the approval of the Redomiciliation Proposal and the Merger Proposal by the requisite vote of the shareholders of Sono N.V. at the Special Meeting, and by Sono N.V., as the sole shareholder of Sono Luxembourg, subject to the terms of the Merger Agreement and the Plan of Domestication, respectively. Accordingly, if the Redomiciliation Proposal is not approved by the requisite vote of the shareholders of Sono N.V. at the Special Meeting, the Merger Proposal will not be presented for a vote. If we fail to obtain the requisite shareholder approval of either the Redomiciliation Proposal or the Merger Proposal at the Special Meeting (including any adjournment(s) or postponement(s) thereof), we will not satisfy the conditions to closing of the Merger and the proposed Redomiciliation Transaction will not occur. Neither the Redomiciliation Proposal 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 that you vote “FOR” the Merger Proposal, if presented at the Special Meeting.

VOTING PROPOSAL NO. 3: THE NASDAQ SHARE AUTHORIZATION PROPOSAL

Overview

The shareholders of Sono N.V. are being asked to consider and vote upon a proposal to approve, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance by Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware), in one or more transactions other than a public offering (each, a “Covered Transaction”), of Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock), or securities convertible into or exercisable for Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock), including Sono N.V. High Voting Shares or Sono N.V. Preferred Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class B Common Stock or Series A Preferred Stock), convertible notes, warrants or other securities, including convertible debt securities, that are convertible into or exercisable for Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock) (collectively, “Covered Securities”). Any Covered Transaction involving an issuance of Covered Securities may constitute a 20% Issuance and may be 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 a result, Sono N.V. is subject to the Nasdaq Listing Rules, including Nasdaq Listing Rule 5635(d), which generally requires listed companies, subject 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, any Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock) that may become issuable upon the exercise or conversion of any warrants, options, debt instruments, preferred shares or other equity securities issued or granted in the transaction, together with any voting power represented by securities issued in the transaction, will be 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 strategic opportunities that might become available to us. In that regard, and in conjunction with a registered direct offering of Sono N.V. Ordinary Shares as further described herein, we have on August 31, 2026 announced that we and Sports One, an entity that has recently been formed by certain of the purchasers in the registered direct offering to operate a sports intelligence business that provides real-time athlete-level data, social media value scoring, and quantified data for what each athlete is worth to sponsors, and which also intends to acquire and hold minority interests in professional sports teams with primary focus on the NBA, NFL, MLB and NHL, have entered into the Letter of Intent for a business combination with Sports One. The Sports One sports intelligence business combines AI intellectual property and proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports operating decisions for teams / universities (NIL), betting/prediction companies, and brands, among others. Through the business combination, Sports One will become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority interests in major sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories for athlete engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital structure will allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult to access and remain highly illiquid. Sports One’s publicly-traded approach will provide investors with daily liquidity, and exposure across a diversified portfolio of the major sports team and league interests.

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

In addition, in connection with the Letter of Intent for the proposed Sports One combination, the holder of a majority of the issued and outstanding Sono N.V. Preferred Shares as of October 5, 2026, Yorkville, entered into the Sports One Call Option Agreement with an affiliate of Sports One pursuant to which the affiliate has the right 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. Preferred Shares) from Yorkville, to the extent that the affiliate exercises the option provided for in such Sports One Call Option Agreement prior to the expiration of such option 15 calendar days after the closing of the proposed combination with Sports One contemplated by the Letter of Intent (which we refer to herein as the Sports One Call Option). Pursuant to the Sports One Call Option Agreement, Yorkville has agreed not to dispose of 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 (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock) 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 to enter into a definitive agreement pursuant to which Sono N.V. and Sports One would combine, with the former equityholders of both entities holding equity in the combined, surviving public company listed on Nasdaq or a national stock exchange and with Sports One’s existing equityholders owning a super-majority of the equity in such surviving public company. The final terms of the definitive agreement are subject to the completion of due diligence to Sono N.V.’s satisfaction. In addition, the completion of the proposed transaction with Sports One is subject to, among other things, the negotiation and execution of definitive documentation, the completion of any required regulatory review, and receipt of the requisite approval in favor of the proposed Sports One transaction by Sono N.V.’s shareholders which 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 or 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 and proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports operating decisions for teams and universities (NIL), betting and prediction companies, and brands, among others. Through the proposed business combination, Sports One would become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority interests in major sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories for athlete engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital structure would allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult to access and remain highly illiquid; Sports One’s publicly-traded approach is designed to provide investors with daily liquidity and exposure across a diversified portfolio of major sports team and league interests. Implementation of the proposed Sports One transaction will involve risks relating to league and existing-owner approvals, applicable league institutional-ownership caps and governance safeguards, limited liquidity and exit constraints for minority sports ownership interests, and sensitivity of franchise valuations to media rights cycles, sponsorship growth, regulatory developments and consumer engagement trends. The proposed Sports One transaction is also expected to require substantial capital because investments are expected to be sized and structured to fit within applicable league institutional-ownership limitations.

In order to fund the implementation of the Sports One transaction, including the acquisition of passive minority interests in franchises directly or through league-approved institutional funds, Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware) may need to raise capital through the sale of Covered Securities. The 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 Nasdaq Listing Rule 5635(d), which generally requires listed companies, subject to certain exceptions, to obtain shareholder approval prior 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, for purposes of Nasdaq Listing Rule 5635(d), the issuance by Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware) of Covered Securities in one or 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, subject to the following parameters: (i) the applicable Covered Transaction is consummated during the 9-month period following the conclusion of the Special Meeting; (ii) the maximum aggregate purchase price or principal amount, as applicable, of Covered Securities that may be issued pursuant to this authorization is $1 billion; and (iii) the price per share, discount rate 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 shareholder approval pursuant to Nasdaq Listing Rule 5635(d) to be obtained by the affirmative vote of a majority of the total votes cast on the matter.

Terms of Potential Transactions Other than a Public Offering

If the Nasdaq Share Authorization Proposal is approved, Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware) will have the authority to issue Covered Securities in one or 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, subject to the parameters described above.

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

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

Dilution and Other Risks

Any issuance of Covered Securities pursuant to this authorization would dilute, and thereby reduce, each existing shareholder’s economic and voting interest in Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware). In addition, existing shareholders may experience immediate economic dilution in the per-share value of their holdings upon any issuance at an effective price that is less than the Minimum Price. Such issuances may also adversely affect the market price of the Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, the shares of Class A Common Stock) and create downward pressure if securities are issued at a discount. Convertible or derivative securities may introduce volatility and could result in substantial additional dilution if the price of the Sono N.V. Ordinary Shares (or, following the consummation of the Redomiciliation Transaction, the Class A Common Stock) declines. In addition, implementation of the Sports One transaction will involve risks relating to league and existing-owner approvals, applicable league institutional-ownership caps and governance safeguards, limited liquidity and exit constraints for minority sports ownership interests, and sensitivity of franchise valuations 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 Special Meeting, will provide us with flexibility to raise capital to fund the implementation of the Sports One transaction, provided that such issuances fall within the parameters described herein. We are seeking shareholder approval so that Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware) will have the flexibility to conduct such transactions, in each case subject to the parameters set forth herein, if and when the Management Board, with the approval of the Supervisory Board, determines it is appropriate to do so, without the delay and expense of seeking further shareholder approval at that time. This authorization does not extend to transactions that would result in a change of control under Nasdaq rules or to acquisitions or mergers involving the issuance of our securities. If a future transaction were to involve a change of control under Nasdaq rules, involve an acquisition or merger requiring separate shareholder approval, fall outside the scope of this authorization, or otherwise require shareholder approval under Nasdaq Listing Rule 5635, we would seek additional shareholder approval to the extent required under Nasdaq Listing Rules. Approval of this proposal does not constitute approval of any such change-of-control, acquisition or merger transaction.

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

If the Nasdaq Share Authorization Proposal is not approved at the Special Meeting, Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware) may not issue securities in a transaction that constitutes a 20% Issuance at a price less than the Minimum Price until shareholder approval of such issuance is obtained under Nasdaq Listing 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 may need to pursue alternative financing arrangements that could be less favorable to Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware), our business, our shareholders and other stakeholders.

VOTE REQUIRED

Pursuant to the Existing Articles and in accordance with Netherlands Company Law and applicable Nasdaq Listing Rules, the Nasdaq Share Authorization Proposal must be effected by the affirmative vote of at least a 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 Shares, issued and outstanding as of the Record Date and entitled to vote thereon and actually cast at the Special Meeting, voting together as 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 for 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 Share), for a total of 1,230,751 votes, with respect to which SVSE has delivered an irrevocable proxy to the Management Board and the Supervisory Board directing that all 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, 2026, Yorkville was entitled to an aggregate 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 Share) 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 agreed 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. Further, as of October 5, 2026, certain of our shareholders who are members of a group affiliated with Sports One were entitled to vote an aggregate of 283,500 Sono N.V. Ordinary Shares, representing approximately 5.49% of the combined voting power in the issued and outstanding share capital of Sono N.V. Accordingly, as of October 5, 2026, SVSE, Yorkville and the shareholders affiliated with Sports One were collectively entitled to cast an aggregate of 1,772,020 votes, representing approximately 34.30% of the combined voting power in the share capital of Sono N.V. In light of the transactions contemplated by the proposed Sports One combination and the Sports One Call Option Agreement, we expect Yorkville and the shareholders affiliated with Sports One to vote their shares in favor of each of the proposals at the Special Meeting, although none of such shareholders has entered into any agreement to do so. Presuming that all of such shares are voted FOR the Nasdaq Share Authorization Proposal at the Special Meeting and that all 5,165,700 votes outstanding as of October 5, 2026 are validly cast at the Special Meeting, the approval of the Nasdaq Share Authorization Proposal will require the affirmative vote of an additional 810,831 votes, or approximately 15.70% of the total votes outstanding. However, because approval is measured against votes validly cast, fewer additional affirmative votes will be required if fewer than all outstanding votes are cast.

Registered Shareholders are entitled to vote on the Nasdaq Share Authorization Proposal. Abstentions and 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.

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

BOARD RECOMMENDATION

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

BUSINESS

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

Our Company

Sono N.V. is a public company with limited liability (naamloze vennootschap) duly incorporated and validly existing under the laws of the Netherlands, and registered with the Dutch trade register under number 80683568. The business address of Sono N.V. is 4965 Trinidad Drive, Land O’ Lakes, FL 34639, United States of America. The telephone number of 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 the Netherlands, as a wholly owned-subsidiary of Sono Motors GmbH. As part of the corporate reorganization that was completed on November 27, 2020, our then-existing shareholders contributed all of their shares in Sono Motors GmbH to Sono Motors Finance B.V. in exchange for newly issued common shares of Sono Motors Finance B.V. In addition, the sole issued and outstanding common share in Sono Motors Finance B.V. at that time, which was held by Sono Motors GmbH, was cancelled (ingetrokken). As a result, Sono Motors GmbH became a wholly owned subsidiary of Sono Motors Finance B.V. and the then-existing shareholders of Sono Motors GmbH became the shareholders of Sono Motors Finance B.V. Also on November 27, 2020, Sono Motors Finance B.V. was converted into a public company with limited liability under Dutch law (naamloze vennootschap), and changed its legal name from Sono Motors Finance B.V. to Sono Group N.V.

In November 2021, Sono N.V. completed its initial public offering, and the Sono N.V. Ordinary Shares commenced trading on the Nasdaq Global Market on November 17, 2021 under the ticker symbol “SEV”. On February 15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the SEC to complete the delisting of the Sono N.V. Ordinary Shares from Nasdaq. On July 2, 2024, the quoting of the Sono N.V. Ordinary Shares commenced on the OTCQB under the ticker symbol “SEVCF”. On 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 commenced trading on the Nasdaq-CM under the ticker symbol “SSM” on September 5, 2025. The Sono N.V. High Voting Shares and the 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 or included in any automatic quotation system.

Prior to the May 4, 2026 sale of Sono Motors GmbH, Sono N.V.’s wholly owned subsidiaries consisted of Sono Motors GmbH and Sono Luxembourg. On May 4, 2026, Sono N.V. sold Sono Motors GmbH pursuant to the SPA, 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 statement/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 Board, adopted a digital asset treasury strategy. Under the digital asset treasury strategy, the principal holding in Sono N.V.’s treasury reserve on its balance sheet is allocated to digital assets, principally Bitcoin, by applying a covered-call yield strategy. In connection with the digital asset treasury strategy, on March 10, 2026, Sono N.V. entered into a 2002 ISDA Master Agreement, a related Schedule and a Credit Support Annex with Blockchain.com, facilitating Sono N.V. to enter into 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 strategic opportunities that might become available to us. In that regard, and in conjunction with a registered direct offering of Sono N.V. Ordinary Shares as further described herein, we have on August 31, 2026 announced that we and Sports One, an entity that has recently been formed by certain of the purchasers in the registered direct offering to operate a sports intelligence business that provides real-time athlete-level data, social media value scoring, and quantified data for what each athlete is worth to sponsors, and which also intends to acquire and hold minority interests in professional sports teams with primary focus on the NBA, NFL, MLB and NHL, have entered into the Letter of Intent for a business combination with Sports One. The Sports One sports intelligence business combines AI intellectual property and proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports operating decisions for teams / universities (NIL), betting/prediction companies, and brands, among others. Through the business combination, Sports One will become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority interests in major sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories for athlete engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital structure will allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult to access and remain highly illiquid. Sports One’s publicly-traded approach will provide investors with daily liquidity, and exposure across a diversified portfolio of the major sports team and league interests.

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

In addition, in connection with the Letter of Intent for the proposed Sports One combination, the holder of a majority of the issued and outstanding Sono N.V. Preferred Shares as of October 5, 2026, Yorkville, entered into the Sports One Call Option Agreement with an affiliate of Sports One pursuant to which the affiliate has the right 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. Preferred Shares) from Yorkville, to the extent that the affiliate exercises the option provided for in such Sports One Call Option Agreement prior to the expiration of such option 15 calendar days after the closing of the proposed combination with Sports One contemplated by the Letter of Intent (which we refer to herein as the Sports One Call Option). Pursuant to the Sports One Call Option Agreement, Yorkville has agreed not to dispose of 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 (or, following the consummation of the Redomiciliation Transaction, shares of Class A Common Stock) 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 to enter into a definitive agreement pursuant to which Sono N.V. and Sports One would combine, with the former equityholders of both entities holding equity in the combined, surviving public company listed on Nasdaq or a national stock exchange and with Sports One’s existing equityholders owning a super-majority of the equity in such surviving public company. The final terms of the definitive agreement are subject to the completion of due diligence to Sono N.V.’s satisfaction. In addition, the completion of the proposed transaction with Sports One is subject to, among other things, the negotiation and execution of definitive documentation, the completion of any required regulatory review, and receipt of the requisite approval in favor of the proposed Sports One transaction by Sono N.V.’s shareholders which 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 or 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 and proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports operating decisions for teams and universities (NIL), betting and prediction companies, and brands, among others. Through the proposed business combination, Sports One would become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority interests in major sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories for athlete engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital structure would allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult to access and remain highly illiquid; Sports One’s publicly-traded approach is designed to provide investors with daily liquidity and exposure across a diversified portfolio of major sports team and league interests. Implementation of the proposed Sports One transaction will involve risks relating to league and existing-owner approvals, applicable league institutional-ownership caps and governance safeguards, limited liquidity and exit constraints for minority sports ownership interests, and sensitivity of franchise valuations to media rights cycles, sponsorship growth, regulatory developments and consumer engagement trends. The proposed Sports One transaction is also expected to require substantial capital because investments are expected to be sized and structured to fit within applicable league institutional-ownership limitations.

In order to fund the implementation of the Sports One transaction, including the acquisition of passive minority interests in franchises directly or through league-approved institutional funds, Sono N.V. (or, following the consummation of the Redomiciliation Transaction, Sono Delaware) may need to raise capital through the sale of Covered Securities. Accordingly, we are asking the shareholders of Sono N.V. to approve, for purposes of Nasdaq Listing Rule 5635(d), the Nasdaq Share Authorization Proposal. See “Voting Proposal No. 3: The Nasdaq Share Authorization Proposal” for additional information.

Exit from Legacy Solar Operations

During the year ended December 31, 2025 and the subsequent period from January 1, 2026 through March 14, 2026, Sono N.V. conducted its business through Sono Motors GmbH. On March 14, 2026, the Supervisory Board resolved to terminate all current and future funding commitments to Sono Motors GmbH and to exit the legacy solar operations conducted through Sono Motors GmbH with 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 purchasers.

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

Segments

We operate as a single business segment.

Periodic Reporting and Audited Financial Statements

Sono N.V. has registered the Sono N.V. Ordinary Shares under the Exchange Act and has reporting obligations as a result, including the requirement to file periodic and current reports and other documents with the SEC. In accordance with the requirements of the Exchange Act, Sono N.V.’s Annual Reports on Form 10-K contain financial statements audited and reported on by Sono N.V.’s independent registered public accounting firm. Sono N.V. has filed 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 incorporated by reference into this proxy statement/prospectus and the other documents that we file with the SEC. See the section entitled “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 issuer instead of a foreign private issuer. As a result, we are subject to the same reporting and disclosure requirements applicable to domestic U.S. companies, including that we are required to file periodic reports and financial statements with the SEC on Form 10-K and Form 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, we were a foreign private issuer and, in compliance with SEC regulations, we filed or furnished periodic and current reports with the SEC 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 of our website (https://ir.sonomotors.com/) certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Exchange Act. These include our Annual Reports on Form 10-K (and previously on Form 20-F), our Quarterly Reports on 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 to 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 as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding us that we filed electronically with the SEC. The information contained in or accessible through the SEC’s website is not incorporated into, and is not considered part of, this proxy statement/prospectus unless specified. Further, the information contained on, or that can be accessed through, Sono N.V.’s website is not incorporated by reference into this proxy statement/prospectus, and you should not consider any information contained 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 that arise in the ordinary course of our business. Our commitments and contingencies as of June 30, 2026 included matters associated with Sono N.V.’s May 4, 2026 sale of Sono Motors GmbH, including residual obligations and indemnification matters arising under the SPA, lease-related obligations under the lease for the Munich premises formerly used by Sono Motors GmbH, public-company obligations, financing arrangements and the digital asset treasury strategy. We are currently not a party to any material legal proceedings. Regardless of the outcome, any litigation to which we may in the future become a party could have an adverse effect on us because of defense and settlement costs, diversion of management resources and other factors.

Business of Sono Delaware

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Sono N.V. as a result of domestication. The business, 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 such transaction.

FINANCIAL INFORMATION OF SONO N.V. AND SONO LUXEMBOURG

The consolidated financial statements of Sono N.V. as of and for the years ended December 31, 2025 and 2024 have been incorporated by reference in this proxy statement/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 ended June 30, 2026 and 2025 have been incorporated by reference in this proxy statement/prospectus and in the Registration Statement from the Second Quarter 2026 Quarterly Report.

The business, 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 such transaction.

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

Set forth below are the (i) unaudited balance sheet of Sono N.V. as of August 31, 2026, prepared in compliance with the International Financial Reporting Standards as issued by the International Accounting Standards Board, and (ii) unaudited balance sheet of Sono Luxembourg as of August 31, 2026, prepared in compliance with generally accepted accounting principles in Luxembourg. Our independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to such unaudited financial information for the purpose of its inclusion herein, 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).

U.S. Federal Income Tax Considerations

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

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

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

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

The following discussion discusses solely the consequences of the Redomiciliation Transaction and does not discuss any other steps that may be taken by Sono N.V., Sono Luxembourg or Sono Delaware in connection with, or subsequent to, the Redomiciliation Transaction.

We have not sought, and do not intend to, seek any rulings from the IRS as to any U.S. federal income tax considerations described herein. There can be no assurance that the IRS will not take positions inconsistent with 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 CONSIDERATIONS ASSOCIATED WITH THE REDOMICILIATION TRANSACTION AND THE OWNERSHIP AND DISPOSITION OF SONO DELAWARE STOCK RECEIVED IN THE REDOMICILIATION. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE REDOMICILIATION TRANSACTION AND THE OWNERSHIP AND DISPOSITION OF SONO DELAWARE STOCK RECEIVED IN THE REDOMICILIATION, INCLUDING THE APPLICABILITY AND 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 owner of a Sono N.V. Share who or that is, for U.S. federal income tax purposes:

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

Generally

The U.S. federal income tax consequences of the Redomiciliation Transaction will depend primarily upon whether the Redomiciliation Transaction qualifies as a “reorganization” within the meaning of Section 368 of the Code.

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

It is intended that the Redomiciliation Transaction qualify as an F Reorganization. However, 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 Transaction as an F Reorganization, and the closing of the Redomiciliation Transaction is not conditioned on the receipt of any ruling from the IRS or any opinion of counsel with respect to the qualification of the Redomiciliation Transaction as an F Reorganization. Consequently, no 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 below. Accordingly, each U.S. Holder of Sono N.V. Shares is urged to consult its tax advisor with respect to the particular tax consequence of the Redomiciliation Transaction to such U.S. Holder.

Assuming the Redomiciliation Transaction qualifies as an F Reorganization, U.S. Holders of Sono N.V. Shares generally should not recognize gain or loss for U.S. federal income tax purposes on the Redomiciliation Transaction, except as provided below under the sections entitled “—Effects of 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 “—PFIC Considerations,” and the Redomiciliation Transaction should be treated for U.S. federal income tax purposes as if Sono N.V. (i) transferred all of its assets and liabilities to Sono Delaware in exchange for all of the outstanding Sono Delaware Stock; and (ii) then distributed the Sono Delaware 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 date of the Redomiciliation Transaction for U.S. federal income tax purposes.

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

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

Basis and Holding Period Considerations

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

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

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

Section 367 of the Code applies to certain transactions involving foreign corporations, including a redomiciliation of a foreign corporation in a transaction that qualifies as an F Reorganization. Subject to the discussion below under the section entitled “— PFIC Considerations,” Section 367 of the Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-deferred. Section 367(b) of the 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. Shares

Subject to the discussion below under the section entitled “— PFIC Considerations,” a U.S. Holder who beneficially owns (actually or constructively, under complex attribution principles for 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 or 10% or more of the total value of all classes of Sono N.V. Shares (a “10% U.S. Shareholder”) on the date of the Redomiciliation Transaction generally must include in income as a deemed dividend paid by Sono N.V. the “all earnings and profits amount” attributable to the Sono N.V. Shares it owns within the meaning of Treasury Regulations under Section 367 of 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 in determining whether such U.S. Holder is a 10% U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a 10% U.S. Shareholder, and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

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

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

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

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

Subject to the discussion below under the section entitled “— PFIC Considerations,” unless a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to the shares of Sono Delaware Stock received in the Redomiciliation Transaction 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 adjusted tax basis in the Sono N.V. Shares deemed surrendered in exchange therefor. U.S. Holders who hold different blocks of Sono N.V. Shares (generally, Sono N.V. Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

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

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the year of the Redomiciliation Transaction, and the U.S. Holder must 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 this election, Sono N.V. may in its discretion provide each U.S. Holder eligible to make such an election with information regarding Sono N.V.’s earnings and profits upon written request.

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

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

Actual and Constructive Distributions on Sono Delaware Stock

In general, any distributions (including constructive distributions, but not including certain distributions of shares or rights to acquire New Common Stock) made to a Non-U.S. Holder of Sono Delaware Stock, to the extent paid out of Sono Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute U.S. source dividends for U.S. federal income tax purposes.

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

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

Sale, Taxable Exchange or Other Taxable Disposition of Sono Delaware Stock

For U.S. federal income tax purposes, gain or loss realized on the sale or 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 held 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 in the stock disposed of and the amount realized on the disposition. Long-term capital gains recognized by non-corporate U.S. holders will 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 TO IT OF THE REDOMICILIATION TRANSACTION INCLUDING THE MAKING OF AN ELECTION TO INCLUDE IN INCOME THE “ALL EARNINGS AND PROFITS AMOUNT” ATTRIBUTABLE TO ITS SONO N.V. SHARES UNDER SECTION 367(b) OF THE CODE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH AN ELECTION.

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

PFIC Considerations

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

Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.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 gross 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 50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including its 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 the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a “startup exception,” a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the “startup year”) if (1) no predecessor of the foreign corporation was a PFIC; (2) the foreign corporation satisfies the IRS that it will 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 a 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 it 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 taxable year which ends as a result of the Redomiciliation Transaction. Due to the factual nature of the determination, no assurance can be 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, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC (which, under proposed Treasury Regulations may include a U.S. person exchanging warrants of a PFIC for newly issued warrants in connection with a redomiciliation transaction) recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations would require gain recognition to U.S. Holders of Sono N.V. Shares as a result of the Redomiciliation Transaction if:

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

In addition, the proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations discussed in the preceding paragraph applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the 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 transfer is taxable under the rules described in the preceding paragraph, and the excess, if any, of the amount to be included in income under 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 under the section entitled “— Effects of Section 367 to U.S. Holders of Sono N.V. Ordinary Shares, Sono N.V. High Voting Shares, and Sono N.V. Preferred Shares.”

It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such final Treasury Regulations would apply. If 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 a 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 Shareholder”) may be subject to taxation under the PFIC rules on the Redomiciliation Transaction with respect to their Sono N.V. Shares in the manner set forth above.

Any gain recognized by a Non-Electing Shareholder of Sono N.V. Shares as a result of the Redomiciliation Transaction pursuant to PFIC rules would be taxable income to such U.S. Holder, taxed under the PFIC rules in 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 election) or a MTM Election, the Redomiciliation Transaction could be a taxable event under the PFIC rules regardless of whether the Redomiciliation Transaction qualifies as an F Reorganization if Sono N.V. is considered a PFIC. If the Redomiciliation Transaction fails to qualify as an F Reorganization, absent a QEF Election (or a QEF Election along with a purging election) or a MTM Election, a U.S. Holder’s gain, 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 EFFECTS 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 depend on whether the U.S. Holder has made a timely and effective election to treat Sono N.V. as a “qualified electing fund” under 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 during which Sono N.V. qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made 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 at their then fair market value and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special PFIC tax and interest charge rules described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax 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 period 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 elections to their particular circumstances.

A U.S. Holder that made a timely and effective QEF Election (or a QEF Election along with a purging election) or a MTM Election (an “Electing Shareholder”) generally would not be subject to the adverse PFIC rules discussed above with respect to its Sono N.V. Shares. As a result, such an Electing Shareholder generally should not recognize gain or loss as a result of the Redomiciliation Transaction except to the extent described under “— Effects of 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 subject to the discussion above under “— Tax Effects of the Redomiciliation Transaction to U.S. Holders.” If an Electing Shareholder has made a QEF Election, it would instead include annually in gross income its pro rata share of the ordinary earnings 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 depend 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 constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including Nasdaq (a “MTM Election”). No assurance can be given that the Sono N.V. Shares are considered to be marketable stock for purposes of the MTM Election or whether the other requirements of this election are satisfied. If such an election is 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 discussed herein with respect to their Sono N.V. Shares in connection with the Redomiciliation Transaction or otherwise. Instead, in general, the 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 end 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 of 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 its 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 basis 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 other 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. Holder with respect to the first taxable year of its holding period for the PFIC stock, then the Section 1291 rules discussed above will apply to certain dispositions of, distributions on and other amounts taxable with respect to Sono N.V. Shares, including in connection with the Redomiciliation Transaction.

THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, INCLUDING THE APPLICATION OF THE RULES ADDRESSING OVERLAPS IN THE PFIC RULES AND THE SECTION 367(b) RULES AND THE RULES RELATING TO CONTROLLED FOREIGN CORPORATIONS. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), A MTM ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND WHETHER AND HOW ANY OVERLAP RULES APPLY, AND THE CONSEQUENCES TO THEM OF 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 owner of a Sono N.V. Share who or that is, for U.S. federal income tax purposes:

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

The Redomiciliation Transaction is not expected to result in any U.S. federal income 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 income tax consequences to Non-U.S. Holders.

The following describes U.S. federal income tax considerations relating to 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 not including certain distributions of shares or rights to acquire New Common Stock) made to a Non-U.S. Holder of Sono Delaware Stock, to the extent paid out of Sono Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute U.S. source dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, Sono Delaware or other applicable withholding 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 is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (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 distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the New Common Stock, which will be treated as described under “— Sale, Taxable Exchange or Other Taxable Disposition of Sono Delaware Stock” below.

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

In the case of any constructive distribution that is treated as dividend as 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. Holder by the applicable withholding agent, including cash distributions on other property or sale or redemption proceeds from Sono Delaware Stock or warrants or other property subsequently paid or credited to such Non-U.S. Holder. The withholding tax described above generally does 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 connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, such effectively connected dividends 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 income tax treaty providing otherwise. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “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 Stock

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

Unless an applicable treaty provides otherwise, gain described in the first bullet 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. resident. Any gains described in the first bullet point above of a corporate Non-U.S. Holder may also be subject to an additional “branch profits 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, such 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 in connection with the redemption) at a tax rate of 30%.