Sono Group N.V. Ownership Filing Amendment

TL;DR

Hahn updated his Sono Group ownership filing on 3/25, triggered by a 2/1 event.

AI Summary

Laurin Hahn, a key figure at Sono Group N.V., filed an amendment to Schedule 13D on March 25, 2024, indicating a change in beneficial ownership. The filing pertains to ordinary shares of Sono Group N.V. and was triggered by an event on February 1, 2024.

Why It Matters

This filing amendment provides updated information on the beneficial ownership of Sono Group N.V. shares, which is crucial for investors to understand control and potential influence over the company.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant ownership changes or activist intentions, which can lead to increased volatility and uncertainty for the company's stock.

Key Numbers

• 1 — Amendment Number (Indicates this is the first amendment to the original filing.)

Key Players & Entities

• Sono Group N.V. (company) — Subject company
• Laurin Hahn (person) — Filing person and authorized contact
• 0001171843-24-001571 (filing_id) — Accession number for the filing
• 20240325 (date) — Filing date
• February 1, 2024 (date) — Date of event requiring filing

FAQ

Filing Documents

• sc13da_032524hahn.htm (SC 13D/A) — 40KB
• exh_991.htm (EX-99.1) — 93KB
• exh_992.htm (EX-99.2) — 94KB
• sig1.jpg (GRAPHIC) — 27KB
• sig2.jpg (GRAPHIC) — 22KB
• lh.jpg (GRAPHIC) — 2KB
• jc.jpg (GRAPHIC) — 3KB
• mv.jpg (GRAPHIC) — 3KB
• tk.jpg (GRAPHIC) — 4KB
• dd.jpg (GRAPHIC) — 16KB
• cs.jpg (GRAPHIC) — 16KB
• jc_sig.jpg (GRAPHIC) — 3KB
• gol_sig.jpg (GRAPHIC) — 3KB
• ds1_sig.jpg (GRAPHIC) — 3KB
• ds2_sig.jpg (GRAPHIC) — 2KB
• 0001171843-24-001571.txt ( ) — 373KB

Identity and Background

Item 2. Identity and Background Paragraphs (b) and (c) of Item 2 of the Schedule 13D are hereby amended and restated in their entirety as follows: (b) The address for the Reporting Person is c/o Treucontrol Treuhand GmbH, Thomas-Wimmer-Ring 17, 80539 Munich, Germany. (c) The principal occupation of the Reporting Person is entrepreneurship after serving as the Co-Chief Executive Officer and member of the management board of the Issuer and as the Co-Chief Executive Officer and Managing Director of Sono Motors GmbH (the “Subsidiary”), in each case until January 31, 2024. The business address of the Issuer and the Subsidiary is Waldmeisterstraße 93, 80935 Munich, Germany.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended to add the following

Item 4 of the Schedule 13D is hereby amended to add the following: The Reporting Person entered into a Sale and Transfer Agreement dated February 1, 2024 (the “Sale and Transfer Agreement”) with Bambino 255. V V UG (“Transferee 1”), SVSE LLC (“Transferee 2”) and the Issuer, pursuant to which the Reporting Person sold and transferred (i) 7,187,500 Ordinary Shares to Transferee 1 and (ii) 9,108,553 Ordinary Shares and all of his High Voting Shares in the Issuer to Transferee 2. The transfers of the 1,578,947 High Voting Shares and the 9,108,553 Ordinary Shares to Transferee 2 were reflected in the Issuer’s share register on February 1, 2024 and March 25, 2024, respectively. The transfer of the 7,187,500 Ordinary Shares to Transferee 1 has not yet been formally effected but is expected to occur in the short term. In addition, Jona Christians entered into a Sale and Transfer Agreement with Transferee 1, Transferee 2 and the Issuer, pursuant to which Mr. Christians sold and transferred (i) 6,118,749 Ordinary Shares to Transferee 1 and (ii) 8,197,698 Ordinary Shares and all of his High Voting Shares in the Issuer to Transferee 2. The transfers of the 1,421,053 High Voting Shares and 8,197,698 Ordinary Shares to Transferee 2 were reflected in the Issuer’s share register on February 1, 2024 and March 25, 2024, respectively. The transfer of the 6,118,749 Ordinary Shares to Transferee 1 has not yet been formally effected but is expected to occur in the short term. Transferee 1 was designated, in connection with the Subsidiary’s prior self-administration proceedings, as trustee for the benefit of the Subsidiary’s creditors by the custodian. The Subsidiary exited its self-administration proceedings on February 29, 2024. Transferee 2 was designated by the Issuer as the transferee for the managing directors of the Issuer. At the Issuer’s extraordinary general meeting of shareholders that was held on January 31,

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: CUSIP No. N81409109 Schedule 13D Page 5 of 6 (a,b) The responses of the Reporting Person with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares (including but not limited to footnotes to such information) are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares as to which such Reporting Person has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference. As a result of entering into the Shareholder Commitment Letter, the Reporting Person may be deemed to be a member of a “group” pursuant to Section 13(d) of the Exchange Act with Jona Christians, who also entered into the Shareholder Commitment Letter and who is separately reporting beneficial ownership of shares of the Issuer on Schedule 13D. Jona Christians owns 10,687,500 Ordinary Shares of the Issuer, representing 9.8% of the Ordinary Shares of the Issuer. The Reporting Person and Jona Christians in the aggregate own 2,306,249 Ordinary Shares. This aggregate amount represents 18.7% of the outstanding Ordinary Shares of the Issuer (see footnote (3) to the table above for an explanation of the calculation). The information set forth in Items 2, 3 and 4 above is hereby incorporated by reference. See Item 4 of this Schedule 13D for a description of the sale and transfer agreements, pursuant to which the Reporting Person and Jona Christians have each agreed to sell and transfer certain of their respective Ordinary Shares to Transferee 1 and Transferee 2 for the benefit of, respectively, the creditors of the Subsidiary and members of the

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit No. Description Exhibit 99.1 (1) Sale and Transfer Agreement, dated February 1, 2024, by and among Laurin Hahn, Bambino 255. V V UG, SVSE LLC and Sono Group N.V. Exhibit 99.2 (1) Sale and Transfer Agreement, dated February 1, 2024, by and among Jona Christians, Bambino 255. V V UG, SVSE LLC and Sono Group N.V. (1) This exhibit contains a typographical error with respect to “Bambino 225. V V UG”. The correct legal name is “Bambino 255. V V UG”. CUSIP No. N81409109 Schedule 13D Page 6 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 25, 2024 By: /s/ Laurin Hahn Laurin Hahn

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View this SC 13D/A filing on SEC EDGAR