SVSE LLC Files 13D for Sono Group N.V.

TL;DR

**SVSE LLC now a major player in Sono Group N.V. - watch this space!**

AI Summary

On April 11, 2024, SVSE LLC, through George O'Leary, filed a Schedule 13D regarding Sono Group N.V. The filing indicates a change in beneficial ownership, with SVSE LLC now holding a significant stake in the company. The specific date of the event requiring this filing was February 1, 2024.

Why It Matters

This filing signals a potential shift in control or influence over Sono Group N.V. by SVSE LLC, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty and potential volatility.

Key Players & Entities

• SVSE LLC (company) — Filing person
• George O'Leary (person) — Authorized contact and likely beneficial owner associated with SVSE LLC
• Sono Group N.V. (company) — Subject company
• 0001171843-24-001966 (dollar_amount) — Accession Number for the filing

FAQ

Key Financial Figures

• $65,877.54 — gregate purchase price of approximately $65,877.54 (converted from Euros to U.S. dollars b
• $1.0814 — d on February 1, 2024, which was 1.00 = $1.0814) . The shares were acquired in connecti

Filing Documents

• sc13d_032524.htm (SC 13D) — 68KB
• exh_991.htm (EX-99.1) — 94KB
• exh_992.htm (EX-99.2) — 93KB
• exh_993.htm (EX-99.3) — 228KB
• exh_994.htm (EX-99.4) — 197KB
• exh_995.htm (EX-99.5) — 3KB
• cs.jpg (GRAPHIC) — 16KB
• dd.jpg (GRAPHIC) — 16KB
• ds1_sig.jpg (GRAPHIC) — 3KB
• ds2_sig.jpg (GRAPHIC) — 2KB
• gol_sig.jpg (GRAPHIC) — 3KB
• jc.jpg (GRAPHIC) — 3KB
• jc_sig.jpg (GRAPHIC) — 3KB
• lh.jpg (GRAPHIC) — 2KB
• mv.jpg (GRAPHIC) — 3KB
• sig1.jpg (GRAPHIC) — 27KB
• sig2.jpg (GRAPHIC) — 22KB
• tk.jpg (GRAPHIC) — 4KB
• rosselli_sig.jpg (GRAPHIC) — 23KB
• olearysig.jpg (GRAPHIC) — 8KB
• rossellisig.jpg (GRAPHIC) — 15KB
• 0001171843-24-001966.txt ( ) — 891KB

Security and Issuer

Item 1. Security and Issuer The issuer of the shares is Sono Group N.V., a public company with limited liability under Dutch law ( naamloze vennootschap ) (the "Issuer"). The Issuer's shares consist of ordinary shares with a par value of 0.06 per share (the "Ordinary Shares") and high voting shares (the "High Voting Shares"). Each holder of Ordinary Shares is entitled to one vote per Ordinary Share and each holder of High Voting Shares is entitled to twenty-five votes per High Voting Share on all matters submitted to them for vote. High Voting Shares are convertible at any time by the holder thereof into Ordinary Shares on a one-for-one basis. Ordinary Shares are not convertible into High Voting Shares under any circumstances. The address of the principal executive offices of the Issuer is Waldmeisterstraße 93, 80935 Munich, Germany; its telephone number is +49 (0)89 4520 5818.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by SVSE LLC ("SVSE") and George O' Leary ("Mr. O'Leary" and together with SVSE, the "Reporting Persons"). (b) - (c) The principal business of SVSE is to make and hold investments in the Issuer. SVSE's principal place of business and principal office is 9800 Quaye Side Drive, Unit 105, Wellington FL 33411. The sole member of SVSE is Mr. O’Leary. The present principal occupation of Mr. O’Leary until April 5, 2024, is serving as Chief Financial Officer and member of the board of directors of HealthLynked Corp. The business address of HealthLynked Corp. is 1265 Creekside Pkwy, Suite 302, Naples, Florida 34108. In addition, Mr. O’Leary serves as Chief Executive Officer, Chief Financial Officer and Managing Director of the Issuer. Starting April 8, 2024, Mr. O’Leary assumed the roles of Chief Executive Officer and Chief Financial Officer on a full-time basis. The business address of the Issuer is Waldmeisterstraße 93, 80935 Munich, Germany. Mr. O’Leary is a United States citizen. (d) During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities (f) SVSE is a limited liability company organized under the laws of the State of Delaware. Mr. O'Leary is a citizen of the United States of America.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The 20,306,251 shares reported herein as beneficially owned by the Reporting Persons were acquired pursuant to the Sale and Transfer Agreement (as defined below) at an aggregate purchase price of approximately $65,877.54 (converted from Euros to U.S. dollars based on the European Central Bank's daily exchange rate reported on February 1, 2024, which was 1.00 = $1.0814) . The shares were acquired in connection with the Yorkville Agreements and the Transactions as described in Item 4, the information of which is hereby incorporated by reference into this Item 3. CUSIP No. N81409109 Schedule 13D Page 6 of 9

Purpose of Transaction

Item 4. Purpose of Transaction The Issuer entered into certain investment-related agreements (the "Yorkville Agreements"), effective November 20, 2023, between the Issuer and YA II PN, Ltd. ("Yorkville"), pursuant to which Yorkville committed to provide financing to the Issuer subject to the satisfaction of certain conditions precedent. The aim of the Yorkville Agreements and the transactions contemplated therein (the "Transactions") was the restructuring of the Issuer and Sono Motors GmbH, the Issuer's sole Subsidiary (collectively, the "Companies"), in connection with the Companies' respective self-administration proceedings in Germany. On January 31, 2024, the Issuer withdrew its application for its preliminary self-administration proceedings, and on the same day held an extraordinary general meeting of shareholders ("EGM") at which Mr. O'Leary was appointed as the sole current member of the Issuer's management board. The Subsidiary subsequently exited its self-administration proceedings on February 29, 2024. As a condition to the willingness of Yorkville to enter into the Yorkville Agreements and the Transactions, Laurin Hahn and Jona Christians – the Issuer's co-founders and former co-CEOs (collectively, the "Founders") – entered into a Shareholders Commitment Letter, effective as of November 20, 2023 (the "Shareholders Commitment Letter") with the Issuer and the Subsidiary. Under the terms of the Shareholders Commitment Letter, the Founders undertook to sell and transfer, in the aggregate, 17,306,251 Ordinary Shares and all of their High Voting Shares in the Issuer to the Issuer and/or the new members of the management board to be appointed for the Issuer. Pursuant to the terms of the Yorkville Agreements and in connection with the Transactions, the Founders entered into respective Sale and Transfer Agreements, each dated February 1, 2024 (collectively, the "Sale and Transfer Agreement"), with SVSE, Bambino 255. V V UG and the Issuer, pursuant to which the

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a,b) The responses of the Reporting Persons 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 Persons 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. The information set forth in Items 2, 3 and 4 above is hereby incorporated by reference. Mr. O’Leary, as the sole member of SVSE (based on and subject to his role as managing director of the Issuer through March 25, 2029), has voting and dispositive power with respect to the Ordinary Shares and High Voting Shares held by SVSE, the record holder of such securities. (c) Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions with respect to the shares of the Issuer during the past 60 days. (d) Except as disclosed in this Schedule 13D, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities. CUSIP No. N81409109 Schedule 13D Page 7 of 9 (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships With Respect

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information set forth in Items 3, 4, and 5 are hereby incorporated by reference in their entirety. To the best knowledge of the Reporting Persons, other than described in Items 3, 4, and 5 and this Item 6, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between either of the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, other than standard default and similar provisions contained in loan agreements. Pledge Agreement As a result of the Transactions, on November 17, 2023, the Issuer and Yorkville entered into a funding commitment letter (the “Funding Commitment Letter”), pursuant to which the Issuer agreed to issue to Yorkville certain debentures (the “Debentures”). In connection with the Funding Commitment Letter, on February 5, 2024, SVSE entered into a Pledge Agreement with Yorkville, pursuant to which SVSE agreed to pledge and grant to Yorkville a security interest in all of SVSE’s then owned and thereafter acquired, created or arising property (the “Pledged Collateral”) described as follows : (i) all of SVSE’s ownership interests in the Issuer and SVSE, as well as any successor entity thereto, including (a) all Ordinary Shares and High Voting Shares of the Issuer and membership interests in SVSE currently held or acquired in any matter at any time (collectively, the “Pledged Ownership Interests&rdq

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 Jona Christians, 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 Laurin Hahn, Bambino 255. V V UG, SVSE LLC and Sono Group N.V. Exhibit 99.3 Pledge Agreement, dated February 5, 2024, by and among SVSE LLC, YA II PN, Ltd. and the other pledgors party thereto from time to time. Exhibit 99.4 Security Agreement, dated February 5, 2024, by and among SVSE LLC and the other debtors party thereto from time to time, with and for the benefit and security of YA II PN, Ltd. Exhibit 99.5 Joint Filing Agreement, dated April 11, 2024, by and between the Reporting Persons. (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 9 of 9 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. SVSE LLC Date: April 11, 2024 By: /s/ George O'Leary Name: George O'Leary Title: Sole Member George O'Leary /s/ George O'Leary

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