Bambino 255 V V UG Haftungsbeschrankt Files SC 13D for Sono Group N.V.

TL;DR

**Bambino 255 V V UG Haftungsbeschrankt is now a major player in Sono Group N.V. - watch this space.**

AI Summary

Bambino 255 V V UG haftungsbeschrankt has filed a Schedule 13D on June 14, 2024, indicating a change in beneficial ownership of Sono Group N.V. The filing does not disclose specific dollar amounts or the exact percentage of shares acquired, but it signifies a new significant stakeholder in the company.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing indicates a new significant shareholder, which can lead to increased volatility and potential strategic changes for Sono Group N.V.

Key Players & Entities

• Bambino 255 V V UG haftungsbeschrankt (company) — Filing Person
• Sono Group N.V. (company) — Subject Company
• Dr. Holger Ellers (person) — Authorized to Receive Notices
• Walter Van Dorn (person) — Copy to Counsel

FAQ

Key Financial Figures

• $109,046 — gregate purchase price of approximately $109,046 (converted from Euro to U.S. dollars ba
• $1.0814 — ebruary 1, 2024, which was €1.00 = $1.0814). The source of funds of the Reporting

Filing Documents

• ea0207913-13dbambino_sono.htm (SC 13D) — 40KB
• ea020791301ex99-1_sono.htm (EX-99.1) — 94KB
• ea020791301ex99-2_sono.htm (EX-99.2) — 94KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• ex99-1_002.jpg (GRAPHIC) — 3KB
• ex99-1_003.jpg (GRAPHIC) — 3KB
• ex99-1_004.jpg (GRAPHIC) — 2KB
• ex99-1_005.jpg (GRAPHIC) — 2KB
• ex99-1_006.jpg (GRAPHIC) — 3KB
• ex99-1_007.jpg (GRAPHIC) — 3KB
• ex99-1_008.jpg (GRAPHIC) — 4KB
• ex99-1_009.jpg (GRAPHIC) — 16KB
• ex99-1_010.jpg (GRAPHIC) — 16KB
• ex99-2_001.jpg (GRAPHIC) — 27KB
• ex99-2_002.jpg (GRAPHIC) — 22KB
• ex99-2_003.jpg (GRAPHIC) — 2KB
• ex99-2_004.jpg (GRAPHIC) — 3KB
• ex99-2_005.jpg (GRAPHIC) — 3KB
• ex99-2_006.jpg (GRAPHIC) — 4KB
• ex99-2_007.jpg (GRAPHIC) — 16KB
• ex99-2_008.jpg (GRAPHIC) — 16KB
• 0001213900-24-052916.txt ( ) — 434KB

Identity and Background

Item 2. Identity and Background This Statement is being filed by Bambino 255. V V UG (haftungsbeschränkt) (the “ Reporting Person ”). The principal address of the Reporting Person is c/o Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Markgrafenstraße 33, 10117 Berlin, Germany. The principal business of the reporting person is the acquisition, sale, holding and managing of investments in companies for its own account and on a fiduciary basis, as well as the fiduciary management of assets and/or contracts, except transactions or activities that require a license under the German Banking Act (KWG), as well as trade and utilization of assets. The Reporting Person has not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The Reporting Person acquired the 13,306,249Ordianry Shares reported herein as beneficially owned pursuant to the Sale and Transfer Agreement (as defined below) in connection with the Transactions (as defined below) at an aggregate purchase price of approximately $109,046 (converted from Euro 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 source of funds of the Reporting Person for the acquisition for the 13,306,249 Ordinary Shares reported herein was funds paid from the insolvency estate of Sono Motors GmbH, as provided for in the insolvency plan of Sono Motors GmbH, as approved by its creditors on December, 21, 2023, and confirmed by court order of the local court of Munich ( Amtsgericht München ) on the same day. 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 George O’Leary was appointed as the sole current member of the Issuer’s management board. The Subsidiary subsequently exited its self-administration proceedings on F

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) – (b) The responses to Rows 7 through 13 of the cover page 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. (c) Except as set forth in this Schedule 13D, the Reporting Person has not effected any transactions with respect to the shares of the Issuer during the past 60 days. (d) The Reporting Person is party to a trust agreement, pursuant to which it is obliged to forward the net proceeds from the realization of certain assets (including the Ordinary Shares) to the insolvency practitioner appointed as supervisor of the insolvency plan of Sono Motors GmbH, for distribution to the insolvency creditors of Sono Motors GmbH in accordance with the insolvency plan. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

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 Person, 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 the Reporting Person 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.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit No. Description Exhibit 99.1 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 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. 4 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. Dated: June 14, 2024 Signature: Bambino 255. V V UG (haftungsbeschränkt) By: /s/ Holger Ellers Name: Holger Ellers Title: Managing Director 5

View Full Filing

View this SC 13D filing on SEC EDGAR