What changed in this filing

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Item 1. Business

2026-04-01 compared with 2025-04-17 · 413 added, 593 removed, 831 unchanged (55% of the section changed)

Fiscal 2025 Overview and Subsequent Developments

During the year ended December 31, 2025, our business consisted of our legacy solar operations conducted through the Subsidiary.

Accordingly, references in this Item 1 to the terms “Sono Motors,” “Sono,” “the Companies,” “we,” “our,” “ours,” “ourselves,” “us” or similar terms, refer to Sono Group N.V.

together with the Subsidiary with respect to the fiscal years ended December 31, 2025 and 2024, and refer to Sono Group N.V.

with respect to subsequent developments as described below, unless the context requires otherwise.

Digital Asset Treasury

Subsequent to December 31, 2025, as previously announced by the Company, we established a digital asset treasury strategy and digital asset treasury policy (the “Treasury Strategy”).

Under the Treasury Strategy, the principal holding in the Company’s treasury reserve on its balance sheet will be allocated to digital assets, principally Bitcoin, by applying a covered-call yield strategy.

In connection with the Treasury Strategy, on March 10, 2026, the Company entered into an International Swaps and Derivatives Association, Inc.

(“ISDA”) 2002 ISDA Master Agreement, dated as of March 10, 2026 (the “ISDA Master Agreement”) with Blockchain.com (BVI) II Limited, a business company incorporated under the laws of the British Virgin Islands (“Blockchain.com”), facilitating the Company to enter into derivative and/or hedging transactions (collectively, the “Transactions”) to manage the risk associated with the Treasury Strategy.

The derivative and hedging transactions will be governed by the ISDA Master Agreement, including the related Schedule to the ISDA Master Agreement executed by the Company and Blockchain.com on March 10, 2026 (the “Schedule”).

The structure of the Transactions may include forwards, swaps, futures, options or other derivatives transactions in respect of digital assets.

Certain events of default will apply to the Transactions under the ISDA Master Agreement and Schedule, including, but not limited to, failure to pay or deliver, breach of the agreement, credit support default, cross-defaults and misrepresentation.

In addition, in connection with the ISDA Master Agreement, the Company and Blockchain.com entered into a Credit Support Annex to the Schedule to the ISDA Master Agreement, dated as of March 10, 2026 (the “Credit Support Annex”), which sets forth the terms and conditions upon which the Company will be required to deliver additional collateral to Blockchain.com (and Blockchain.com will be required to return collateral to the Company) depending upon the mark to market exposure under the ISDA Master Agreement and the value of the collateral.

The ISDA Master Agreement, the Schedule and the Credit Support Annex are governed by the laws of England and Wales.

The Company may use available liquidity, including proceeds from previously disclosed financing arrangements, to purchase Bitcoin and other digital assets, subject to applicable law and public disclosure requirements.

The Company intends to solicit the ratification by its shareholders of the engagement by the Company in the Treasury Strategy.

Exit from Legacy Solar Operations through Sono Motors GmbH

As previously announced by the Company, on March 14, 2026, our supervisory board resolved to terminate all current and future funding commitments to the Subsidiary and to exit the legacy solar operations conducted through the Subsidiary, with immediate effect.

The Company’s decision was driven by the Subsidiary’s historical lack of profitability, which has resulted in the Company having to continuously provide funding to the Subsidiary, and thus incur losses, and a determination by the supervisory board that there was not a clear path for the Subsidiary to achieve profitability in a reasonably desirable timeframe and thus, avoid future losses by the Company.

This decision was made in conjunction with the decision on March 14, 2026 by the Company’s management board, with the approval of the supervisory board, to adopt the Treasury Strategy.

The Treasury Strategy is projected to generate cash flow for the Company in the first year of its execution.

The Company is also exploring other strategic alternatives to maximize shareholder value.

The Company is currently unable to make a good faith estimate of the total costs and charges, if any, that may be incurred in connection with the cessation of funding to the Subsidiary and the exit from the Company’s legacy solar business.

The determination of any such costs is subject to significant uncertainties, including, among other things, the timing, scope and manner of any actions undertaken with respect to the Subsidiary following the cessation of funding, as well as the extent of any obligations of the Company in connection therewith.

Potential costs, if any, may include legal, advisory and other professional fees and expenses associated with activities relating to the Subsidiary.

Any such costs and expenditures, if incurred, are expected to be reduced by cash flow to the Company from the Treasury Strategy.

Overview of Legacy Solar Operations through Sono Motors GmbH

We believe we are a pioneer in the field of solar-powered mobility applications.

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Additionally, we adjusted our distribution strategy and increased our focus on direct collaborations with original equipment manufacturers (“OEMs”) and certain partners including cooling unit and battery manufacturers.

Building on a series of pilot projects, we aim to collaborate with OEMs and certain partners to integrate our complete solar solutions and standalone solar products into vehicle structures, and are currently working toward collaborations with several OEMs for specific vehicles, which could enable customers to select solar-powered options at the time of vehicle or trailer purchase.

This approach is designed to enhance accessibility and scalability while streamlining adoption for commercial fleets.

The global demand for energy-efficient and low-emission vehicle solutions continues to grow, fueled by government regulations, rising energy costs and corporate sustainability commitments.

We believe our product offerings and our technology, together with our increased focus on OEM collaborations, position us to benefit from this transformation, with scalable solutions capable of meeting fleet operators’ needs today and in the future.

As we continue to refine and expand our product offerings, we intend to broaden OEM partnerships, enhance system efficiency and explore additional market opportunities in the evolving transportation sector.

Building on a series of pilot projects, we aimed to collaborate with OEMs and certain partners to integrate our complete solar solutions and standalone solar products into vehicle structures, and work toward collaborations with several OEMs for specific vehicles, which could enable customers to select solar-powered options at the time of vehicle or trailer purchase.

This approach was designed to enhance accessibility and scalability while streamlining adoption for commercial fleets.

Solar Technology

We consider our technological achievements to be at the core of our business activities and key to our future success.

We have developed several innovative technologies for use in the mobility area and have been approached by a number of companies, such as manufacturers of trucks, commercial vehicle equipment and public transport operators, to provide them with access to our technology.

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Our solar technology allows for full solar integration in all kinds of vehicles, and while our initial focus, following the restructuring of our business and the pivot of our business model, was on low-voltage solar retrofit solutions for commercial vehicles, such as our Solar Bus Kit, we expanded our offerings in 2025 to include high-voltage solutions for commercial vehicles with larger energy demands.

In addition, we have increased our focus on commercializing complete solar solutions as well as standalone solar products and services, and on direct collaborations with OEMs.

In addition, we increased our focus on commercializing complete solar solutions as well as standalone solar products and services, and on direct collaborations with OEMs.

In the process of developing the Sion, we soon realized that the solar technology that was available at the time was not well-suited for mobility applications.

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Manufacturers may also use our technology for new production vehicles.

We have built a strong and diverse intellectual property portfolio, with 9 granted patents, 21 PCT applications, 36 non-PCT patent applications and 3 utility models, collectively forming 38 patent families.

We have built a strong and diverse intellectual property portfolio, with 9 granted patents, 3 international Patent Cooperation Treaty (“PCT”) applications, 28 non-PCT patent applications or European patent (“EP”) applications and 3 utility models, collectively forming 26 patent families (i.e., independent inventions).

Our patents cover critical innovations across key areas of vehicle-integrated photovoltaics (“ViPV”), solar energy conversion and power management systems.

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The application of these semi-flexible, light-weight modules on the exterior of vehicles has little influence on the substructure, design or homologation and type approval processes, which eases an integration of the solar technology.

We currently focus on multiple use cases for our ViPV products and offer a range of solar integration solutions, including our Solar Bus Kit and our solar kits for trucks, vans, RVs, refrigeration trailers and other applications.

In fiscal year 2025 we focused on multiple use cases for our ViPV products and offer a range of solar integration solutions, including our Solar Bus Kit and our solar kits for trucks, vans, RVs, refrigeration trailers and other applications.

A ViPV approach involves the integration of specific types of semi-flexible solar modules into the vehicle.

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In addition, multiple MCUs can be connected to work with systems with higher power, such as eBuses and trailers.

We are currently focusing on two variants of our MCU:

We have focused on two variants of our MCU:

High Voltage System:

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In addition, the multi-channel architecture ensures that vehicles stay below 60V DC to comply with low voltage directives allowing, for example, an easy integration in a vehicle’s architecture and retrofitting.

By prioritizing OEM collaborations, we aim to make solar integration a factory-installed feature, offering a scalable, high-efficiency solution for refrigerated trailers, electric buses and other use cases.

Following the further development of our high voltage MCU to support both 400V and 800V architectures, we recently adjusted our distribution strategy and increased our focus on high voltage solar solutions, in particular for OEM applications, with a goal to make solar integration a factory-installed feature, offering a scalable, high-efficiency solution for refrigerated trailers, electric buses and other use cases.

Principal Products and Services

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Research and Development

We believe that keeping pace with advances and changes in electric vehicle technology is and will be crucial to our success.

Our development strategy focuses on developing our key technologies and innovations in-house, where we benefit from the expertise of our highly-qualified development team.

This allows us to ensure that the key technologies and innovations reflect our core values and vision of sustainable and affordable electric mobility.

We cooperate, or intend to cooperate, with renowned research institutions to combine our expertise in selected areas.

For example, we are continuing our participation in public funding projects and collaborations with renowned research institutes like Fraunhofer and Tecnalia.

Our development strategy has focused on developing our key technologies and innovations in-house, where we benefit from the expertise of our highly-qualified development team.

This has allowed us to ensure that the key technologies and innovations reflect our core values and vision of sustainable and affordable electric mobility.

We have cooperated with renowned research institutions to combine our expertise in selected areas.

For example, we have continued our participation in public funding projects and collaborations with renowned research institutes like Fraunhofer and Tecnalia.

Manufacturing and Supply Chain

We employ a lean and capital-efficient approach to manufacturing, leveraging strategic supplier partnerships while maintaining full control over design, development and intellectual property.

This model allows us to optimize both costs and performance while ensuring scalability to meet increasing market demand.

We have employed a lean and capital-efficient approach to manufacturing, leveraging strategic supplier partnerships while maintaining full control over design, development and intellectual property.

This model has been designed to optimize both costs and performance while ensuring scalability to meet increasing market demand.

Solar Module and Component Manufacturing

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This flexibility supports our evolving OEM collaborations and allows us to align production with market developments while maintaining cost efficiency and quality at the core.

Regulatory Environment

Competitive Landscape

While the market for solar technology solutions for all kinds of stationary applications is highly competitive, the competitive landscape for vehicle-integrated solar solutions remains relatively niche.

Based on a survey conducted by our business intelligence team, we have identified a few competitors particularly relevant to us, including KRSolar B.V.

(d/b/a wattlab), Im Efficiency B.V., Green Energy Solutions, OPES and TRAILAR, with regards to retrofit solutions like our solar kits, and SolarEdge E-Mobility and Victron Energy B.V., with regards to our solar power electronics, or MCU.

We believe that the following factors differentiate us and our products from these competitors:

The high efficiency of our solar integration products, which results from our in-house developed solar charge converter, or MCU and our reliance on advanced cell technology that provides high energy density at a competitive cost, allowing our systems to maximize solar yield relative to installed power;

The flexibility of our product portfolio, which spans both high-voltage and low-voltage applications, making our technology adaptable for OEM integration.

Unlike many competitors focused solely on low-voltage or aftermarket solutions, we offer scalable solar integration for a broader range of commercial vehicles;

The convenience and safety of our solar integration product, which result from a standardized, low-effort regulatory approval process and a modular and scalable system design, which can be efficiently rolled out to every workshop or production facilities with our installation training support;

Our strategic focus on OEM collaborations further differentiates us, as we work directly with vehicle manufacturers to integrate solar technology into their production lines, rather than solely relying on aftermarket installations.

Regulatory Environment for Our Legacy Solar Operations

Our industry and business operations are subject to various laws, rules and regulations at international, national, state and municipal levels, which may affect, directly or indirectly, our operations or our industry.

Also taking into account the fact that we expect our prospective customers to be primarily fleet operators and automotive suppliers or manufacturers, such laws, rules and regulations include laws on vehicle approval and homologation, laws on vehicle road safety, environmental laws, laws on vehicle emissions and renewable energies, consumer protection laws, product warranty and product liability laws, intellectual property and copyright laws, labor and employment protection laws, export control regulations, trade and economic sanctions and embargoes on certain countries, persons, groups and/or entities, projects and/or activities, competition and antitrust laws, tax laws and criminal laws (e.g.

Also taking into account the fact that our customers have primarily been fleet operators and automotive suppliers or manufacturers, such laws, rules and regulations include laws on vehicle approval and homologation, laws on vehicle road safety, environmental laws, laws on vehicle emissions and renewable energies, consumer protection laws, product warranty and product liability laws, intellectual property and copyright laws, labor and employment protection laws, export control regulations, trade and economic sanctions and embargoes on certain countries, persons, groups and/or entities, projects and/or activities, competition and antitrust laws, tax laws and criminal laws (e.g.

anti-money laundering and anti-corruption laws).

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Vehicle Approval/Road Safety

Depending on the exact use of our products and solutions by prospective customers, which we expect to consist primarily of fleet operators and automotive suppliers and/or manufacturers, our solar modules and other solar technology solutions may be covered by compliance requirements applicable to these customer groups under product-related regulatory frameworks and approval by the relevant government authorities.

Depending on the exact use of our products and solutions by customers, our solar modules and other solar technology solutions may be covered by compliance requirements applicable to these customer groups such as fleet operators and automotive suppliers and/or manufacturers under product-related regulatory frameworks and approval by the relevant government authorities.

Vehicles and vehicle components are required to comply with substantial licensing, certification, approval, permit and other homologation requirements in all relevant markets in which they operate, as well as numerous and continually increasing technical product requirements.

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The Batteries Directive requires manufacturers and distributors of batteries to bear a significant amount of the costs associated with proper collection and disposal of end-of-life batteries.

The new EU regulation on batteries (the “Batteries Regulation”) will repeal and replace the Batteries Directive in 2025.

The new EU regulation on batteries (the “Batteries Regulation”) repealed and replaced the Batteries Directive on August 18, 2025.

The Batteries Regulation aims to ensure that batteries have a low carbon footprint, use minimal harmful substances, need less raw materials from non-EU countries, and are collected, reused and recycled to a high degree in Europe.

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Cross-border Import and Export of Products

Sales of our products and solutions may be subject to export control and sanction regulations, as well as trade policy measures, such as tariffs.

We may be required to comply with export control regulations, trade and economic sanctions restrictions and embargoes imposed by multiple authorities, such as the United Nations, the EU and the United States.

In addition, the EU, United States and other applicable sanctions and embargo laws and regulations vary in their application (and may be inconsistent):

they do not all apply to the same covered countries, persons, groups and/or entities, projects and/or activities, and such sanctions and embargo laws and regulations may be amended or strengthened from time to time.

Sales of our products and solutions have been subject to trade policy measures, such as tariffs.

Within our primary target market, the EU’s internal market, the principle of free movement of goods applies.

When importing goods from, and exporting goods to, non-EU countries, we will have to comply with national and European foreign trade and customs regulations.

Various countries may impose tariffs on products and/or materials imported from other jurisdictions.

Any tariffs imposed in markets where we market and sell, or intend to market and sell, our solar solutions could affect the prices of our products and negatively impact our sales and ability to compete in those markets.

When importing goods from, and exporting goods to, non-EU countries, we have had to comply with national and European foreign trade and customs regulations.

Various countries impose tariffs on products and/or materials imported from other jurisdictions.

Any tariffs imposed in markets where we market and sell our solar solutions affect the prices of our products and negatively impact our sales and ability to compete in those markets.

Data Protection and Privacy

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securities laws.

Regulatory Environment for Our Digital Asset Treasury Strategy

Subsequent to December 31, 2025, we adopted the Treasury Strategy.

Under the Treasury Strategy, we intend to use the net proceeds from our recent financings to purchase or otherwise acquire Bitcoin (BTC) and other digital assets and to establish digital asset treasury operations.

The regulatory regime for digital assets in the U.S.

and elsewhere is uncertain.

There is ongoing scrutiny and limited formal guidance from regulatory agencies, including Nasdaq and the SEC, with respect to the treatment of public company cryptocurrency strategies.

If regulatory changes or interpretations require us to register as a money services business with The Financial Crimes Enforcement Network (FinCEN) under the U.S.

Bank Secrecy Act, or as a money transmitter under state laws, we may be subject to extensive regulatory requirements, resulting in significant compliance costs and operational burdens.

In such a case, we may incur extraordinary expenses to meet these requirements or, alternatively, may determine that continued operations are not viable.

If we decide to cease certain operations in response to new regulatory obligations, such actions could occur at a time that is unfavorable to investors.

federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of BTC or the ability of individuals or institutions such as us to own or transfer BTC and utilize blockchain-based applications on networks such as Bitcoin.

For example, the U.S.

executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others, have been active in recent years, and in the United Kingdom, the Financial Services and Markets Act 2023 became law.

Additionally, legislative and regulatory priorities may change depending on changes in leadership, as evidenced by recent and proposed initiatives such as the Genius Act of 2025, the anticipated Digital Asset Market Clarity Act, and updates to the Commission’s Regulatory Flexibility Agenda.

It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC, Commodity Futures Trading Commission (“CFTC”), or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions.

It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and BTC specifically.

Competitive Landscape for Our Digital Asset Treasury Strategy

As a result of our Bitcoin-focused strategy, we expect our assets to be concentrated in BTC holdings.

There are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms.

In addition, digital assets other than BTC, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, may emerge or grow in popularity.

If the mechanisms or network effects on alternative blockchain platforms are perceived as superior to the Bitcoin network, those digital assets could gain market share relative to Bitcoin.

The intended concentration of our BTC holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets.

See the section herein entitled “Risk Factors”.

Intellectual Property

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(3) Solar electric vehicle systems

Our patent portfolio is currently comprised of 38 patent families (i.e., independent inventions), which include 9 granted patents, 21 international (PCT) applications, 36 regional or national applications and 3 utility models.

Our patent portfolio, held at the Subsidiary level, currently comprises 26 patent families (i.e., independent inventions), which include 9 granted patents, 3 PCT applications, 28 non-PCT national or EP applications and 3 utility models.

The content of the patent families can be categorized by vehicle integrated photovoltaic components or manufacturing processes, solar electric vehicle systems, solar charge converters and Sion-related non-PV inventions, which are reflected in the above graphic as ViPV, SEV, MCU and Sion-only, respectively.

As presented above, most of the applications are related to ViPV and SEV.

Due to the cost-intensive nature of the patent application process and in accordance with the change in our business model to focusing exclusively on integrating our solar technology into third-party vehicles, we continuously reevaluate the composition of our patent portfolio to ensure alignment with our core products and target markets.

As part of this ongoing assessment, we may decide to discontinue or terminate patents and patent applications that no longer support our most promising applications and strategic priorities.

See “ Item 1A.

Risk Factors — Risks Related to Our Business and Operations — We depend on the adequate protection of our intellectual property, which can be difficult and costly ” .

Human Capital Resources

As of March 28, 2025, we employ 43 individuals, of which 34 are full-time employees across engineering, product development, business operations and corporate functions.

In line with our streamlined operational approach and strategic focus on key partnerships, we have implemented a reduction in workforce.

Effective July 2025, our workforce will consist of approximately 36 individuals, of which 25 will be full-time employees.

There may be further reductions in our workforce depending on the extent to which we are able to scale our business in the future.

These adjustments are part of our efforts to increase efficiency, align resources with our current business priorities and ensure long-term sustainability.

Our team, with expertise in the areas of renewable energy, vehicle integration and power electronics, is instrumental in advancing our solar mobility solutions.

We prioritize attracting and retaining top talent in the field of solar technology and vehicle electrification, fostering a collaborative and innovation-driven work environment.

To support our workforce, we provide ongoing training and professional development programs, ensuring employees stay at the forefront of solar mobility advancements.

Our lean organizational structure allows for operational agility and efficiency, enabling us to scale resources in line with business growth while maintaining a strong commitment to innovation and sustainability.

Competitive Landscape

Based on a survey conducted by our business intelligence team, we have identified a few competitors particularly relevant to us, including KRSolar B.V.

We believe that the following factors differentiate us and our products from these competitors:

The flexibility of our product portfolio, which spans both high-voltage and low-voltage applications, making our technology adaptable for OEM integration.

Unlike many competitors focused solely on low-voltage or aftermarket solutions, we offer scalable solar integration for a broader range of commercial vehicles;

Seasonality and Business Cycles

We generally experience the same effects of seasonality as other companies in our sector in Germany, realizing a slowdown of business activities during the summer holiday season in August, as well as at year end and the start of the new year as a result of holidays.

Additionally, demand for our solar mobility solutions may be influenced by fleet procurement and budget cycles, as municipal and corporate customers often make capital expenditure decisions at specific points in the fiscal year.

Similarly, OEM production planning and model year changes may impact the timing of solar kit integration into vehicle platforms.

While seasonality does not significantly affect our long-term business model, these factors may cause fluctuations in order intake and revenue recognition across quarters.

As of March 25, 2026, the Subsidiary employs 23 individuals, of which 15 are full-time employees across engineering, product development, business operations and corporate functions.

In addition, although the Company currently has no employees, we do have consulting arrangements with our two executive officers.

In line with our streamlined operational approach and strategic focus on key partnerships, the Subsidiary has over the last year implemented a reduction in workforce.

There may be further reductions in its workforce as a result of the termination by the Company of all current and future funding commitments to the Subsidiary and the decision to exit the legacy solar operations conducted through the Subsidiary.

Corporation Information

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The Company is incorporated in the Netherlands and our business address is Waldmeisterstraße 93, 80935 Munich, Germany.

Our Ordinary Shares have been quoted on the OTCQB since July 2, 2024 and are currently quoted under the symbol “SEVCF”.

On September 4, 2025, the Company received notice from the Nasdaq Stock Market LLC (“Nasdaq”) that our Ordinary Shares have been approved for listing on Nasdaq.

The Ordinary Shares commenced trading on Nasdaq Capital Market on September 5, 2025 under the ticker symbol “SSM”.

Following our initial public offering (our “IPO”) in November 2021, our Ordinary Shares were traded on the Nasdaq Global Market under the symbol “SEV”.

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On February 15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the SEC to complete the delisting.

The Company is currently pursuing an uplisting to the Nasdaq Capital Market, subject to its satisfaction of the initial listing requirements, with the goal of enhancing liquidity, broadening investor access and increasing visibility in the capital markets.

See “ Item 1A.

Risk Factors — Risks Related to Our Securities — Following the delisting of our Ordinary Shares from the Nasdaq Global Market in February 2024, we may not be able to meet the initial listing requirements for admission of our Ordinary Shares to trading on a stock exchange in the future or to pay for the costs associated with such an initial listing, and therefore may not be able to have our Ordinary Shares admitted to trading on a stock exchange in the future ” and “ Item 1A.

Risk Factors — Risks Related to the Yorkville Commitment, the Debt Conversion and our former Self-Administration Proceedings — The Company ’ s visibility, credibility, stock price, and trading volume, as well as investor confidence, may further decrease as a result of the delisting of the Company ’ s securities from the Nasdaq Global Market ”.

As a result, on July 2, 2024, our Ordinary Shares commenced quoting on the OTCQB under the ticker symbol “SEVCF.” Following the Reverse Share Split (as defined below), we successfully pursued the uplisting of our Ordinary Shares to the Nasdaq Capital Market as described above.

There is no assurance, however, that we will be able to satisfy the continued listing requirements of the Nasdaq Capital Market.

See “ Risk Factors — Risks Related to Our Securities — Following the listing of our Ordinary Shares on the Nasdaq Capital Market in September 2025, we may not be able to meet the continuing listing requirements of the Nasdaq Capital Market and therefore may not be able to have our Ordinary Shares traded on Nasdaq or other national stock exchange in the future ”.

On December 23, 2024, the Company amended its articles of association to implement a reverse share split (the “Reverse Share Split”) of our Ordinary Shares and high voting shares (the “High Voting Shares”) at a ratio of 1-for-75.

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On December 30, 2024, the Company and Yorkville committed to a new financing arrangement and entered into the Securities Purchase Agreement, pursuant to which Yorkville committed to provide limited financing to the Company in the amount of $5 million (the “Yorkville Commitment”), subject to certain conditions and limitations, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

On February 12, 2025, the Company and Yorkville amended the Securities Purchase Agreement by way of the First Omnibus Amendment (as defined herein), which provided for, among other things, an immediate advance of $1,000,000 of the Yorkville Commitment in the form of the First Advance Debenture (as defined herein).

The commitments made by Yorkville in the Securities Purchase Agreement and the First Omnibus Amendment effectively satisfy any and all obligations of the Investor to provide additional funding to the Company under the Funding Commitment Letter.

Subsequently, on March 25, 2025, pursuant to the Third Omnibus Amendment (as defined herein), Yorkville provided a second immediate advance of $1,000,000 in the form of the Second Advance Debenture (as defined herein).

On April 24, 2025, pursuant to the Fourth Omnibus Amendment (as defined herein), Yorkville provided a third immediate advance of $500,000 in the form of the Third Debenture (as defined herein).

On May 26, 2025, pursuant to the Fifth Omnibus Amendment (as defined herein), Yorkville provided a fourth immediate advance of $750,000 in the form of the Fourth Debenture (as defined herein).

On August 6, 2025, pursuant to the Eighth Omnibus Amendment (as defined herein), Yorkville provided a fifth immediate advance of $190,000 in the form of the Fifth Debenture (as defined herein).

On August 15, 2025, pursuant to the Ninth Omnibus Amendment (as defined herein), Yorkville provided a sixth immediate advance of $350,540 in the form of the Sixth Debenture (as defined herein).

On September 5, 2025, pursuant to the Tenth Omnibus Amendment (as defined herein), the Company and Yorkville agreed to, among other things, to (1) increase the aggregate principal amount of the New Convertible Debenture (as defined herein) by an additional $2,200,000 for a total of $7,200,000, (2) provide for an immediate advance by Yorkville to the Company of $3,409,460 in the form of the Seventh Debenture (as defined herein).

On September 5, 2025, pursuant to an Exchange Agreement, as amended, and as a result of the receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market on September 4, 2025, the Company issued 1,401 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Debentures (as defined herein), the new convertible debentures issued to Yorkville on February 5, 2024 and August 30, 2024 (the “2024 Debentures”), the Seventh Debenture and all of the other Advance Debentures (as defined herein).

The Preferred Shares are convertible into Ordinary Shares at 85% of the lowest daily volume weighted average price of the Ordinary Shares during the 10 consecutive trading days immediately preceding the conversion date.

As part of the commitment, Yorkville has agreed to a conversion price floor of $4.00 for six months and $1.00 thereafter.

For more information on the Yorkville Commitment, see “ Item 1.

Business — Financing Arrangements with Yorkville — The Yorkville Commitment ” .

If we are not able to successfully access the unfunded portion of the Yorkville Commitment as planned, in the absence of substantial additional sources of external funding, we would be required to curtail our operations, which could adversely affect our business, results of operations, financial position and cash flows and may ultimately lead to insolvency and liquidation.

See “ Item 1A.

Risk Factors — Risks Related to the Yorkville Commitment, the Debt Conversion and our former Self-Administration Proceedings — If the Company is not able to access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion as contemplated in the Exchange Agreement, in the absence of substantial additional sources of external funding, we would be required to curtail our operations, which could adversely affect our business, results of operations, financial position and cash flows and may ultimately lead to insolvency and liquidation ”.

Financing Arrangements with Yorkville

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In mid-November 2023, in the context of the former Self-Administration Proceedings and in connection with the First Commitment, the Companies and Yorkville entered into the Yorkville Investment Agreements.

In addition to the Restructuring Agreement between the Company and Yorkville, which was amended on February 2, 2024 and February 5, 2024, the agreements included (i) an agreement between the Company and the Subsidiary pursuant to which a settlement amount was agreed for intercompany claims (the “Settlement Agreement”), (ii) an agreement between the Company and the Subsidiary relating to the satisfaction of intercompany claims, the further financing of the Subsidiary by the Company and key aspects of the Subsidiary Self-Administration Proceedings and the Plan (the “Continuation Agreement”), (iii) the Funding Commitment Letter, as subsequently amended, between the Company and Yorkville pursuant to which Yorkville committed to provide the Company with sufficient financial resources to fund the business operations of the Companies pursuant to an agreed upon budget, (iv) an agreement between the Company and Yorkville to postpone the repayment date of the convertible debentures with an aggregate principal amount of $31.1 million issued by the Company to Yorkville in December 2022 (the “2022 Convertible Debentures”) to July 1, 2025, with the possibility of further extensions at Yorkville’s discretion (the “Prolongation Agreement”), (v) an agreement between the Sono Group founders, Laurin Hahn and Jona Christians (the “Founders”), the Company and the Subsidiary pursuant to which the Companies were entitled to request that each of the Founders enters into a share sale and transfer agreement (the “Sale and Transfer Agreements”) under the terms of which the respective Founder would sell and transfer, if so requested, a portion of their Ordinary Shares to a trustee to be appointed for the benefit of the Subsidiary’s creditors and a portion of their Ordinary Shares and all of their High Voting Shares to the new members of the management board to be appointed for the Company (the “Shareholders Commitment Letter”), (vi) Sale and Transfer Agreements executed by each of the Founders to carry out the transfers contemplated in the Shareholders Commitment Letter, and (vii) a back-to-back letter of comfort from the Company to the Subsidiary, which was subsequently amended on May 8, 2024, to provide funding for the Subsidiary’s business operations, with an initial focus on the Solar Bus Kit and similar retrofit solar products (as amended from time to time, the “Back-to-Back Letter of Comfort”).

The funds to be provided under the Back-to-Back Letter of Comfort are provided by way of intercompany loans.

In addition to the Restructuring Agreement between the Company and Yorkville, which was amended on February 2, 2024 and February 5, 2024, the agreements included (i) an agreement between the Company and the Subsidiary pursuant to which a settlement amount was agreed for intercompany claims (the “Settlement Agreement”), (ii) an agreement between the Company and the Subsidiary relating to the satisfaction of intercompany claims, the further financing of the Subsidiary by the Company and key aspects of the Subsidiary Self-Administration Proceedings and the Plan (the “Continuation Agreement”), (iii) the Funding Commitment Letter, as subsequently amended, between the Company and Yorkville pursuant to which Yorkville committed to provide the Company with sufficient financial resources to fund the business operations of the Companies pursuant to an agreed upon budget, (iv) an agreement between the Company and Yorkville to postpone the repayment date of the convertible debentures with an aggregate principal amount of $31.1 million issued by the Company to Yorkville in December 2022 (the “2022 Debentures”) to July 1, 2025, with the possibility of further extensions at Yorkville’s discretion (the “Prolongation Agreement”), (v) an agreement between the Sono Group founders, Laurin Hahn and Jona Christians (the “Founders”), the Company and the Subsidiary pursuant to which the Companies were entitled to request that each of the Founders enters into a share sale and transfer agreement (the “Sale and Transfer Agreements”) under the terms of which the respective Founder would sell and transfer, if so requested, a portion of their Ordinary Shares to a trustee to be appointed for the benefit of the Subsidiary’s creditors and a portion of their Ordinary Shares and all of their High Voting Shares to the new members of the management board to be appointed for the Company (the “Shareholders Commitment Letter”), (vi) Sale and Transfer Agreements executed by each of the Founders to carry out the transfers contemplated in the Shareholders Commitment Letter, and (vii) a back-to-back letter of comfort from the Company to the Subsidiary, which was subsequently amended on May 8, 2024, to provide funding for the Subsidiary’s business operations, with an initial focus on the Solar Bus Kit and similar retrofit solar products (as amended from time to time, the “Back-to-Back Letter of Comfort”).

The funds provided under the Back-to-Back Letter of Comfort were provided by way of intercompany loans.

Pursuant to the Yorkville Investment Agreements and following the satisfaction of certain conditions precedent, Yorkville funded the First Tranche of €4.0 million, or approximately USD 4.3 million, on February 6, 2024.

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Under the terms of the Funding Commitment Letter, Yorkville had committed to secure the financing of the Companies’ expected operational costs through the end of the second quarter of 2025, with financings being provided by way of new interest-bearing convertible debentures.

The new convertible debentures issued to Yorkville on February 5, 2024 and August 30, 2024 in connection with the fundings of the First Tranche and Second Tranche will mature on July 1, 2025 and August 20, 2025, respectively.

The Company issued the 2024 Debentures to Yorkville on February 5, 2024 and August 30, 2024, with maturity dates of July 1, 2025 and August 20, 2025, respectively, in connection with the fundings of the First Tranche and Second Tranche.

On December 30, 2024, the Company and Yorkville committed to a new financing arrangement in the form of the Yorkville Commitment that replaces, and satisfies, Yorkville’s remaining obligations under the Funding Commitment Letter.

The advance fundings from Yorkville in 2025 in the form of the First Advance Debenture and the Second Advance Debenture were provided in connection with the new funding arrangement.

The advance fundings from Yorkville in 2025 in the form of the Advance Debentures were provided in full in connection with the new funding arrangement, as amended.

For more information on the Yorkville Commitment, see “ Item 1.

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(3) a proposal to reduce the nominal value per High Voting Share to €0.25 per High Voting Share (after giving full effect to the aforementioned reverse share split) without repayment or any other payment by the Company to shareholders;

and (4) a proposal to authorize one or more amendments to the Company’s articles of association, in such a manner that, with each amendment, the authorized capital of the Company is amended to facilitate the issue shares under the 2022 Convertible Debentures and the subsequent convertible debentures issued to Yorkville.

and (4) a proposal to authorize one or more amendments to the Company’s articles of association, in such a manner that, with each amendment, the authorized capital of the Company is amended to facilitate the issue shares under the 2022 Debentures and the subsequent convertible debentures issued to Yorkville.

The measures identified in clauses (1) - (3) of the preceding sentence were implemented in December 2024 in connection with the Reverse Share Split, except that the nominal value our Ordinary Shares was reduced to €0.02 per Ordinary Share and the nominal value of our High Voting Shares was reduced to €0.50 per High Voting Share, which was necessary for the Company to remain compliant with Dutch mandatory corporate law provisions in respect of minimum capital requirements.

Following the satisfaction of the conditions precedent to the Debt Conversion and in connection with the creation and issuance of the Preferred Shares (as defined herein), it is the Company’s intention to lower the nominal value of each Ordinary Share from €0.02 per Ordinary Share to €0.01 per Ordinary Share and the nominal value of each High Voting Share from €0.50 per High Voting Share to €0.25 per High Voting Share and therewith to fully implement and perfect the items (2) and (3).

Following the satisfaction of the conditions precedent to the Debt Conversion and in connection with the creation and issuance of the Preferred Shares (as defined herein), and in accordance with the approved amendments to the Company’s articles of association the nominal value of each Ordinary Share was lowered from €0.02 per Ordinary Share to €0.01 per Ordinary Share and the nominal value of each High Voting Share was lowered from €0.50 per High Voting Share to €0.25 per High Voting Share and therewith to fully implement and perfect the items (2) and (3).

The Yorkville Commitment

In late December 2024, the Company and Yorkville entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company agreed to sell and issue to Yorkville a new convertible debenture (the “New Commitment Debenture”) in the aggregate principal amount of $5 million.

The issuance and sale of the New Commitment Debenture is subject to certain conditions and limitations, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

The New Commitment Debenture, when issued, will mature on the one-year anniversary of the issuance date of the New Commitment Debenture.

Further, interest will accrue on the outstanding principal balance of the New Commitment Debenture at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the New Commitment Debenture) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the New Commitment Debenture into Ordinary Shares at the lower of (x) a price per Ordinary Share equal to $18.75 (as adjusted for the Reverse Share Split) (the “Fixed Conversion Price”) or (y) 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Conversion Price”);

provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the New Commitment Debenture) then in effect and the nominal value of one Ordinary Share.

On December 30, 2024, the Company and Yorkville also entered into an exchange agreement (the “Exchange Agreement”), pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 shares of preferred stock of the Company (the “Preferred Shares”), each with a nominal value of €300, to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Convertible Debentures, the new convertible debentures issued to Yorkville on February 5, 2024 and August 30.

2024 (the “2024 Debentures”), the New Commitment Debenture (if issued) and the Advance Debentures (as defined herein) (the “Debt Conversion”).

The closing of the transactions contemplated by the Exchange Agreement are subject to certain conditions precedent, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

On February 12, 2025, the Company and Yorkville entered into the into an Omnibus Amendment to Transaction Documents (the “First Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, (i) provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a $1,000,000 secured convertible debenture (the “First Advance Debenture”), and (ii) extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from January 15, 2025 to February 28, 2025.

In addition, the parties agreed in the First Omnibus Amendment that any and all obligations of Yorkville to provide additional funding to the Company, including in connection with the Yorkville Restructuring Investment, shall be considered to be satisfied by the commitments made pursuant to the Securities Purchase Agreement and the First Omnibus Amendment.

Under the terms of the First Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include the First Advance Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto, including, among others, the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

On March 7, 2025, the Company and Yorkville entered into a second Omnibus Amendment to Transaction Documents (the “Second Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Exchange Agreement to (i) amend the floor price provided for in the Exchange Agreement and (ii) to extend the termination date with respect to the obligations of Yorkville under the Exchange Agreement from January 15, 2025 to April 15, 2025.

In addition, the parties agreed in the Second Omnibus Amendment to extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from February 28, 2025 to April 15, 2025.

On March 25, 2025, the Company and Yorkville entered into the into a third Omnibus Amendment to Transaction Documents (the “Third Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a second $1,000,000 secured convertible debenture (the “Second Advance Debenture” and together with the First Advance Debenture, the “Advance Debentures”).

As a result of the issuance of the Advance Debentures, and pursuant to the Second Omnibus Amendment, the New Commitment Debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement, will have an aggregate principal amount of $3,000,000.

Under the terms of the Third Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the New Commitment Debenture and the Advance Debentures within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto, including, among others, the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

The First Advance Debenture and the Second Advance Debenture will mature on February 12, 2026 and March 24, 2026, respectively.

Further, interest accrues on the outstanding principal balance of the Advance Debentures at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the Advance Debentures) for so long as such Event of Default remains uncured.

Yorkville will have the right to convert the Advance Debentures into Ordinary Shares of the Company at the lower of (i) the Fixed Conversion Price or (ii) the Variable Conversion Price;

provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the Advance Debentures) then in effect and the nominal value of one Ordinary Share.

The issuance of the New Commitment Debenture was subject to certain conditions and limitations, including the condition precedent that the Company shall have received notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market, which occurred on September 4, 2025.

On December 30, 2024, the Company and Yorkville also entered into an exchange agreement (the “Exchange Agreement”), pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 shares of preferred stock of the Company (the “Preferred Shares”), each with a nominal value of €300, to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, which at that time included the 2022 Debentures, the new convertible debentures issued to Yorkville on February 5, 2024 and August 30.

2024 (the “2024 Debentures”), and the New Commitment Debenture (if issued) (the “Debt Conversion”).

The closing of the Debt Conversion contemplated by the Exchange Agreement was subject to certain conditions precedent, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

On February 12, 2025, the Company and Yorkville entered into an Omnibus Amendment to Transaction Documents (the “First Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, (i) provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a $1,000,000 secured convertible debenture, with a maturity date of February 12, 2026 that may be extended at the option of Yorkville (the “First Debenture”), and (ii) extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from January 15, 2025 to February 28, 2025.

In addition, the Company and Yorkville agreed in the First Omnibus Amendment that any and all obligations of Yorkville to provide additional funding to the Company, including in connection with the Yorkville Restructuring Investment, shall be considered to be satisfied by the commitments made pursuant to the Securities Purchase Agreement and the First Omnibus Amendment.

Net proceeds to the Company from the First Debenture were $1,000,000.

Under the terms of the First Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include the First Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On March 7, 2025, the Company and Yorkville entered into a second Omnibus Amendment to Transaction Documents (the “Second Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Exchange Agreement to (i) amend the floor price provided for in the Exchange Agreement to be a price per Ordinary Share equal to $4.00, from the closing date of the transactions contemplated by the Exchange Agreement until the end of the day that is 6 months from the date of relisting of our Ordinary Shares on the Nasdaq Capital Market, and $1.00 thereafter, and (ii) to extend the termination date with respect to the obligations of Yorkville under the Exchange Agreement from January 15, 2025 to April 15, 2025.

In addition, the Company and Yorkville agreed in the Second Omnibus Amendment to extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from February 28, 2025 to April 15, 2025.

On March 25, 2025, the Company and Yorkville entered into a third Omnibus Amendment to Transaction Documents (the “Third Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a second $1,000,000 secured convertible debenture, with a maturity date of March 24, 2026 that may be extended at the option of Yorkville (the “Second Debenture”).

Net proceeds to the Company from the Second Debenture were $1,000,000.

As a result of the issuance of the First Debenture and the Second Debenture, and pursuant to the Third Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $3,000,000.

Under the terms of the Third Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On April 24, 2025, the Company and Yorkville entered into a fourth Omnibus Amendment to Transaction Documents (the “Fourth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $500,000 in the form of a secured convertible debenture in the aggregate principal amount of $500,000, with a maturity date of April 24, 2026 that may be extended at the option of Yorkville (the “Third Debenture”).

Net proceeds to the Company from the Third Debenture were $500,000.

As a result of the issuance of the Third Debenture, and pursuant to the Fourth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $2,500,000.

Under the terms of the Fourth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On May 26, 2025, the Company and Yorkville entered into a fifth Omnibus Amendment to Transaction Documents (the “Fifth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $750,000 in the form of a secured convertible debenture in the aggregate principal amount of $750,000, with a maturity date of May 27, 2026 that may be extended at the option of Yorkville (the “Fourth Debenture”).

Net proceeds to the Company from the Fourth Debenture were $750,000.

As a result of the issuance of the Fourth Debenture, and pursuant to the Fifth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,750,000.

Under the terms of the Fifth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On July 6, 2025, the Company and Yorkville entered into a sixth Omnibus Amendment to Transaction Documents, effective as of June 30, 2025 (the “Sixth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and the Maturing Debentures previously issued by the Company.

Pursuant to the Sixth Omnibus Amendment, the Company and Yorkville agreed to extend the maturity date from July 1, 2025 to August 1, 2025 for the Maturing Debentures, and to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to August 1, 2025.

On August 6, 2025, the Company and Yorkville entered into a seventh Omnibus Amendment to Transaction Documents (the “Seventh Omnibus Amendment”) and an eighth Omnibus Amendment to Transaction Documents (the “Eighth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company.

Pursuant to the Seventh Omnibus Amendment, the Company and Yorkville agreed to extend the maturity date for the Maturing Debentures from August 1, 2025 to September 1, 2025, and to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to September 1, 2025.

In addition, pursuant to the Eighth Omnibus Amendment, the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $190,000 in the form of a secured convertible debenture in the aggregate principal amount of $190,000, with a maturity date of August 6, 2026 that may be extended at the option of Yorkville (the “Fifth Debenture”).

Net proceeds to the Company from the Fifth Debenture were $190,000.

As a result of the issuance of the Fifth Debenture, and pursuant to the Eighth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,560,000.

Under the terms of the Eighth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

On August 15, 2025, the Company and Yorkville entered into a ninth Omnibus Amendment to Transaction Documents (the “Ninth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and the Maturing Debentures previously issued by the Company.

Pursuant to the Ninth Omnibus Amendment, the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of EUR300,000 ($350,540 at conversion rate of 1.1685) in the form of a secured convertible debenture in the aggregate principal amount of $350,540, with a maturity date of August 15, 2026 that may be extended at the option of Yorkville (the “Sixth Debenture”).

Net proceeds to the Company from the Sixth Debenture were $350,540.

As a result of the issuance of the Sixth Debenture, and pursuant to the Ninth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,209,460.

Under the terms of the Ninth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture, the Sixth Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

Following the Company’s receipt on September 4, 2025 of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market, on September 5, 2025, the Company and Yorkville entered into a tenth Omnibus Amendment to Transaction Documents (the “Tenth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company.

Pursuant to the Tenth Omnibus Amendment, the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, (1) increase the aggregate principal amount of the New Convertible Debenture by an additional $2,200,000 for a total of $7,200,000, and (2) provide for an immediate advance by Yorkville to the Company of $3,409,460, which comprises the remaining $1,209,460 of the original $5,000,000 commitment and the entirety of the additional $2,200,000 commitment, in the form of a secured convertible debenture in the aggregate principal amount of $3,409,460, with a maturity date of September 5, 2026 that may be extended at the option of Yorkville (the “Seventh Debenture”, and collectively with the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture and the Sixth Debenture, the “Advance Debentures”).

Net proceeds to the Company from the Seventh Debenture were $3,409,460.

As a result of the issuance of the Seventh Debenture, and pursuant to the Tenth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $7,200,000, consisting of the amounts advanced to the Company under the Seventh Debenture and each of the other Advance Debentures.

Under the terms of the Tenth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include all of the Advance Debentures within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

In connection with the Seventh Debenture, the management board resolved to issue an additional 159 Preferred Shares to Yorkville upon the satisfaction of the terms and conditions of the Exchange Agreement (in addition to the 1,242 Preferred Shares to be issued as forth in the Exchange Agreement) in exchange for the surrender and cancellation of the additional indebtedness incurred to Yorkville.

On September 5, 2025, pursuant to an Exchange Agreement, as amended, and as a result of the receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market on September 4, 2025, the Company issued 1,401 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Debentures, the 2024 Debentures, and all of the Advance Debentures.

The Preferred Shares are convertible into Ordinary Shares at a price per Ordinary Share equal to the Variable Conversion Price.

As part of the commitment, Yorkville has agreed to a conversion price floor of $4.00 for six months and $1.00 thereafter.

See “Note 16 – Subsequent Events” in Part II, Item 8 of this Annual Report for information regarding our financing arrangements with Yorkville subsequent to the fiscal year ended December 31, 2025.

Available Information

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As a result, the Company is subject to the same reporting and disclosure requirements applicable to domestic U.S.

companies, and will be required to file periodic reports and financial statements with the SEC on Form 10-K and Form 10-Q, as applicable, as well as filing current reports on Form 8-K.

companies, and is required to file periodic reports and financial statements with the SEC on Form 10-K and Form 10-Q, as applicable, as well as filing current reports on Form 8-K.

Prior to January 1, 2025, the Company was a foreign private issuer and, in compliance with SEC regulations, the Company 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.

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Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also materially affect our business operations and financial condition.

Risks Related to the Yorkville Commitment, the Debt Conversion and our former Self-Administration Proceedings

If the Company is not able to access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion as contemplated in the Exchange Agreement, in the absence of substantial additional sources of external funding, we would be required to curtail our operations, which could adversely affect our business, results of operations, financial position and cash flows and may ultimately lead to insolvency and liquidation.

On December 30, 2024, the Company entered into the Securities Purchase Agreement with Yorkville, pursuant to which the Company agreed to sell and issue to Yorkville the New Commitment Debenture in the aggregate principal amount of $5 million, which is convertible into Ordinary Shares as set forth in the Securities Purchase Agreement.

Also on December 30, 2024, the Company and Yorkville entered into the Exchange Agreement, pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 Preferred Shares, to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Convertible Debentures, the 2024 Debentures, the New Commitment Debenture, if issued, and the Advance Debentures.

On February 12, 2025, the Company and Yorkville entered the First Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1 million of the Yorkville Commitment in the form of the First Advance Debenture.

The issuance of the First Advance Debenture reduced the principal amount of the New Commitment Debenture to be issued from $5 million to $4 million.

On March 7, 2025, the Company and Yorkville entered into the Second Omnibus Amendment;

pursuant to which the parties agreed to modify the terms of the Exchange Agreement to (i) amend the floor price provided for in the Exchange Agreement and (ii) to extend the termination date with respect to the obligations of Yorkville under the Exchange Agreement from January 15, 2025 to April 15, 2025.

On March 25, 2025, the Company and Yorkville entered into the into the Third Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1 million of the Yorkville Commitment in the form of the Second Advance Debenture.

The issuance of the Second Advance Debenture further reduced the principal amount of the New Commitment Debenture to be issued to $3 million.

Under the terms of the Third Omnibus Amendment, the New Commitment Debenture and the Advance Debentures fall within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto, including, among others, the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

The Companies expect the Yorkville Commitment and the Debt Conversion, if achieved, together with planned business model adjustments, to position them with sufficient funding for their business operations through the first quarter of 2026.

For more information on the transactions contemplated in connection with the Securities Purchase Agreement and the Exchange Agreement and the structure of the Yorkville Commitment, see “ Item 1.

Business — Financing Arrangements with Yorkville — The Yorkville Commitment ”.

However, the Yorkville Commitment and the transactions contemplated by the Securities Purchase Agreement and the Exchange Agreement pose a number of risks, including, among others:

our ability to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, including by satisfying the conditions precedent to the Securities Purchase Agreement and the Exchange Agreement, which conditions precedent include the our satisfaction of all the applicable requirements for an initial listing of our Ordinary Shares on the Nasdaq Capital Market, or otherwise to obtain sufficient financing or to secure a sufficient number of future customer contracts to allow us to execute our business plan, meet our liquidity requirements and continue as a going concern;

the risk that Yorkville may choose to terminate each of the Securities Purchase Agreement and Exchange Agreement if the transactions contemplated by such agreements do not close by April 15, 2025;

our ability to maintain our relationships with our suppliers, service providers, creditors, customers, officers, supervisory board members, employees, counterparties and other third parties, to pursue new customer arrangements and projects and to attract, retain and motivate key employees as a result of our constrained liquidity position and capital structure; and

our ability to achieve our stated goals within the intended budget and timeframe and continue as a going concern.

Although we have taken multiple measures to reduce our expenses and significantly reduce the scale of our operations in connection with both the change of our business model announced on February 23, 2023 and the business changes implemented in connection with our emergence from our former Self-Administration Proceedings, we expect to require additional cash in an amount of approximately $3.0 million to fund our ongoing business operations through the end of the first quarter of 2026.

Our liquidity, including our ability to meet our ongoing operational obligations, is dependent upon, among other things, our ability to (i) maintain adequate cash on hand, (ii) access the unfunded portion of the Yorkville Commitment, including our ability to successfully satisfy the conditions precedent to the Securities Purchase Agreement, (iii) implement the Debt Conversion, including our ability to successfully satisfy the conditions precedent set forth in the Exchange Agreement and (iv) raise additional external funding in the short term.

If we are unable to meet our liquidity requirements, our businesses and assets may become subject to liquidation in a regular insolvency proceeding under the German Insolvency Code, and we may cease to continue as a going concern.

Because of the risks and uncertainties associated with the Yorkville Commitment and the Debt Conversion, we cannot accurately predict or quantify the ultimate impact that events related thereto may have on us and there is no certainty as to our ability to continue as a going concern.

In addition, following our emergence from our former Self-Administration Proceedings, we may be adversely affected by the possible reluctance of prospective lenders and other counterparties to do business with a company that has recently emerged from such proceedings.

Risks Related to our former Self-Administration Proceedings

Despite our emergence from our former Self-Administration Proceedings, the proceedings may materially and adversely affect our operations, including by consuming significant time and attention of our management team, adversely affecting our ability to maintain important relationships with creditors, customers, suppliers, service providers, employees and counterparties and impacting our ability to pursue new customer arrangements and projects.

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Failure to retrain, motivate or attract key personnel or a material erosion of employee morale could impair our ability to execute our strategy and implement operational initiatives, thereby adversely affecting us.

Despite our emergence from the former Self-Administration Proceedings, we may not be able to achieve our stated goals and continue as a going concern.

Despite our emergence from the former Self-Administration Proceedings, we will continue to face a number of risks in connection with our business and operations, financial condition and the industry we operate in or otherwise.

Accordingly, we cannot guarantee that the Plan will enable us to achieve our stated goals and effectively implement our strategy.

Furthermore, even if we are able to access the unfunded portion of the Yorkville Commitment as planned, we will have to secure either a sufficient number of future customer contracts or other additional financing to fund our business operations beyond the end of the first quarter of 2026.

Our access to additional financing is, and for the foreseeable future will likely continue to be, limited, if it is available at all.

Therefore, adequate funds may not be available when needed or may not be available on favorable terms and we may not be able to continue as a going concern.

The Company ’ s visibility, credibility, share price and trading volume, as well as investor confidence, may further decrease as a result of the delisting of the Company ’ s securities from the Nasdaq Global Market in February 2024

On December 11, 2023, we received a decision of the Panel advising us that the Panel had determined to delist our Ordinary Shares from the Nasdaq Global Market.

Nasdaq filed a Form 25 Notification of Delisting with the SEC on February 15, 2024 to complete the delisting.

We received a first delist determination letter on July 12, 2023 from the Staff following our application for our Preliminary Self-Administration Proceedings.

The Staff’s delist letter additionally found that we failed to meet the filing requirement in Listing Rule 5250(c)(1), as we had failed to file our Annual Report on Form 20-F for the year ended December 31, 2022.

On August 28, 2023, the Staff issued an additional delist determination letter for our failure to meet the minimum bid price requirement in Listing Rule 5450(a)(1) and the audit committee requirement in Listing Rule 5605(c)(2).

We appealed the Staff’s determination and appeared before the Panel on September 14, 2023.

Trading of our Ordinary Shares on the Nasdaq Global Market was suspended on July 21, 2023.

Since July 2, 2024, our Ordinary Shares have been quoted on the OTCQB.

Over-the-counter markets which are less visible, less accessible and less liquid markets.

As a result, we have faced, and in the future could continue to face, significant material adverse consequences, such as (i) a limited availability of market quotations for our Ordinary Shares;

(ii) a reduced liquidity of our Ordinary Shares;

(iii) a determination that our Ordinary Shares are a “penny stock” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

(iv) a limited amount of news and analyst coverage;

and (v) a decreased ability to issue additional securities or obtain additional financing in the future.

The delisting of the Ordinary Shares from the Nasdaq Global Market may result in a loss of investor confidence and further decrease our visibility, credibility and trading volume, all of which could adversely impact the market price of our Ordinary Shares.

See “ Item 1A.

Risk Factors — Risks related to our Securities — Following the delisting of our Ordinary Shares from the Nasdaq Global Market in February 2024, we may not be able to meet the initial listing requirements for admission of our Ordinary Shares to trading on Nasdaq or another stock exchange in the future or to pay for the costs associated with such an initial listing, and therefore may not be able to have our Ordinary Shares admitted to trading on a stock exchange in the future ” .

Risks Related to Our Industry

If we are able to access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, our success and future growth will be dependent upon the market ’ s willingness to adopt solar-powered mobility solutions.

If we are able to successfully access the unfunded portion of the Yorkville Commitment, we intend to focus in the short- to medium-term on further developing and commercializing our complete solar solutions as well as standalone components, including our proprietary solar charge controllers, with a focus on direct collaborations with OEMs and certain partners, including cooling unit and battery manufacturers.

While we expect the Yorkville Commitment and the Debt Conversion, if achieved, to position us to obtain sufficient funding for our currently envisioned business operations through the first quarter 2026, our ability to execute our long-term growth strategy will be dependent on our ability to secure a sufficient number of future customer contracts or to secure other additional financing in order to fund the business from the second quarter of 2026 onwards.

The market for mobility-related solar solutions is still evolving, characterized by rapidly changing technologies, prices and other competition, evolving government regulation and industry standards, as well as changing or uncertain consumer demands and behaviors.

Factors that may influence the adoption of our solar technology solutions include:

perceptions about the effectiveness of mobility-related solar technology solutions;

perceptions about the quality, safety, design, performance and cost of solar technology solutions;

significant developments in new alternative technologies, such as hydrogen fuel cell technology;

improvements in the fuel economy of internal combustion engines;

the degree of environmental consciousness of consumers;

changes in the relative cost of electricity, oil, gasoline and hydrogen;

government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

the availability of tax and other governmental incentives promoting e-mobility or future regulation requiring increased use of nonpolluting mobility solutions; and

macroeconomic factors.

Solar-powered mobility solutions largely remain commercially unproven.

Our solar-powered mobility solutions may therefore not be as well accepted by the market as expected, or may not be accepted at all, and may not be able to claim the market position we hope for.

The mobility market is highly competitive and even if we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we may not be able to successfully commercialize our solar solutions in time or at all.

The segment of alternative mobility solutions is highly competitive and continuously evolving.

We are not the only company seeking to develop and offer solar-powered mobility solutions.

Numerous competitors strive to offer mobility and e-mobility solutions to the mass market and several other market players are currently experimenting with or intend to commercialize solar charging technology, including manufacturers with established brands and significantly greater financial resources than us.

Some of our competitors benefit from greater financial resources, more extensive development, manufacturing, marketing and service capabilities, owned manufacturing assets, greater brand recognition and a larger number of managerial and technical personnel.

Smaller existing or future competitors may be acquired by larger companies with significant capital or other resources, thereby further intensifying competition with us.

Any inability on our part to remain competitive in terms of the technology capabilities of our solar solutions could have a material adverse effect on our business, prospects, operating results and financial condition.

As a result, even if we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we may experience a significant reduction in potential market share and expected revenue streams, which could impact our ability to successfully market our solar technology and adversely affect our business, results of operations, financial position and cash flows.

We expect competition in our industry to intensify in the future, particularly in light of increased demand for alternative fuel and a regulatory push for e-mobility (e.g., CO2 target emission regulations and tax or other monetary incentives), as well as declining battery prices.

Continuing globalization may lead to additional potential competitors in emerging economies.

Factors affecting competition include manufacturing efficiency, product prices and quality, performance and features, innovation and development time, reliability, safety, energy economy, charging options, customer service and financing terms.

Increased competition may lead to lower product sales and increased inventory, which may result in price pressure.

Even if we are able to access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we may not be able to successfully compete in our markets.

In addition, there can be no assurance that our intention to focus in the short- to medium-term on further developing and commercializing our complete solar solutions as well as standalone components, including our proprietary solar charge controllers, with the focus on direct collaborations with OEMs and certain partners, including cooling unit and battery manufacturers, is a viable business setup.

Risks Related to the Company

We intend to use the net proceeds from our recent financings to purchase digital assets, including Bitcoin, the price of which has been, and will likely continue to be, highly volatile.

Our operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements.

We intend to use the net proceeds from our recent financings to purchase or otherwise acquire BTC and for the establishment of our digital asset treasury operations.

Digital assets, such as BTC, generally are highly volatile assets, including as a result of shifts in market sentiment, speculative trading, macroeconomic trends, technology-related disruptions and regulatory announcements.

In addition, digital assets do not pay interest or other returns, unless utilized in staking or financial applications, and so the ability to generate a return on investment from the net proceeds of any capital raisings will principally depend on whether there is appreciation in the value of digital assets following our purchases of digital assets with the net proceeds from such capital raisings.

Future fluctuations in digital asset trading prices may result in our converting digital assets into cash with a value substantially below what we paid for such digital assets.

We have adopted a digital asset treasury strategy with a focus on BTC, and we may be unable to successfully implement this new strategy.

We have adopted a digital asset treasury primarily dedicated to BTC and potential acquisitions BTC, including through staking and other decentralized finance activities.

There is no assurance that we will be able to successfully implement this new strategy or operate BTC or other digital asset-related activities at the scale or profitability currently anticipated.

This strategic shift requires specialized employee skillsets and operational, technical and compliance infrastructure to support BTC and related staking activities.

This also requires that we implement different security protocols and treasury management practices.

Further, there is ongoing scrutiny and limited formal guidance from regulatory agencies, including Nasdaq and the SEC, with respect to the treatment of public company cryptocurrency strategies.

There is no assurance that we will be able to execute this Treasury Strategy by building out the needed infrastructure within the timeframe that we currently anticipate.

Errors by key management could result in significant loss of funds and reduced rewards.

As a result, our shift towards BTC could have a material adverse effect on our business and financial condition.

In addition, as previously disclosed, we intend to solicit the ratification by our shareholders of the engagement by the Company in the Treasury Strategy.

Under Dutch law, the ratification by our shareholders of our engagement in the Treasury Strategy is required to successfully implement the Treasury Strategy.

Our Ordinary Shares may trade at a discount to our net asset value, and investors could experience losses unrelated to the performance of our underlying digital asset holdings.

The market price of our Ordinary Shares may not reflect, and at times may trade materially below, our net asset value (“NAV”) per share.

A variety of factors may cause the trading price of our Ordinary Shares to deviate from our NAV, including overall market conditions, investor sentiment toward digital assets or our business model, the liquidity and volatility of the specific digital assets we hold, the availability and cost of capital to market participants, the level of short interest in our Ordinary Shares, actual or perceived governance or operational risks, and the absence of any redemption or exchange feature that would allow shareholders to realize NAV directly.

As a result, the market price of our Ordinary Shares may be influenced by factors other than the value of our underlying assets alone and there can be no assurance that our Ordinary Shares will trade at or near NAV.

If our Ordinary Shares trade at a discount to NAV, investors who sell shares may receive less than the value of our underlying assets per share, and the discount could impair our ability to raise capital on favorable terms.

We may from time to time consider capital markets transactions, financing arrangements or other corporate actions intended to address any discount, but we are under no obligation to take such actions and any such actions, if implemented, may be limited in scope or effectiveness.

Our shift towards a BTC-focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks.

Our shift towards a BTC treasury-focused strategy, including staking and other decentralized finance activities, exposes us to significant operational risks.

The Bitcoin ecosystem rapidly evolves, with frequent upgrades and protocol changes that may require significant adjustments to our operational setup.

The upgrades and protocol changes may require that we incur unanticipated costs and could cause temporary service disruptions to the Bitcoin network.

We may also need to employ third-party service providers in our operations, which may introduce risks outside of our control, including significant cybersecurity risks.

Any of these operational risks could materially and adversely affect our ability to execute the Treasury Strategy and may prevent us from realizing positive returns and could severely hurt our financial condition.

The concentration of our BTC holdings enhances the risks inherent in our Bitcoin-focused strategy.

We have and intend to purchase BTC and increase our overall holdings of BTC in the future.

The intended concentration of our BTC holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our Bitcoin-focused strategy.

If the Bitcoin network is disrupted or encounters any unanticipated difficulties, the value of BTC could be negatively impacted.

If the Bitcoin network is disrupted or encounters any unanticipated difficulties, then the processing of transactions on the Bitcoin network may be disrupted, which in turn may prevent us from depositing or withdrawing BTC from our accounts with our custodian or otherwise affecting BTC transactions.

Such disruptions could include, for example:

the insolvency, business failure, interruption, default, failure to perform, security breach, or other problems of participants, custodians, or others;

the closing of BTC trading platforms due to fraud, failures, security breaches or otherwise;

or network outages or congestion, power outages, or other problems or disruptions affecting the Bitcoin network.

Any disruption of the Bitcoin network could result in the inability of the Company to transfer or sell BTC, and the price of BTC.

BTC and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the Company ’ s financial position, operations and prospects.

BTC and other digital assets, as well as applications on blockchain networks such as Bitcoin, are relatively novel and are subject to significant uncertainty, which could adversely impact their price.

The application of state and federal securities laws and other laws and regulations to digital assets and blockchain-based applications is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of BTC or other digital assets, or the ability of blockchain-based applications to operate.

For example, the U.S.

The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of BTC and in turn adversely affect the market price of our Ordinary Shares.

Moreover, the risks of engaging in a digital asset treasury strategy are relatively novel and have created, and could continue to create complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

The growth of the digital assets industry in general, and the use and acceptance of BTC in particular, may also impact the price of BTC and is subject to a high degree of uncertainty.

The pace of worldwide growth in the adoption and use of the Bitcoin network and BTC may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to BTC, institutional demand for BTC as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for BTC as a means of payment, and the availability and popularity of alternatives to BTC.

Even if growth in BTC adoption occurs in the near or medium term, there is no assurance that BTC and the Bitcoin network usage will continue to grow over the long term.

A variety of technical factors related to the Bitcoin blockchain could also impact the price of BTC.

The liquidity of BTC may also be reduced and damage to the public perception of Bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold BTC, provide Bitcoin-related services or accept BTC as payment, which could also decrease the price of BTC.

The liquidity of BTC may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for BTC and other digital assets.

Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns.

The regulatory regime for digital assets in the U.S.

and elsewhere is uncertain.

The Company may be unable to effectively react to proposed legislation and regulation of digital assets, which could adversely affect its business.

If regulatory changes or interpretations require us to register as a money services business with The Financial Crimes Enforcement Network (FinCEN) under the U.S.

Bank Secrecy Act, or as a money transmitter under state laws, we may be subject to extensive regulatory requirements, resulting in significant compliance costs and operational burdens.

In such a case, we may incur extraordinary expenses to meet these requirements or, alternatively, may determine that continued operations are not viable.

If we decide to cease certain operations in response to new regulatory obligations, such actions could occur at a time that is unfavorable to investors.

Multiple states have implemented or proposed regulatory frameworks for digital asset businesses.

Compliance with such state-specific regulations may increase costs or impact our business operations.

Further, if we or our service providers are unable to comply with evolving federal or state regulations, we may be forced to dissolve or liquidate certain operations, which could materially impact our investors.

If any of the digital assets that we hold are classified as a security, we may be subject to extensive regulation, which could result in significant costs or force us to cease operations.

Regulatory changes or interpretations that classify digital assets that we hold as a security under the Securities Act of 1933, as amended, or the Investment Company Act, could require us to register and comply with additional regulations.

Compliance with these requirements could impose extraordinary, non-recurring expenses on our business.

If the costs and regulatory burdens become too great, we may be forced to modify or cease certain operations, which could be detrimental to our investors.

The SEC has previously indicated that certain digital assets may be considered securities depending on their structure and use.

Future developments could change the legal status of digital assets that we may hold, requiring us to comply with securities laws.

If we fail to do so, we may be forced to discontinue some or all of our business activities, negatively impacting investments in our securities.

If the SEC or other regulators determine that digital assets that we may hold qualify as securities, we may be required to change our operations, wind down our operations, or register as an investment company under the Investment Company Act.

This classification would subject us to additional periodic reporting, disclosure requirements, and regulatory compliance obligations, significantly increasing our operational costs.

Compliance with the requirements of the Investment Company Act applicable to registered investment companies may make it difficult for us to continue our current operations, and this would materially and adversely affect our business, financial condition and results of operations.

In addition, if BTC or another digital asset we hold were determined to constitute a security for purposes of the federal securities laws, we would likely take steps to reduce the percentage of BTC or such other digital assets that constitute investment assets under the Investment Company Act.

These steps may include, among others, selling BTC that we might otherwise hold for the long term and deploying our cash in non-investment assets, and we may be forced to sell our BTC or other digital assets at unattractive prices, or cease our operations.

Although we do not currently engage in investing, reinvesting, or trading securities, and we do not hold ourselves out as an investment company, we could inadvertently be deemed one under the Investment Company Act.

If we are unable to rely on an exclusion, we would be required to register with the SEC, which could impose additional financial and regulatory burdens.

Further, state regulators may conclude that the digital assets we hold are securities under state laws, requiring us to comply with state-specific securities regulations.

States like California have stricter definitions of “investment contracts” than the SEC, increasing the risk of additional regulatory scrutiny.

The classification of digital assets that we hold as a commodity could subject us to additional CFTC regulation, resulting in significant compliance costs or the cessation of certain operations.

Under current interpretations, BTC could be classified as a commodity under the Commodity Exchange Act and could be subject to regulation by the CFTC.

If our activities require CFTC registration, we may be required to comply with extensive regulatory obligations, which could result in significant costs and operational disruptions.

Additionally, current and future legislative or regulatory developments, including new CFTC interpretations, could further impact how BTC is classified and traded.

If BTC are regulated as a commodity, we may be required to register as a commodity pool operator and register the Company as a commodity pool with the CFTC through the National Futures Association.

Compliance with these additional regulatory requirements could result in substantial, non-recurring expenses, adversely affecting an investment in our securities.

If we determine not to comply with such regulations, we may be forced to cease certain operations, which could negatively impact our investors.

We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.

Mutual funds, exchange-traded funds (ETFs) and their management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S.

federal and state law;

this regulation is intended for the benefit and protection of investors.

We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations.

This means, among other things, that the execution of our changes to our digital asset strategy, our use of leverage, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers.

Due to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, digital asset trading venues experience greater risk of fraud, market manipulation and other deceptive marketing practices, as well as security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in digital asset trading venues and adversely affect the value of digital assets, and the Company ’ s financial position, operations and prospects.

Digital asset trading venues are relatively new and, in many cases, unregulated.

Furthermore, there are many digital asset trading venues that do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance.

As a result, the marketplace may lose confidence in digital asset trading venues, including prominent exchanges that handle a significant volume of such trading and/or are subject to regulatory oversight, in the event one or more digital asset trading venues cease or pause for a prolonged period the trading of digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

Negative perception, a lack of stability in the broader digital asset markets and the closure, temporary shutdown or operational disruption of digital asset trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the digital asset ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in digital assets and the broader digital asset ecosystem and greater volatility in the price of digital assets.

The price of our listed securities may be affected by the value of our future digital asset holdings, and the failure of a major participant in the ecosystem could have a material adverse effect on the market price of our listed securities.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our proposed holdings of digital assets.

Accordingly, it may be difficult to evaluate the Company ’ s business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling digital assets.

The price of digital assets generally has historically been subject to dramatic price fluctuations and is highly volatile.

We will need to perform an analysis each quarter to identify whether events or changes in circumstances indicate that our digital assets are impaired.

As a result, volatility in our earnings may be significantly more than what we experienced in prior periods.

The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.

Digital assets that we acquire will not be insured against theft, loss or destruction.

If an event occurs where we lose our digital assets, whether due to cyberattacks, fraud or other malicious activities, we may not have any viable legal recourse or ability to recover the lost assets.

Unlike funds held in insured banking institutions, our digital assets are not protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

If our digital assets are lost under circumstances that render another party liable, there is no guarantee that the responsible party will have the financial resources to compensate us.

As a result, we and our shareholders could face significant financial losses.

The Company will face risks relating to the custody of its digital assets.

If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our private keys, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.

We expect our primary counterparty risk with respect to our BTC will be custodian performance obligations under the custody arrangements we enter into.

A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, SEC enforcement actions against other providers, or placement into receivership or civil fraud lawsuit against digital asset industry participants have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading.

Legal precedent created in these bankruptcies and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.

No assurance can be provided that our custodially held BTC will not become part of the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings.

Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our BTC holdings, we would become subject to additional counterparty risks.

We will need to carefully evaluate market conditions, including price volatility as well as service provider terms and market reputations and performance, among others, prior to implementing any such strategy, all of which could affect our ability to successfully implement and execute on any such future strategy.

These risks, along with any significant non-performance by counterparties, including in particular the custodian or custodians with which we will custody substantially all of our BTC, could have a material adverse effect on our business, prospects, financial condition, and operating results.

The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business.

Digital asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on that digital asset network.

Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible, and we may not be capable of seeking compensation for any such transfer or theft

Although we plan to regularly transfer digital assets to or from vendors, consultants and services providers, it is possible that, through computer or human error, or through theft or criminal action, such assets could be transferred in incorrect amounts or to unauthorized third parties.

To the extent we are unable to seek a corrective transaction to identify the third party which has received our digital assets through error or theft, we will be unable to revert or otherwise recover the impacted digital assets, and any such loss could adversely affect our business, results of operations and financial condition.

The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of BTC and adversely affect the Company ’ s securities.

Following the launch of the Company’s proposed digital asset treasury strategy, as a result of our Bitcoin-focused strategy, we expect our assets to be concentrated in BTC holdings.

Accordingly, the emergence or growth of digital assets other than BTC, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, may have a material adverse effect on our financial condition.

If the mechanisms or network effects on alternative blockchain platforms are perceived as superior to the Bitcoin network, those digital assets could gain market share relative to Bitcoin.

Risks Related to Our Business and Operations

We are an early-stage company with a history of significant losses that recently adapted its business model and expects continuing losses for the foreseeable future, which means that our ability to prevent insolvency and continue as a going concern and, if we are successful in doing so, to accomplish any of our business plans depends on our ability to imminently raise significant external financing.

For the year ended December 31, 2024, we recorded a profit of €65.0 million, mainly due to the one-time accounting impact of revaluation gains following the reconsolidation of the Subsidiary after the termination of the Self-Administration Proceedings in early 2024.

We have incurred net losses since our inception in March 2016, resulting in an accumulated deficit of €321.4 million as of December 31, 2024 compared to an accumulated deficit of €386.5 million as of December 31, 2023.

Even if we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we expect to generate operating losses in 2025 and may continue to generate operating losses thereafter if we are not able to significantly scale our commercial production, sales and operations as planned.

We have already realized revenues from certain of our solar technology products.

However, such sales were, and at least in the short term are expected to remain, only marginal and will not be sufficient to support our operations and cash requirements until we significantly scale our operations, which is currently expected to occur in the second half of 2025.

We finished the development phase with respect to our Solar Bus Kit and other solar kits for commercial vehicles and started commercial production in the second quarter of 2024.

We are in discussions with several potential customers and have been developing a potential customer base by signing letters of intent and contracts for pilot fleets and prototypes, and although the pre-series version of our Solar Bus Kit has been installed and is currently in operation on buses of multiple customers, we have not yet executed any large-volume binding series sales contracts for our solar kits for commercial vehicles.

We seek to increase monetization of our technology, with a focus on commercializing our complete solar solutions as well as standalone components, including our proprietary solar charge controllers, with the focus on direct collaborations with OEMs and certain partners, including cooling unit and battery manufacturers

If we are able to successfully access the unfunded portion of the Yorkville Commitment, implement the Debt Conversion and continue as a going concern, we would expect to continue to incur additional expenses as we seek to further develop, expand and refine our solar technology and to invest in sales and operations.

We would also expect to incur expenses related to the continued commercialization of our technology, increasing our sales and marketing activities with the goal of building our brand and adding infrastructure and personnel to support our growth.

In addition, we currently continue to incur various expenses from, for example, general administrative functions, our headquarters, our efforts to meet the initial listing requirements for the Nasdaq Capital Market and costs relating to being a public company.

We will not be able to cover our expenses with revenues at least until we significantly increase the scale of our operations.

We expect to incur additional substantial expenses in the foreseeable future.

The activities related to our solar technology and the development of our business may result in prolonged losses.

There is no guarantee that we would ever reach meaningful revenue levels or profitability or even that we will be able to continue as a going concern.

Our ability to reach profitability in the future will not only depend on our ability to successfully implement the change in our business to exclusively retrofitting and integrating our solar technology onto third party vehicle and to further develop and commercialize our solar technology but also on our ability to control our expenses and capital expenditures and manage our costs efficiently.

If we are unable to achieve profitability, we may have to reduce the planned scale of our operations, which may impact our business growth and adversely affect our financial condition, results of operations, financial position and cash flows.

In addition, our continuous operation and our ability to continue as a going concern will depend on our ability to secure a sufficient number of future customer contracts or to secure sufficient external equity or debt financing in order to fund the business from the second quarter of 2026 onwards.

If we do not succeed in doing so, we may need to curtail our operations, which could adversely affect our business, results of operations, financial position and cash flows and may ultimately lead to insolvency and liquidation.

There is no historical basis for reliably assessing the market potential and demand for our products, our ability to integrate and deliver our products at commercial scales or our future profitability.

There can be no assurance that any of our products, including our complete solar solutions and standalone products and services, will be commercially successful or that we will be able to scale our operations.

We currently rely on a select range of products, including our complete solar solutions for commercial vehicles, which integrate solar panels, high-voltage and low-voltage solar charge controllers, telematics and dashboard services into commercial vehicles.

Additionally, we offer customers standalone solar charge controllers, solar modules, data services, electrical interface solutions and engineering services.

If the market does not accept these solutions or if demand does not develop as expected, we will have no alternative product line to offset the shortfall.

We have no reliable basis for the prediction of our future revenues and expenses, and we may have limited insight into future trends that may emerge and affect our business.

The estimated costs and timelines that we have developed to scale the commercial production of our products are subject to inherent risks and uncertainties involved in the transition from a start-up company focused on development activities to the commercial-scale sourcing and sale of our products.

You should therefore consider our business and prospects in light of the risks and challenges we face as a new market entrant, including, but not limited to:

our ability to successfully scale the commercial production and sales of our complete solar solutions for commercial vehicles and standalone solar products and services;

our ability to obtain, maintain and protect patents and other intellectual property rights that are crucial to our solar technology and commercialization efforts in our target markets;

our ability to raise the funding required to develop business operations and sales;

our ability to maintain, further develop and improve our solar solutions and any other variations thereof;

customer acceptance of and demand for our products;

our ability to turn profitable, scale our operations and build a well-recognized and respected brand cost-effectively;

our ability to develop and maintain relationships with key business partners who are crucial for our operations or who directly deal with end users in our target market;

our ability to navigate the evolving regulatory environment and potentially expand our product line-up;

our ability to improve and maintain our operational efficiency, set up and manage our supply chain efficiently and adapt to changing market conditions, including technological developments and changes in our competitive landscape; and

our ability to find the necessary qualified personnel and to build up and scale functioning structures within the Subsidiary.

Following our emergence from the former Self-Administration Proceedings, our business was restructured, which included the release of significant liabilities and entailed significant changes to our consolidated balance sheet and consolidated statement of operations.

In addition, due to the opening of the Self-Administration Proceedings, the Company lost control of the Subsidiary on May 19, 2023 and regained control when the Subsidiary exited the Subsidiary Self-Administration Proceedings on February 29, 2024.

The effect of the loss of control is that in 2023, the results of the Subsidiary were consolidated up until the loss of control and the assets and liabilities of the Subsidiary were derecognized from the consolidated statement of financial position.

The Subsidiary is again consolidated with the Company following the Company’s regaining of control in 2024.

We have a history of significant operating losses since inception and our ability to continue as a going concern is subject to significant uncertainty, and there can be no assurance that our Treasury Strategy will be successfully implemented or that additional financing will not be required.

For the year ended December 31, 2025, we recorded a profit of €4.0 million, mainly due to the recorded gain from change in the fair value of convertible debentures carried at fair value.

For the same period we recorded an operating loss of €7.7 million, while our net cash used in operations amounted to €7.3 million.

We have incurred net losses since our inception in March 2016 up until 2024, resulting in an accumulated deficit of €317.4 million as of December 31, 2025 compared to an accumulated deficit of €321.4 million as of December 31, 2024.

Subsequent to December 31, 2025, we implemented a series of actions intended to improve liquidity and reduce ongoing cash requirements.

These actions, which are more fully described in “Item 17 – Subsequent Events” of Part II, Item 8 of this Annual Report, included:

(i) raising gross proceeds of approximately $5.0 million in March 2026, consisting of a $3.0 million convertible debenture and a pre-funded warrant issued for aggregate proceeds of approximately $2.0 million;

(ii) adopting our Treasury Strategy and entering into an institutional framework with Blockchain.com (BVI) II Limited in the form of the ISDA Master Agreement and the related Schedule and Credit Support Annex, to facilitate related derivative and hedging transactions in connection with our digital asset holdings;

and (iii) terminating current and future funding commitments to the Subsidiary (Sono Motors GmbH) and initiating our exit from the legacy solar operations conducted through the Subsidiary, which is expected to materially reduce our ongoing cash outflows.

Management believes that these actions, taken together, may provide sufficient resources to fund our streamlined operating plan under the Treasury Strategy, consisting principally of holding company overhead and public company compliance costs, for at least twelve months from the date the financial statements are issued.

Our independent registered public accounting firm has included a going concern explanatory paragraph in its report on our financial statements for the year ended December 31, 2025, indicating that substantial doubt about the Company's ability to continue as a going concern exists.

However, our ability to maintain adequate liquidity remains subject to significant uncertainties, including, among other things, the price volatility and liquidity characteristics of digital assets, the terms and potential collateral requirements of transactions entered into in connection with the Treasury Strategy, the timing and costs associated with exiting the legacy solar operations (which we are currently unable to estimate), and that our outstanding convertible debenture issued to Yorkville in the first quarter of fiscal 2026 will reach maturity in March 2027, which may require us to negotiate a refinancing or conversion of the debenture prior to or at maturity.

There can be no assurance that the Treasury Strategy will generate the anticipated returns, that the exit from our legacy solar operations will be completed without material unforeseen costs, or that additional financing will not be required beyond the next twelve months.

If we are unable to generate sufficient cash flows from the Treasury Strategy or to secure additional financing as required, we may need to curtail our operations, which could adversely affect our business, financial condition, results of operations and cash flows, and may ultimately lead to insolvency or liquidation.

In addition, as a result of the opening of self-administration proceedings in 2023, the Company lost control of Sono Motors GmbH on May 19, 2023 and regained control upon the Subsidiary's exit from those proceedings on February 29, 2024.

In the first quarter of 2026, the Company determined to cease funding to Sono Motors GmbH and exit its legacy solar business to focus exclusively on the Treasury Strategy, as described above.

As a result, our financial information going forward may in many respects not be comparable to our historical financial information.

In addition, the financial information for the years ending December 31, 2022 and 2023 contains significant expenses related to the Company’s former Sion passenger car program, which was terminated in February 2023.

We used the proceeds of the Yorkville Restructuring Investment, and we intend to use the financing that we obtain in connection with the Yorkville Commitment, assuming we are able to successfully close the transactions contemplated by the Securities Purchase Agreement, mainly to finance the operations of the Companies.

Our current dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern .

As a result of our past recurring losses from operations and the need for additional financing to fund our operating and capital requirements despite the change in our business model, we decided to apply for the Self-Administration Proceedings in May 2023.

On January 31, 2024, the Subsidiary withdrew its application for Preliminary Self-Administration Proceedings, and the Subsidiary exited its Self-Administration Proceedings on February 29, 2024 via the Plan.

Because of the risks and uncertainties associated with the Yorkville Commitment and the Debt Conversion, management cannot accurately predict or quantify the ultimate impact that transactions contemplated by the Securities Purchase Agreement and Exchange Agreement may have on the Companies, and thus, there is no certainty as to our ability to continue as a going concern.

In addition, our independent registered public accounting firm has included a “going concern” explanatory paragraph in its report on our financial statements for the year ended December 31, 2024, indicating that there is a substantial doubt about our ability to continue as a going concern.

Even if we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, the Company’s business plan is reliant on income from customers.

While there are several letters of intent, as of the date of this Annual Report, no large-volume contracts with regards to our solar products have been signed.

As a result, there is a risk that revenue will be less than expected in 2025.

Similarly, there is a risk that our solar technology is not fully functional or available on the anticipated schedule or at all, which would result in a delay in realizing potential revenue.

Finally, we expect the Yorkville Commitment, coupled with implementation of the Debt Conversion, to provide funding through the first quarter of 2026.

Therefore, even if we are successful in obtaining the unfunded portion of the Yorkville Commitment and implementing the Debt Conversion, we will have to either secure a sufficient number of future customer contracts or other additional financing in order to fund the business from the end of the first quarter 2026 onwards.

We have identified multiple material weaknesses in our internal control over financial reporting and, as a result, management has concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, 2025.

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Non-compliance with the requirements under Dutch law with respect to the preparation, audit and publication of our Dutch statutory financial statements could also lead to increased exposure for our management board and supervisory board members to direct liability under the standards of Dutch corporate law, which may negatively affect our reputation.

In addition, the Subsidiary is non-compliant with German financial reporting requirements with regard to the timely filing of its 2023 and 2022 statutory financial statements with the German trade register and the German Federal Gazette, which has in the past led, and - until compliance is established - may in the future lead, to the imposition of penalties and fines.

In addition, the Subsidiary is non-compliant with German financial reporting requirements with regard to the timely filing of its 2024 statutory financial statements with the German trade register and the German Federal Gazette, which has in the past led, and - until compliance is established - may in the future lead, to the imposition of penalties and fines.

German financial reporting rules under the Securities Trading Act ( Verm ö gensanlagegesetz ) require the timely filing of the Subsidiary’s audited German statutory financial statements by June 30 of the year following the applicable financial period.

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We cannot assure you that all of our existing material weaknesses have been identified, that we will not identify additional material weaknesses in the future or that we will be able to achieve and maintain an effective internal control environment.

Our ability to scale the commercial production of our solar technology is unproven and we may fail to further scale production and move toward broader commercialization of our product offerings, further develop our solar technology and reach our sales targets within the intended timeframe, budget or at all.

Our future success will depend in large part on our ability to execute our plans to commercialize and further develop our proprietary solar technology at large scale.

Our industry is characterized by rapid technological evolution and continuing technological changes, which could adversely affect demand for our products.

Our efforts to scale the commercial production of our product offerings, further develop our solar technology and expand our product offerings may not be successful, and we may not be able to realize all advertised specifications of our technology.

We further have to secure the supply of necessary components and raw materials on acceptable terms.

Our products also have to meet stringent and constantly evolving safety and certification requirements, potentially in various jurisdictions, and there is no guarantee that our products or vehicles equipped with our solar kits will receive the required certification from relevant authorities.

Given the complexities involved in the preparation of our solar technology for the mass market, there is no guarantee that we will be successful within the intended timeframe or budget or at all.

Any delay in committed or planned timelines due to, for example, a delay in the financing, development or regulatory approval of our solar technology could materially damage our brand, business, prospects, financial condition, results of operations and cash flows and could lead to material liquidity constraints.

See also “ Risk Factors — Risks Related to Our Business and Operations — We have yet to enter into contractual agreements with many of our prospective suppliers and business partners and may have to renegotiate these agreements as we scale our business ”.

In early 2023, we decided that it is not feasible for us to further pursue the development and commercialization of the Sion, which the Company had envisaged to become an affordable solar electric vehicle.

There is no guarantee that this change and emphasis of our business activities proves successful.

We may decide to abandon this project, due to, for example, a change in the regulatory framework, lack of feasibility, engineering issues, lack of skilled research and development or other personnel, lack of supplier capacity or availability, lack of customer demand or our inability to secure sufficient capital.

In such a case, we may not be able to amortize any investments made.

We may enter into contractual arrangements with suppliers or other partners, which may subject us to continuous payment or other obligations irrespective of a decision to abandon the relevant underlying project.

Any such decision to discontinue the development or commercialization of our technology or any of our solutions would likely lead to significant losses.

We may also find engineering errors, defects or areas that need improvement in our products.

Technological changes or changes in supplier components may require us to change our technology.

There can be no assurance that we will be able to implement any such changes in a timely manner or that these changes will not trigger any follow-on issues.

Our solar technology may not be as well received, functional or efficient as expected and we may face significant competition with respect to our solar technology.

To the extent we may want to monetize our technology based on licensing arrangements with third parties and royalty payments, which requires patent-based or similar legal protection, there is no guarantee that we will obtain such protection in a timely manner, in the relevant jurisdictions or at all.

Employees who we have terminated may challenge our ownership in relevant patents or other intellectual property, and there is no guarantee that any such challenges will not be successful.

We may fail to identify technical innovations that could be patentable and, accordingly, may fail to protect them via patents.

Our solar technology may not be fully functional or available on our anticipated schedule or at all and may remain unproven and pose additional risks.

The functionality, usability and availability of our solar technology and other solutions in day-to-day use and at scale is largely unproven.

There is no guarantee that our products will continue to perform as expected under real conditions or that we will be able to detect and fix any potential weaknesses in our technology and solutions prior to commencing commercial production.

For example, our solar module technology may not provide the expected efficiency advantage or may be less reliable or more expensive to produce than expected.

In addition, our solar modules may be subject to degradation or malfunction due to the weather and mechanical stress over their life-time in automotive-use cases.

Any of our hardware or software solutions may contain errors, bugs, vulnerabilities or design defects or may be subject to technical limitations that may compromise the functionality of our offering.

Some errors, bugs, vulnerabilities or design defects may be inherently difficult to detect and may only be discovered after industrial commercialization of our technology has begun.

Additional risks may result from the use of any of our solutions in jurisdictions where such use is not lawful.

For example, our solar module technology may be used in jurisdictions where the use of such a solution may not be lawful or subject to additional regulatory requirements, which may potentially expose us or individuals to significant liability risks or negatively affect our brand.

We depend on the adequate protection of our intellectual property, which can be difficult and costly.

We have invested significant resources in the development of certain proprietary solar technology, and currently plan to continue to invest significant resources in the development of our solar power electronics, the protection of which is critical to our business and the commercial success of our products.

We hold several patents relating to our technological innovations, such as our solar module technology and our energy management system for vehicles.

To establish and protect our rights in our technology, we rely on a combination of patents, trade secrets (including know-how), copyrights, trademarks, intellectual property licenses, employee and third-party nondisclosure agreements and other contractual rights.

Any failure to obtain, maintain, protect and monitor the use of our existing intellectual property rights could result in the loss of valuable technologies or material business opportunities.

The measures we take to protect our intellectual property from unauthorized use by others, including current or former suppliers, partners or employees, may not be effective for various reasons.

Any patent applications we submit may not result in the issuance of patents, the scope of our issued patents may not be broad enough to protect our proprietary rights or our issued patents may be challenged and/or invalidated by our competitors.

Any successful challenge to any of our intellectual property rights, including by competitors or current or former employees, could deprive us of rights necessary for the successful commercialization of our solar technology and innovations.

Challenges to our patents could impair or eliminate our ability to collect future revenues and royalties in the event we license our technology in the future.

The patent prosecution process is expensive, time consuming and complicated, and we and our future licensors may not be able to file, prosecute or maintain all necessary or desirable patent applications at a reasonable cost or in a timely manner or in all jurisdictions where protection may be commercially advantageous.

It is also possible that we and any of our future licensors may fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection.

We filed trademark applications in relevant jurisdictions, and in the future may file further trademark applications as we see fit, but may be unable to register our trademarks or otherwise protect them.

For example, we have failed in some jurisdictions to obtain protection for our logo (a circle with a dot in the middle) because those jurisdictions determined it is not combined with other distinctive elements.

Also, in China, our trademark application for certain logos has been objected to, and in the United States, our application to register “Driven by the Sun” as a trademark has been denied.

In addition, in Europe, we are in ongoing discussions with a producer of telescopic sights who filed oppositions against various trademarks that were filed by us after our rebranding process and recently received a notice of cancellation in response to the opponent’s application for a declaration of invalidity against our registered trademark of our logo that displays a circle with a dot between the words “Sono Motors”.

We currently plan to appeal the cancellation.

Any efforts to register a trademark may be subject to opposition and if a third-party were to register our trademarks, or similar trademarks, in a jurisdiction where we have not successfully registered such a trademark, it could create a barrier to the successful commercialization of our products.

Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage as well as a decrease in our revenue, which would adversely affect our business, prospects, financial condition and operating results.

See “ Item 1A.

Risk Factors — Regulatory, Legal and Tax Risks — If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest, which may adversely affect our business ” .

Even if we hold valid and enforceable patents or other intellectual property rights, the legal systems of certain countries, including certain developing countries, may not favor the enforcement of these rights or otherwise offer the same degree of protection as do the laws in the EU or United States, which could make it difficult for us to stop the infringement, misappropriation or other violation of our patents or other intellectual property rights.

Further, policing the unauthorized use of our intellectual property in various jurisdictions around the world may be difficult and require significant resources.

We have applied for patent protection relating to our technological innovations in certain jurisdictions.

While we generally consider applying for patents in those countries where we intend to make, have made, use, sell or license patented products, we may not accurately assess all the countries where patent protection will ultimately be desirable.

In addition, due to the cost-intensive nature of the patent application process and in accordance with the change in our business model to focusing exclusively on integrating our solar technology into third-party vehicles, we plan to terminate and/or discontinue patents and patent applications that do not address our core products and markets and instead focus on our most promising applications and markets (mainly Europe).

Should we decide to address additional markets or expand our product offerings at a later date, a prior decision to discontinue a patent or a patent application may result in lost opportunities with respect to protecting our intellectual property.

If we fail to timely file a patent application in any such country, we may be precluded from doing so at a later date.

Furthermore, our pending patent applications may be challenged by third parties or such applications may not eventually be issued by the applicable patent offices as patents.

The denial of our key patent applications or of a substantial portion of our patent applications could have a substantial negative impact on the value and strength of our intellectual property rights and our ability to execute our business plans and compete with others in our industry.

In addition, the patents issued as a result of our foreign patent applications may not have the same scope of coverage as our patents in the EU or United States.

Changes in the patent laws or their interpretation in the relevant jurisdictions may reduce our ability to protect or commercialize our inventions and enforce our intellectual property rights.

More generally, these changes could affect the value of our patents and other intellectual property.

Our efforts in seeking patent protection for our solar technology and other innovations could be negatively impacted by any such changes, which could have a material adverse effect on our existing patent rights and our ability to protect, enforce or commercialize our intellectual property rights in the future.

In particular, our ability to prevent third parties from making, using, selling, offering to sell or importing products that infringe our intellectual property rights will depend in part on our success in obtaining and enforcing patent claims that cover our technology, inventions and improvements.

In some cases, we rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position.

While we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, our confidentiality agreements could be breached and may not provide meaningful protection against improper use of our trade secrets or other proprietary information.

There can be no assurance that third parties will not seek to gain access to our trade secrets or other proprietary information.

In addition, adequate remedies may not be available in the event of unauthorized use or disclosure of our trade secrets or other proprietary information.

Violations by others of our confidentiality agreements and the loss of employees who have specialized knowledge and expertise could harm our competitive position and cause our sales and operating results to decline as a result of increased competition.

Our patent applications may not lead to the granting of patents or desired protection in time or at all, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

We cannot be certain that we are the first inventor of the subject matter to which a particular patent application pertains.

If another party has filed a patent application pertaining to the same subject matter as we have, we may not be entitled to the protection sought by our patent application.

Patent applications in many jurisdictions are typically not published until several months after filing and we cannot be certain that we were the first to make the inventions claimed in any of our issued patents or pending patent applications or that we were the first to file for protection of the inventions set forth in our patents or patent applications.

As a result, we may not be able to obtain or maintain protection for certain inventions and may face similar risks in other jurisdictions should we expand our operations, including in significant markets such as the United States and China.

Further, the scope of protection of issued patent claims is often difficult to determine.

As a result, we cannot be certain that the patent applications that we file will be issued or that our issued patents will afford protection against competitors with similar technology.

In addition, our competitors may seek to bypass our issued patents, which may require costly and time-consuming litigation and adversely affect our business, prospects, financial condition or operating results.

We cannot offer any assurances about which, if any, patents will be issued, the breadth of any such patents or whether any issued patents will be found invalid or unenforceable or will be threatened by third parties.

We may not be able to reliably source our component supply within our projected costs and timelines.

Our asset-light business model partly provides for the sourcing of off-the-shelf sub-components from suppliers, as well as partly outsourced logistics and delivery management based on low inventories.

Even if we are successful in reliably sourcing our sub-component supply, we do not know whether we will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond our control such as problems with suppliers or logistics, or in time to meet our commercialization schedules or to satisfy the requirements of customers.

Impacts of inflation, including an increase in energy costs, may negatively affect our cost base.

Any failure to reliably source our sub-component supply within our projected costs and timelines could have a material adverse effect on our business, prospects, operating results and financial condition.

Furthermore, our relationships with business partners such as suppliers and logistics services providers may be negatively impacted by the former Self-Administration Proceedings.

See also “ Risk Factors — Risks Related to the Yorkville Commitment, the Debt Conversion and our former Self-Administration Proceedings — Despite our emergence from our former Self-Administration Proceedings, the proceedings may materially and adversely affect our operations, including by consuming significant time and attention of our management team, adversely affecting our ability to maintain important relationships with creditors, customers, suppliers, service providers, employees and counterparties and impacting our ability to pursue new customer arrangements and projects ”.

We rely on a single supplier for certain components and other materials used in our solar solutions.

There are only a limited number of suppliers of solar technology components or raw materials.

We currently depend on a single supplier for certain components required for the manufacturing of our high voltage MCU.

This makes our supply chain and the production of our offering dependent on the performance of such supplier and increases the risks of interruption.

Our operations will be negatively affected if our supplier experiences capacity constraints and is not in a position to deliver the required quantities of a certain raw material, component or part.

Our dependency on a single supplier also increases the bargaining power of that supplier with respect to certain materials or components, which may expose us to abusive conduct, may prevent us from entering into long-term supply agreements with guaranteed pricing or may require us to accept disadvantageous economic or legal conditions.

The acquisition of our supplier or any future supplier could limit our access to relevant raw materials or components and require material redesigns of our solar technology and impair our business prospects.

We may also be forced to stop production should our supplier fail to provide required certifications for its products or should the supplier be accused of infringing or misappropriating third-party intellectual property rights.

If we need to replace our supplier or if our supplier terminates its relationship with us, there is no guarantee that we will be able to find adequate substitute products or suppliers in time or at all.

In addition, global events such as pandemics, war or crude oil shortages may negatively affect the availability, price levels, delivery times or minimum order quantities of products, components and materials, such as microelectronic chips for MCUs.

The vast majority of supplies of raw materials for the solar industry come from China, which makes our supply chains particularly vulnerable to intensifying political tensions with or trade sanctions or comparable limitations concerning China.

As a result, we may be required to find replacement suppliers, which may prove difficult, increase our production cost and could lead to a delay in the envisaged start of commercial production.

Furthermore, we may ask for product changes or amendments of certain specifications of components or raw materials to be delivered by suppliers, sometimes on short notice, due to new development results or the insufficiency of previous specifications, which may increase the costs for relevant components or raw materials or may render the relevant supplier unable to accommodate relevant requests.

It is also possible that the supplier does not have the right to sell the relevant product to us, for example, because the supplier lacks the intellectual property rights to the design or because the supplier has an exclusivity agreement with another manufacturer, which could force us to discontinue production or sales of our products, to replace the part or to change the design of our technology, which could result in significant delays and costs or could make the production of our products impossible altogether.

Suppliers may change their products or go out of business, resulting in limited or no availability of relevant parts and materials for the production and maintenance of our products.

All of our sourced components and raw materials are subject to typical transportation risks, such as delivery delays, damage or theft in the course of transportation or fines resulting from the violation of customs or other transportation regulations.

Furthermore, our relationships with our suppliers may be negatively impacted by the former Self-Administration Proceedings.

Increases in costs, disruption of supply or shortage of raw materials or certain products could harm our business.

The solar industry is frequently subject to significant disruptions and resulting shortages of components or raw materials may impair our ability to commercialize our products at attractive margins or at all.

Suppliers may decide to allocate relevant components or raw materials, particularly the ones with high demand or insufficient production capacity, to more profitable or established customers and our supply may be reduced as a result.

As we continue to scale the commercial production of our solar technology, our manufacturing partners who produce our solar modules, or any of our other suppliers, may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials required for the manufacturing of our products or certain parts or components used in them.

Our solar technology depends on various raw materials and products.

The prices for these materials and products may fluctuate depending on market conditions, inflation levels, tariffs, energy prices, macroeconomic factors and political developments.

Some products may not be available at all in the short term.

In addition, the imposition of new government regulations, tariffs, duties or taxes, such as tariffs or taxes on imported materials and components that are used in our solar modules or are otherwise necessary for production of our solar technology, could also affect the prices for these materials and products.

Substantial increases in the prices for raw materials and/or increases in freight charges would increase our operating costs and could reduce our margins if the increased costs cannot be recouped through increased product prices.

There can be no assurance that we will be able to recoup increasing costs of raw materials by increasing product prices.

We have yet to enter into contractual agreements with many of our prospective suppliers and business partners and may have to renegotiate these agreements as we scale our business.

We have yet to finalize our contractual arrangements with some of our prospective suppliers and business partners.

Negotiations with our prospective suppliers and business partners may consume significant resources and time and there is no guarantee that such negotiations will be concluded successfully.

In the negotiations, we may agree to terms and conditions that are less favorable to us than expected.

We may be subject to unfavorable rules on the transfer of risk with respect to our solar modules or supplied components or disadvantageous payment terms.

Any failure to finalize our arrangement with our suppliers and business partners in a timely manner may lead to reduced volumes of our offering.

Terms and conditions of any contractual arrangement, including any preliminary contractual arrangement, may have to be renegotiated due to a lapse of time or a change in material circumstances should we not be able to realize the anticipated timelines.

Prospective suppliers and business partners may end their relationship or negotiations with us for various reasons.

Some of the suppliers we involve, or intend to involve, are well-known market players with significant bargaining power and whose position towards us is bolstered due to our dependency on such suppliers as there are only a limited number of suppliers for solar technology components and raw materials.

We, on the other hand, are not an established business and have limited market power.

Therefore, we may not be able to successfully assert our own interests and may have to enter into contracts with significantly disadvantageous terms and conditions, such as unfavorable prices, limitations on remedies in cases of breach of contract, unfair liquidated damages provisions or broad termination rights allowing our business partners to end their relationship with us at will.

If we successfully market our solar technology on an industrial scale, we will seek to further scale our operations.

As a result, we may have to renegotiate, amend or extend our relationships with our business partners, and there is no guarantee that we will be successful in doing so.

We may also have to amend our business model to scale our operations, which may cause us to incur substantial additional costs and expenses should we have to amend our business model to scale operations.

Any such modification to our business model may prove unsuccessful, which could adversely our business, financial condition, operating results and prospects.

Furthermore, our relationships with prospective suppliers and business partners may be negatively impacted by the former Self-Administration Proceedings.

We may not be able to obtain or agree on acceptable terms and conditions all or a significant portion of the government grants, loans and other incentives for which we may apply, which may negatively affect our ability to reach funding goals.

We may apply for foreign, federal or state grants, loans and tax incentives under various government programs designed to stimulate the economy or to support the development or production of solar integration solutions for the mobility industry.

Our ability to obtain funds or incentives from these sources is subject to the availability of funds under applicable programs and approval of our applications to participate in such programs.

The application process for these funds and other incentives will likely be highly competitive.

We cannot assure you that we will be successful in obtaining any grants, loans and other incentives.

If we are not successful in obtaining any of these additional incentives and are unable to find alternative sources of funding to meet our planned capital needs, our business and prospects could be materially adversely affected.

We depend on the acceptance of our brand and any negative publicity relating to any of our business partners and their products or services could have a significant negative impact on our business and reputation.

Our business and prospects depend on our ability to develop, maintain and strengthen our brand.

Potential competitors could have greater name recognition, broader customer relationships and substantially greater marketing resources than we do.

We have a limited budget for marketing and publicity and we may not succeed in establishing, maintaining and strengthening our brand.

In addition, our brand and reputation could be severely harmed by negative publicity with respect to us, our directors, officers, employees, shareholders, peers, business partners, customers or our industry in general.

Any actual or alleged misconduct by, or negative publicity relating to, any of our business partners and their products or services could have a significant negative impact on our business and reputation, whether or not such publicity is directly related to their collaboration with us.

Our ability to successfully build our brand could also be adversely affected by any negative perception about the quality of our business partners’ products or services.

If any of our solutions fail to perform as expected, our ability to market our products could be harmed.

Our solar solutions, including our complete solar solutions for commercial vehicles, may not perform as expected or may require repair.

Our asset-light business model poses particular challenges to our quality management processes.

Our quality management system may not be effective or sufficient and the number of defective products may be substantially higher than anticipated.

The risk that we do not detect defects before the commencement of large-scale sales of our products and that our products will not comport with previously defined product specifications is heightened by our limited experience in designing, developing and manufacturing solar modules.

We may experience product recalls in the future, which could result in the incurrence of substantial costs relating to, for example, return shipping for defective products and costs associated with the repair of the underlying product defect.

Any product recall may consume a significant amount of our resources.

Any product defects or any other failure of our products to perform as expected could harm our reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims and significant warranty and other expenses and could have a material adverse impact on our business, financial condition, operating results and prospects.

Our advertisements may not have complied in the past and may not comply in the future with all relevant legal requirements and may be subject to misperception.

Our advertisements may not have complied in the past with all relevant legal requirements and may be subject to misperception.

We cannot guarantee that all of our public statements that qualify as advertisements, or whole advertising campaigns, comply with legal requirements under competition law or other laws, rules or regulations.

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We may also be forced to publicly correct incorrect statements.

In addition, our public communications also may have contained, or may contain in the future, incorrect information or statements or may be subject to misperception.

In addition, our public communications also may have contained incorrect information or statements or may be subject to misperception.

We often advertise our products with rather general characteristics and specifications that are subject to interpretation, such as “green” or “environmentally friendly” and any statement relating thereto may spark discussions, challenges or legal claims should any of our customers or other third party have an understanding of these characteristics and specifications that differs from ours.

Any of the foregoing could adversely affect our reputation and brand and our business.

We intend to market and sell our products via direct business-to-business channels and will not maintain a network of physical presences.

We sell our products to our customers via customary business-to-business channels rather than through physical sales offices, company-owned retail stores or another form of physical presence.

This distribution model subjects us to various risks as it requires, in the aggregate, significant expenditures and provides for slower expansion of our distribution and sales systems than may be possible by utilizing a network of physical presences.

Moreover, we will be competing with other market players who may have well-established distribution channels.

Our success will depend in large part on our ability to effectively further develop our sales channels and marketing strategies.

If we are unable to successfully implement such a distribution model, our business, reputation, results of operations, financial condition and prospects could be adversely affected.

Product recalls or defects that subject us to warranty claims could materially adversely affect our business, prospects, operating results and financial condition.

Our solar solutions are new, complex products that we continually develop, and their reliability and durability in day-to-day wear and tear have not yet been proven over a full lifetime in real-life conditions.

Despite testing conducted either by us or by our supplier partners that simulated lifetime conditions, there can be no assurances about how real-life conditions may vary from the test results.

In the future, we may, voluntarily or involuntarily, initiate a recall if any of our products prove to be defective or noncompliant with applicable relevant regulatory or safety standards.

Relevant defects may include, for example, a lack of durability of our solar modules, intense heat development or thermal expansion of our modules.

Any product recall in the future may result in adverse publicity and damage our brand.

Such recalls could involve significant expense and diversion of management attention and other resources and could adversely affect our business, prospects, financial condition and results of operations.

Furthermore, defects could result in warranty claims from customers.

Warranty claims from customers that exceed our provision for warranty costs could materially adversely affect our business, operating results and financial condition.

The solar modules and other components in our products could pose certain health and safety risks.

Solar modules, including those that are part of our solar kits for commercial vehicles, may pose various risks to the environment.

Solar modules include components and complex systems that can fail, such as switches, fuses and wiring feeding the solar modules’ power into a vehicle’s systems.

In addition, chemicals and potentially toxic materials are used in the production of solar cells in a process that generates many toxic byproducts such as hexafluoride.

These products are dangerous for the environment as well as for humans.

Even if producers of our solar modules have implemented safety procedures related to the handling of such toxic materials, a safety issue, contamination or fire related to the solar modules could disrupt operations.

Furthermore, solar modules may catch fire due to, for example, spontaneous combustion, either from the parts within the modules or in the surrounding environment, due to the high levels of heat produced by the device.

In the case of vehicle-applied solar solutions, such as our solar kits for commercial vehicles, other solar modules or components attached thereto that come loose may cause accidents, which may result in damage to property or even bodily harm.

In addition, in the event that solar modules overcharge the battery, there is a risk of damage to the vehicle.

Furthermore, depending on the type of battery used in the vehicle, overcharging may lead to the production of oxyhydrogen or even fire.

Solar modules that catch fire may produce heat, smoke and toxic byproducts and may lead to the destruction of the vehicle or may cause bodily harm.

While we do not currently receive official certifications from our standard suppliers of photovoltaic (“PV”) modules, we conduct internal and external testing of the PV modules in accordance with ISO/ECE standards.

Additionally, our MCU has achieved ECE R-10 certification and therefore complies with regulatory requirements for electromagnetic compatibility.

Interruptions or failures of information technology and communications systems could disrupt our business and affect our ability to effectively provide our services.

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Any disruption of the networks and services of independent third-party service providers could also negatively affect our operations, accessibility or offering

If we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we may face risks associated with international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business.

If we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we expect that our initial markets will be central Europe and the United States (through our recent co-marketing agreement with Merlin Solar Technologies), but our geographic coverage could exceed these markets.

As a result, we would face risks associated with such growth, including possible unfavorable regulatory, political, tax and labor conditions, which could harm our business, as well as cause us to incur significant expenditures necessary to satisfy relevant regulatory requirements or obtain product certification in such new markets.

Our operations will be subject to the local legal, political, regulatory and social requirements and economic conditions in the relevant jurisdictions.

There is no guarantee that we will obtain relevant certifications for our products in the relevant markets or at all.

We have not yet checked the feasibility of a rollout of our products in all the markets in which we may operate in the future and may identify political, regulatory, operational or practical hurdles, which may render an expansion into such a market unfeasible.

If we are unable to attract and retain key employees and hire additional qualified management, technical and engineering personnel, our ability to compete could be harmed.

Our success and financial performance depend on technological innovation and resources.

Our success in such an environment depends, to a large extent, on our management and the ability to retain our key personnel.

We benefit from the expertise and knowledge of our research and development team and our competitiveness could be significantly impaired should we be unable to retain the key employees in our research and development team or any other team member.

Any temporary or permanent unavailability or any unexpected loss of one or more of our management members or key employees could adversely affect our business and competitiveness.

Changes in management may also have a significant impact on our operations and the loyalty and motivation of our employees.

Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop highly qualified personnel.

In light of our decision to terminate the Sion program in February 2023, we terminated the employment of 254 employees and, in this context, additional employees decided to resign.

Thereafter, in connection with the new corporate structure and business model envisioned in the then-current negotiations surrounding the Yorkville Investment Agreements, we terminated the contracts of 40 employees, including the contracts of the four managing directors of the Subsidiary, in September 2023.

In addition, in late October 2023, we gave notice to all of our remaining employees in the interest of protecting the Subsidiary’s creditors during the Self-Administration Proceedings by ensuring that employee wages did not result in an additional liquidity burden.

Following our entry into the Yorkville Investment Agreements with Yorkville, we offered to rehire those 40 employees in November 2023, more than 80% of which accepted the offer.

In 2025, we further reduced our headcount and there may be further reductions in our workforce depending on the extent to which we are able to scale our business in the future.

Those employee terminations and the events surrounding them may have damaged our reputation as an employer and may significantly negatively affect our ability to hire and retain employees.

Further, the significant reduction in headcount in 2023, as well as the change in management at both the Company and Subsidiary levels in connection with the Yorkville Investment Agreements, which in both cases resulted in smaller management teams, expose us to the risk that employees with relevant knowledge and know-how may have left us and that the remaining employees may not be able, or may not have the adequate skills or time, to successfully perform all of the functions that are necessary for us to manage, develop or grow our business.

We may have to hire additional employees in order to maintain our daily operations, corporate functions and be able to complete the development of our solar technology in order to start its commercial production according to our currently envisioned timelines.

We may not succeed in hiring employees in sufficient numbers or at all, as our technological solutions are complex and innovative and individuals with sufficient experience with solar technology, particularly solar technology used in vehicles, are scarce, and as a result, we will need to expend significant time and money to train available employees.

Competition for qualified employees is intense, and our ability to hire, attract and retain them depends, among others, on our ability to provide competitive compensation.

Despite our emergence from the former Self-Administration Proceedings, these proceedings and the events that led up to them are likely to have damaged our reputation as an employer.

Furthermore, we have a limited operating history and our brand and reputation as an employer are not as developed as that of established market players.

We have not yet generated any material revenues, significantly depend on external financing and may not be able to offer potential employees attractive or competitive remuneration.

We may therefore not be able to attract, integrate, develop or retain qualified personnel in sufficient quantities or at all.

Any failure to do so could adversely affect our business, including the execution of our global business strategy.

Unqualified or unreliable personnel may also expose us to various risks not directly related to our operations, such as violations against insider trading laws, the misappropriation of trade and business secrets or personal data from our technology infrastructure, material incorrect entries in our accounting systems, weak management of our customer or supplier relationships or logistics management.

We are exposed to various liability risks resulting from past or existing employment relationships and labor laws.

In light of our decision to terminate the Sion program in February 2023 and our financial situation, we terminated the vast majority of our employees.

Thereafter, in connection with the corporate structure and future business model envisioned in the Yorkville Investment Agreements, including the streamlined initial business focus on the Solar Bus Kit, we terminated the contracts of 40 employees, including the contracts of the four managing directors of the Subsidiary, in September 2023.

In 2025, we further reduced our headcount and there may be further reductions in our workforce depending on the extent to which we are able to scale our business in the future.

Thereafter, in connection with the corporate structure and business model envisioned in the Yorkville Investment Agreements, including the streamlined initial business focus on the Solar Bus Kit, we terminated the contracts of 40 employees, including the contracts of the four managing directors of the Subsidiary, in September 2023.

In addition, in line with our streamlined operational approach and strategic focus on key partnerships, the Subsidiary has over the last year implemented a reduction in workforce.

In the event of any employee terminations, we face the risk of legal proceedings in which the former employees may challenge their termination, claim damages or other payments and benefits in relation to their employment relationship or seek ownership in intellectual property rights and other assets.

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This could have a material adverse effect on our business, results of operations, value chain and financial condition.

Fluctuations in currency exchange rates may significantly impact our results of operations.

A substantial percentage of our operations are conducted in Europe.

As a result, we are exposed to an exchange rate risk between the U.S.

dollar and the Euro.

The exchange rates between these currencies in recent years have fluctuated significantly and may continue to do so in the future.

An appreciation of the Euro against the U.S.

dollar could increase the relative cost of our products outside of Europe, which could lead to decreased sales.

Conversely, to the extent that we are required to pay for goods or services in U.S.

dollars, the depreciation of the Euro dollar against the U.S.

dollar would increase the cost of such goods and services.

We do not hedge our currency exposure and, therefore, we incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the Euro.

Given the volatility of exchange rates, we might not be able to effectively manage our currency transaction risks, and volatility in currency exchange rates might have a material adverse effect on our business, financial condition or results of operations.

Our operations could be adversely affected as a result of disasters, geopolitical events or unpredictable events.

Our operations could be disrupted, among others, by natural disasters such as earthquakes, fires or explosions, pandemics and epidemics, power outages, terrorist attacks, cyberattacks, war or other critical events.

This also applies to the operations of our suppliers and other business partners.

Disruptions may also result from possible regulatory or legislative changes in the relevant jurisdictions of our, our suppliers’ or our business partners’ operations.

There is currently significant uncertainty about the future relationship between the United States and various other countries, with respect to trade policies, treaties, government regulations and tariffs.

For example, the recent imposition of tariffs and/or changes in tariffs on various products by the U.S.

and other countries, including China and Canada, have introduced greater uncertainty with respect to trade policies and government regulations affecting trade between the United States and other countries, and new and/or increased tariffs have subjected, and may in the future subject, us to additional costs and expenditure of resources.

Major developments in trade relations, including the imposition of new or increased tariffs by the U.S.

and/or other countries, and any emerging nationalist trends in specific countries could alter the trade environment and consumer purchasing behavior which, in turn, could have a material effect on our financial condition and results of operations.

We cannot predict future trade policy and regulations in the United States and other countries, the terms of any renegotiated trade agreements or treaties or tariffs and their impact on our business.

An escalated trade war could have a significant adverse effect on world trade and the world economy.

To the extent that trade tariffs and other restrictions imposed by the United States or other countries increase the price of, or limit the amount of, our products or components or materials used in our products imported into the United States or other countries, or create adverse tax consequences, the sales, cost or gross margin of our products may be adversely affected and the demand from our customers for products and services may be diminished.

Uncertainty surrounding international trade policy and regulations as well as disputes and protectionist measures could also have an adverse effect on consumer confidence and spending.

If we deem it necessary to alter all or a portion of our activities or operations in response to such policies, agreements or tariffs, our capital and operating costs may increase.

In February 2022, Russia invaded Ukraine across a broad front.

In response to this aggression, governments around the world have imposed severe sanctions against Russia.

These sanctions disrupted manufacturing, delivery and supply chains at a global scale.

In addition, the recent war between Israel and Hamas may also disrupt or otherwise negatively impact manufacturing, delivery and supply chains at a global scale and may also have a material impact on business relationships with customers in the region.

We cannot yet foresee the full extent of the impact that these wars and the sanctions imposed as a result thereof, as well as any future sanctions that may be imposed in connection with these wars, will have on our business and operations.

Such impact will depend on future developments of the wars, which are highly uncertain and unpredictable.

The wars could have a material impact on our results of operations, liquidity and capital management.

We will continue to monitor the situation and the effect of these developments on our liquidity and capital management.

At the same time, we have taken actions to maintain operations and to secure our supply chain.

Regulatory, Legal and Tax Risks

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We are subject to various environmental laws and regulations that could impose substantial costs upon us.

Our operations, are or will be subject to international, national, regional and/or local environmental laws and regulations, including, in the jurisdictions in which we intend to sell our products, laws relating to the use, handling, storage, disposal and human exposure to hazardous materials (including the German Federal Soil Protection Act ( Bundes-Bodenschutzgesetz ), and Regulation (EC) no.

Our operations have been subject to international, national, regional and/or local environmental laws and regulations, including, in the jurisdictions in which we intend to sell our products, laws relating to the use, handling, storage, disposal and human exposure to hazardous materials (including the German Federal Soil Protection Act (Bundes-Bodenschutzgesetz), and Regulation (EC) no.

1907/2006 (REACH)).

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Environmental and health and safety laws and regulations can be complex.

We expect that we will be affected by future amendments to such laws or other new environmental and health and safety laws and regulations, which may require us to change our operations, potentially resulting in a material adverse effect on our business, prospects, financial condition and operating results.

These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties.

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Technological innovation will be a crucial aspect of our potential success.

We have been granted several patents for our technologies and intend to continue to file additional patent applications in the future.

We have been granted several patents for our technologies.

As the number of competitors in our market increases, and as the number of patents issued in the area of mobility grows, the possibility of patent infringement claims against us or by us increases.

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Because of the number of patents issued and patent applications filed in our technical areas or fields (including some pertaining specifically to electric vehicles), we may identify third party technologies that infringe our patents, or our competitors or other third-parties may assert that our technology and the methods we employ in the use of products incorporating our technology are covered by patents held by them.

In addition, because patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, we may not be aware of certain patent applications that are currently pending, which applications may result in issued patents that our technology or other future products would infringe.

Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications that may ultimately issue with claims that we infringe.

Our ability to successfully commercialize our solar technology, and therefore our ability to potentially generate meaningful revenue streams, may be significantly impaired should it or any of its components violate third parties’ intellectual property rights.

The scope of patent claims is subject to construction based on interpretation of the law, the written disclosure in a patent and the patent’s prosecution history.

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Our trademark registrations and applications are valuable assets and may be challenged, infringed, circumvented or declared generic or determined to infringe a third party’s trademarks.

For example, in Europe, we are in ongoing discussions with a producer of telescopic sights who filed oppositions against various trademarks that were filed by us after our rebranding process and recently received a notice of cancellation in response to the opponent’s application for a declaration of invalidity against our registered trademark of our logo that displays a circle with a dot between the words “Sono Motors”.

We currently plan to appeal the cancellation.

There is a risk that we may not be able to protect our rights to these or other trademark registrations or applications, which may be necessary to build name recognition among potential collaborators or customers in our markets of interest.

See “ Item 1A.

Risk Factors — Risks Related to our Business and Operations — We depend on the adequate protection of our intellectual property, which can be difficult and costly ” .

There is a risk that we may not be able to protect our rights to these or other trademark registrations or applications.

Equally, there can be no assurance that we will be successful in registering additional or replacement trademarks if we were to engage in a rebranding.

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Successful third-party challenges to the use of any of our trademarks may require us to rebrand our business or certain products or services associated therewith.

Over the long term, if we are unable to establish name recognition based on our trademarks, then we may not be able to compete effectively, and our business may be adversely affected.

We may fail to adequately maintain the quality of our products and services associated with our trademarks, and any loss to the distinctiveness of our trademarks may cause us to lose certain trademark protection, which could result in the loss of goodwill and brand recognition in relation to our name and products.

In addition, we may license our trademarks to third parties, such as distributors.

Though these license agreements may provide guidelines for how our trademarks may be used, a breach of these agreements or misuse of our trademarks by these licensees may jeopardize our rights in or diminish the goodwill associated with our trademarks.

Our efforts in enforcing or protecting our trademarks may be ineffective and could result in substantial costs and diversion of resources and adversely affect our business.

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The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage.

others may be able to make products or processes that are identical or similar to any product or process we may develop and commercialize or utilize similar intellectual property or technologies that we now or may in the future own or have in-licensed;

we or our future licensors or collaborators might not have been the first to make the inventions covered by the patents or pending patent applications that we own or have in- licensed;

we or our future licensors or collaborators might not have been the first to file patent applications covering certain of our or their inventions;

others may be able to make products or processes that are identical or similar to any product or process we have developed and commercialized or utilize similar intellectual property or technologies that we now or may in the future own or have in-licensed;

we might not have been the first to make the inventions covered by the patents or pending patent applications that we own or have in- licensed;

we might not have been the first to file patent applications covering certain of our or their inventions;

others may independently develop similar or alternative intellectual property or technologies or duplicate any of our intellectual property or technologies without infringing our owned or in-licensed intellectual property rights;

it is possible that our pending patent applications or those that we may own or in-license in the future will not lead to issuance of patents;

it is possible that our pending patent applications will not lead to issuance of patents;

patents that we own or have in-licensed may be held invalid or unenforceable, including as a result of legal challenges by our or our licensors’ competitors;

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We are exposed to the risk of litigation or other legal proceedings that could cause us to spend substantial resources and disrupt our business.

We are exposed to the risk of product liability claims, regulatory action and litigation if any defect of our solar technology solutions or other innovations is alleged to have caused loss or injury.

We face the risk of significant monetary exposure to product liability claims in the event our products do not perform as expected or contain design, manufacturing, or warning defects, and to claims without merit, or in connection with malfunctions, resulting in personal injury or death.

Product liability claims could arise, for example, from malfunctions, defects, quality issues, design flaws or structural weaknesses relating to, or abuse of, our solar technology solutions implemented in or offered with vehicles.

Our risks in this area are particularly pronounced given the limited field experience of our products and because we are a new entrant into the market.

Any product liability claims or corresponding regulatory actions against us could result in increased costs and could adversely affect our reputation and our perception by our customers.

We may not be able to secure product liability insurance coverage on commercially acceptable terms, at reasonable costs when needed or at all and insurance coverage might not be sufficient to cover all potential product liability claims.

In light of our decision to terminate the Sion passenger car program in February 2023, as of the end of March 2023, we terminated the vast majority of our employees.

In 2025, we further reduced our headcount and there may be further reductions in our workforce depending on the extent to which we are able to scale our business in the future.

In addition, in line with our streamlined operational approach and strategic focus on key partnerships, the Subsidiary has over the last year implemented a reduction in workforce.

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We may be or become a passive foreign investment company ( “ PFIC ” ), which could result in adverse United States federal income tax consequences to United States investors.

Based on the composition of our income and valuation of our assets, including goodwill, we believe that we were not a PFIC in our taxable year ended December 31, 2024.

Based on the composition of our income and valuation of our assets we believe that we were not a PFIC in our taxable year ended December 31, 2025.

The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time.

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Risks Related to our Securities

An investment in our securities carries a high degree of risk and should be considered as a speculative investment.

We have a limited history of earnings, a limited operating history, have not paid dividends, and are unlikely to pay dividends in the immediate or near future.

The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business.

An investment in our securities may result in the loss of an investor’s entire investment.

Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment our securities.

The market price of our Ordinary Shares may be highly volatile, and you could lose all or part of your investment.

The trading price of our Ordinary Shares is likely to be volatile.

Our stock price could be subject to wide fluctuations in response to a variety of other factors, which include:

whether we achieve our anticipated corporate objectives;

changes in financial or operational estimates or projections;

termination of restrictions on the ability of our stockholders to sell their shares;

general economic or political conditions in the United States or elsewhere.

In addition, the stock market in general has recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.

Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

This volatility may prevent you from being able to sell your Ordinary Shares at or above the price you paid for them.

If the market price of our Ordinary Shares after this offering does not exceed the offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

We may, in the future, issue additional Ordinary Shares or other securities, which would reduce investors’ percent of ownership and dilute our share value.

Future sales or issuances of equity securities could decrease the value of the Ordinary Shares, dilute shareholders’ voting power and reduce future potential earnings per Ordinary Share.

We may sell additional equity securities in subsequent offerings (including through the sale of securities convertible into Ordinary Shares) and may issue additional equity securities to finance our operations, acquisitions or other business projects.

We cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Ordinary Shares.

Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Ordinary Shares.

With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per Ordinary Share.

Subject to the terms of our articles of incorporation and applicable securities laws, we are not restricted from issuing additional Ordinary Shares or securities similar to the Ordinary Shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, Ordinary Shares.

The market price of the Ordinary Shares could decline as a result of sales of Ordinary Shares, sales of other securities made after this offering, or as a result of the perception that such sales could occur.

Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings.

Thus, holders of the Ordinary Shares bear the risk of our future offerings reducing the market price of the Ordinary Shares and diluting their holdings in the Ordinary Shares.

Future equity issuances and digital-asset-linked financings may dilute existing shareholders and affect the market price of our Ordinary Shares.

The Company has entered into, and may in the future enter into, additional financing arrangements that could result in the issuance of a substantial number of Ordinary Shares.

During fiscal 2025, the Company completed the transactions contemplated by the Yorkville Restructuring Investment and the Yorkville Commitment, in connection with which the Company issued Preferred Shares to Yorkville that are convertible into Ordinary Shares, provided, that under the Exchange Agreement, Yorkville may not convert Preferred Shares if, after giving effect to such conversion, Yorkville and any of its affiliates would beneficially own more than 4.99% of the number or voting power of the Ordinary Shares outstanding immediately after giving effect to such conversion, which limitations may be waived by Yorkville upon not less than 65 days’ prior notice to the Company.

In addition, subsequent to year-end, the Company issued the Pre-Funded Warrant to Yorkville.

The Pre-Funded Warrant is exercisable for up to 283,367 Ordinary Shares at an exercise price of €0.01 per share (subject to certain adjustments), is exercisable immediately upon issuance, and may be exercised, in whole or in part, at any time until exercised in full.

Yorkville (together with its Attribution Parties (as defined in the Pre-Funded Warrant)) may not exercise any Pre-Funded Warrant to the extent that Yorkville would own more than 4.99% of the outstanding Ordinary Shares immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of such Pre-Funded Warrant, which percentage may be changed at Yorkville’s election to a lower or higher percentage not in excess of 9.99% upon 61 days’ notice to the Company, subject to the terms of the Pre-Funded Warrant.

If such limitations are waived and all of such securities are converted or exercised, the number of outstanding Ordinary Shares could increase materially, resulting in dilution of existing shareholders’ voting and economic interests.

While these arrangements strengthen liquidity and support the Company’s growth initiatives, they also expose shareholders to potential future dilution and share-price volatility.

The market price of the Company’s Ordinary Shares may fluctuate based on expectations regarding the timing, scale, or pricing of any future equity issuances under these or similar facilities.

Digital-asset treasury and market-value volatility could adversely affect our financial position and liquidity.

As part of its long-term capital strategy, the Company established a digital asset treasury (DAT) Strategy that includes holdings of BTC acquired in connection with the Treasury Strategy.

While these assets are intended to generate on-chain yield and support future digital-finance initiatives, they expose the Company to risks not typically associated with traditional financial instruments.

The market for digital assets such as BTC is highly volatile and subject to rapid and material fluctuations in value due to regulatory changes, technology vulnerabilities, network-level disruptions, and shifts in market sentiment.

A significant decline in BTC token prices could reduce the carrying value of the Company’s digital-asset holdings and collateral base, potentially resulting in impairment charges or the need to post additional collateral under certain custodial or trading arrangements.

In connection with the Treasury Strategy, the Company transfers Bitcoin to Blockchain.com (BVI) II Limited as collateral pursuant to the Credit Support Annex to the ISDA Master Agreement, in amounts determined by reference to the mark-to-market exposure under the outstanding derivative and hedging transactions.

While such collateral is posted, the Company's ability to recover the transferred Bitcoin is contractually limited to Blockchain.com's performance of its return obligations under the Credit Support Annex.

As a result, the Company bears counterparty credit exposure to Blockchain.com for the value of Bitcoin transferred as collateral.

Any default, insolvency or operational failure by Blockchain.com could adversely affect the Company's ability to recover such assets, which could materially impair the Company's liquidity position and its ability to fund its ongoing operating expenses and obligations.

Although management has implemented procedures to monitor counterparty, custody, and market-price risk, there can be no assurance that such measures will prevent losses or liquidity constraints arising from future market volatility or regulatory developments affecting digital-asset markets.

Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales may occur, could cause the market price of our Ordinary Shares to decline.

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In connection therewith, our authorized share capital was reduced from 320,000,000 Ordinary Shares, with a nominal value of €0.06 each, to 4,300,000 Ordinary Shares, with a nominal value of €0.02 each, and from 4,000,000 High Voting Shares, with a nominal value of €1.50 each, to 53,400 High Voting Shares, with a nominal value of €0.50 each.

The Company still intends to lower the nominal value of each Ordinary Shares into €0.01 and each High Voting Share into €0.25, without any distribution or payment to shareholders, in order to implement and perfect the resolutions adopted at the January 2024 EGM.

In accordance with resolutions adopted and approved amendments to the Company’s articles of association at the January 2024 EGM our authorized capital was further changed to 120,000,000 Ordinary Shares, with a nominal value of €0.01 each, 40,000 High Voting Shares, with a nominal value of €0.25 each, and 1,401 Preferred Shares, with a nominal value of €300 each.

Following clearance from FINRA, the Reverse Share Split took market effect on January 6, 2025.

In addition, shareholders at the January 2024 EGM approved a proposal to increase (in one or a series of amendments) our authorized share capital in order to cover conversions under the convertible debentures held by Yorkville.

At the Company’s extraordinary meeting of shareholders on November 7, 2024 (the “November 2024 EGM”), the shareholders approved a proposal to increase (in one or a series of amendments) our authorized share capital in order to cover the increase of our authorized share capital under an authority of the management board to issue Ordinary Shares or grant rights to subscribe for Ordinary Shares.

Further, pursuant to the proposed Debt Conversion, Yorkville will receive Preferred Shares that are convertible into Ordinary Shares.

Further, pursuant to the approved and completed Debt Conversion, Yorkville received 1,401 Preferred Shares that are convertible into Ordinary Shares.

The conversion of such Preferred Shares as well as the issuance of any additional Ordinary Shares will cause substantial dilution to our then existing shareholders.

We cannot predict the size of future issuances of our Ordinary Shares, or the effect, if any, that future issuances and sales of shares would have on the market price of our Ordinary Shares.

Following the delisting of our Ordinary Shares from the Nasdaq Global Market in February 2024, we may not be able to meet the initial listing requirements for admission of our Ordinary Shares to trading on Nasdaq or another stock exchange in the future and therefore may not be able to have our Ordinary Shares admitted to trading on a stock exchange in the future.

Following the listing of our Ordinary Shares on the Nasdaq Capital Market in September 2025, we may not be able to meet the continuing listing requirements of the Nasdaq Capital Market and therefore may not be able to have our Ordinary Shares traded on Nasdaq or other national stock exchange in the future.

Our Ordinary Shares have been listed on the Nasdaq Capital Market since September 2025.

To maintain this listing, we must continue to satisfy Nasdaq’s ongoing listing standards, including requirements relating to, among other things, minimum bid price, market value of publicly held shares, market value of listed securities, shareholders’ equity, corporate governance, and timely filing of periodic reports with the SEC, as well as other qualitative and quantitative criteria.

Our ability to meet these continued listing requirements may be adversely affected by factors outside of our control, including declines in our share price, volatility in the trading market for our Ordinary Shares, reduced investor demand, adverse developments in our business, financial condition, results of operations, liquidity, or prospects, and broader market conditions.

In addition, actions we may take to preserve liquidity, pursue financings or strategic alternatives, or restructure operations could negatively affect our ability to satisfy one or more Nasdaq continued listing standards.

Our Ordinary Shares were delisted from the Nasdaq Global Market effective February 25, 2024, which has had, and may continue to have, a material adverse effect on our business and the trading and price of our Ordinary Shares.

As at the date of this Annual Report, the Company’s Ordinary Shares are quoted on the OTCQB on an “unsolicited only” basis.

The OTCQB is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in the over-the-counter equity securities and provides significantly less liquidity than a listing on the Nasdaq Stock Markets or other national securities exchange.

Securities included on the OTCQB are traded by a community of market makers that enter quotes and trade reports.

This market is limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our securities.

Quotes for securities included on the OTCQB are not listed in the financial sections of newspapers as are those for the Nasdaq Stock Market or the NYSE.

Therefore, prices for securities traded solely on the OTCQB may be difficult to obtain.

Trading on the OTCQB as opposed to a national securities exchange had resulted and may continue to result in a reduction in some or all of the following, each of which could have a material adverse effect on the price of our Ordinary Shares and our company:

liquidity of our Ordinary Shares;

the market price of our Ordinary Shares;

more difficult and more expensive financings in the future;

our ability to obtain financing to support our operations and the implementation of our business plan;

decreased ability to issue additional securities or obtain additional financing in the future;

loss of exemption under U.S.

state securities registration requirements, which may require us to comply with applicable U.S.

state securities laws;

the number of institutional and other investors that will consider investing in our Ordinary Shares;

the number of market markers in our Ordinary Shares;

the availability of information concerning the trading prices and volume of our Ordinary Shares;

the number of broker-dealers willing to execute trades in our Ordinary Shares.

In addition, the market price of our Ordinary Shares could be subject to wide fluctuations in response to:

actual or anticipated fluctuations in our results of operations;

the sale by us of our Ordinary Shares or other securities, or the anticipation of sales of such securities;

the trading volume of our Ordinary Shares, particularly if such volume is light;

the introduction of new products or services, or product or service enhancements, by us or our competitors;

announcements of significant acquisitions or other agreements by us or our competitors;

sales or anticipated sales of our Ordinary Shares by our officers or supervisory board members;

conditions and trends in our industry;

changes in our pricing policies or the pricing policies of our competitors;

changes in the estimation of the future size and growth of our markets;

general economic conditions.

The stock market in general, and the OTCQB in particular, have experienced extreme price and volume fluctuations that in some cases may be unrelated or disproportionate to the operating performance of companies.

These broad market and industry factors may materially harm the market price of our Ordinary Shares, regardless of our operating performance.

In addition, this volatility could adversely affect an investor’s ability to sell our Ordinary Shares and/or the available price for such Ordinary Shares at any given time.

We are currently applying to have our Ordinary Shares admitted for trading on the Nasdaq Capital Market.

At the January 2024 EGM, shareholders approved a proposal to effect the Reverse Share Split, at an exchange ratio to be determined by our management board, of the Ordinary Shares and the High Voting Shares and, as part of the Reverse Share Split, to reduce the nominal value per Ordinary Share and High Voting Share.

The Reverse Share Split and the reduction of nominal value of Ordinary Shares and High Voting Shares were effected by means of an amendment of our articles of association on December 23, 2024 and, following approval by FINRA, took market effect on January 6, 2025.

The Reverse Share Split was intended to increase the price of the Company’s Ordinary Shares and to help enable an application for admission of our Ordinary Shares to trading on a stock exchange in the future;

however, such efforts may not ultimately be sufficient.

As a result, we cannot assure you that we will list our Ordinary Shares successfully on the Nasdaq Capital Market or another national securities exchange, or that, once listed, our Ordinary Shares will remain listed thereon.

An active trading market for the Company’s Ordinary Shares may never develop or, if developed, it may not be sustained.

You may be unable to sell your Ordinary Shares unless an active market for such Ordinary Shares can be established and sustained.

Any future failure to meet Nasdaq’s continued listing requirements could again materially and adversely affect the liquidity, trading volume, and market price of our Ordinary Shares and could impair our ability to access the capital markets.

If we fail to satisfy Nasdaq’s continued listing requirements, Nasdaq may issue a deficiency notice and we may be afforded a period of time to regain compliance.

We may not be able to regain compliance within any applicable cure period or at all.

While we may consider available compliance measures, including seeking stockholder approval for corporate actions such as a reverse share split, there can be no assurance that any such measures would be successful, would be implemented in time, or would enable us to maintain our listing on the Nasdaq Capital Market.

If our ordinary shares are delisted from Nasdaq, our securities could be traded on an over-the-counter market (if at all), which would likely result in reduced liquidity, increased price volatility, and a decline in the market price of our ordinary shares.

A delisting could also adversely affect our ability to raise additional financing on acceptable terms or at all, increase our cost of capital, limit our ability to use equity as consideration for strategic transactions or compensation, and increase transaction costs and administrative burdens.

Further, a delisting could adversely affect investor confidence, the market perception of our Company, and the value of an investment in our Ordinary Shares.

The market price of our Ordinary Shares could fluctuate significantly, which could result in substantial losses for purchasers of our Ordinary Shares.

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changes in our shareholder and/or share structure;

the effect of the Reverse Share Split;

future conversions by Yorkville of its convertible debentures or, if we are able to successfully close the Debt Conversion, its Preferred Shares to be issued in connection therewith;

future conversions by Yorkville of its convertible debentures or its Preferred Shares;

changes in macroeconomic conditions;

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significant lawsuits, including patent, shareholder or customer litigation;

the fact that our Ordinary Shares are not currently listed on a national securities exchange;

changes in investor and analyst perception with respect to our business or the solar technology and automotive industries in general; and

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Our multiple-class share structure with different voting rights will limit your ability as a holder of Ordinary Shares to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Ordinary Shares may view as beneficial.

We currently have a dual-class share structure, as our share capital consists of Ordinary Shares and High Voting Shares.

If the Preferred Shares are created and issued as described in more detail below, we will have a multiple-class share structure with a share capital consisting of Ordinary Shares, High Voting Shares and Preferred Shares.

We currently have a multiple-class share structure, as our share capital consists of Ordinary Shares, High Voting Shares and Preferred Shares.

In respect of matters requiring the votes of shareholders, holders of Ordinary Shares are entitled to one vote per share, while holders of High Voting Shares are entitled to 25 votes per share.

Each High Voting Share is convertible into one Ordinary Share at any time by the holder thereof, while Ordinary Shares are not convertible into High Voting Shares under any circumstances.

If the Articles Amendment (as defined below) is implemented to establish the Preferred Shares, a holder of Preferred Shares will be entitled to 30,000 votes per Preferred Share;

provided, however, that if a holder holds shares with an aggregate nominal value exceeding €20,000, such holder can only vote a number of shares equal to 9.99% of the votes attached to all issued and outstanding shares of the Company.

A holder of Preferred Shares is entitled to 30,000 votes per Preferred Share;

This limitation may be lifted by a resolution of the Company’s supervisory board.

Further, each Preferred Share will be convertible into 30,000 Ordinary Shares at the Effective Conversion Price (as defined below).

Ordinary Shares will not be convertible into Preferred Shares under any circumstances.

Further, each Preferred Share is convertible into 30,000 Ordinary Shares at the Effective Conversion Price (as defined below).

Ordinary Shares are convertible into Preferred Shares under any circumstances.

As of the date of this Annual Report, all of the issued and outstanding High Voting Shares are held by SVSE.

The sole member of SVSE is George O’Leary, the Company’s Chief Executive Officer and sole Managing Director.

The sole member of SVSE is George O’Leary, the Company’s former Chief Executive Officer and former Managing Director.

The current concentration of ownership, if so maintained, may discourage, delay or prevent a change in control of our Company, which could deprive our other shareholders of an opportunity to receive a premium for their Ordinary Shares as part of a sale of our Company and might ultimately affect the market price of our Ordinary Shares.

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In connection with the Debt Conversion, shareholders at the November 2024 EGM approved the creation of a new class of Preferred Shares in the capital of the Company.

If the Company is able to successfully close the Debt Conversion, the Company will create the Preferred Shares by adopting an amendment to its articles of association (the “Articles Amendment”).

A Preferred Share will be pro rata its nominal value entitled to dividend rights and will have a preferred entitlement upon liquidation of the Company.

Under the terms of the Exchange Agreement, as amended, the Company agreed to issue 1,242 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Convertible Debentures, the 2024 Debentures, the New Commitment Debenture (if issued) and the Advance Debentures.

As a result of a successful closing of the Debt Conversion, the Company issued 1,401 Preferred Shares to Yorkville and adopted an amendment to its articles of association (the “Articles Amendment”).

A Preferred Share is pro rata its nominal value entitled to dividend rights and will have a preferred entitlement upon liquidation of the Company.

Under the terms of the Exchange Agreement, as amended, the Company issued 1,401 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Debentures, the 2024 Debentures, the New Commitment Debenture and the Advance Debentures.

In connection with the conversion of each Preferred Share, the effective conversion price (the “Effective Conversion Price”) per share will be equal to 85% of the lowest daily volume weighted average price of the Ordinary Shares during the 10 trading days immediately preceding the date of the notice of conversion, subject to a floor price equal to (i) $4.00 from the closing date until the end of the day that is six months from the date the Ordinary Shares are listed on the Nasdaq Capital Market, and (ii) $1.00 thereafter.

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Risk Factors — Risks Related to Our Securities — Future offerings of debt or equity securities by us could adversely affect the market price of our Ordinary Shares, and future issuances of equity securities could lead to a substantial dilution of our shareholders ” .

The closing of the transactions contemplated by the Exchange Agreement and the Securities Purchase Agreement are subject to certain conditions precedent, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

There can be no assurances as to when or if the transactions contemplated by these agreements, including the issuance of the Preferred Shares in exchange for the outstanding convertible debentures, will be implemented.

If the Debt Conversion closes and the Preferred Shares are issued, Yorkville will acquire a large ownership stake in the Company.

Furthermore, if we are able to successfully close the Securities Purchase Agreement and Yorkville and SVSE enter into the Call Option Agreement (as defined herein), as currently intended, the Call Option (as defined herein) granted by SVSE to Yorkville would enable Yorkville to acquire an even larger ownership stake in the Company.

As a result of the Debt Conversion and issuance of the Preferred Shares, Yorkville has acquired a large ownership stake in the Company.

Furthermore, if Yorkville and SVSE enter into the Call Option Agreement (as defined herein), as currently intended, the Call Option (as defined herein) granted by SVSE to Yorkville would enable Yorkville to acquire an even larger ownership stake in the Company.

Under the Call Option Agreement, if executed, Yorkville would have the ability, at its discretion, to purchase all of the Ordinary Shares and High Voting Shares held by SVSE in one or more transactions prior to the Expiration Time (as defined herein), provided that Yorkville may not exercise the Call Option if, after giving effect to such exercise, Yorkville and any of its affiliates would beneficially own more than 4.99% of (i) the number of High Voting Shares outstanding, (ii) the number of Ordinary Shares outstanding, or (iii) the voting power of the total capital of the Company (including due to the voting rights of the High Voting Shares).

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The Company may seek to raise such capital through the issuance of additional equity or debt securities with conversion rights (e.g., convertible bonds and option rights) or preferred equity (e.g., preference finance shares).

An issuance of additional equity or debt securities with conversion rights, including the issuance of the Preferred Shares to Yorkville in connection with the Debt Conversion, if implemented, could potentially reduce the market price of our Ordinary Shares, and the Company currently cannot predict the amounts and terms of such future offerings.

We expect such funding to be in the form of, or at least include, additional equity fundraising, which will dilute existing shareholders.

An issuance of additional equity, including the issuance of Ordinary Shares in connection with conversions of our Preferred Shares by Yorkville, or debt securities with conversion rights could potentially reduce the market price of our Ordinary Shares, and the Company currently cannot predict the amounts and terms of such future offerings.

We expect such funding to be in the form of, or at least include, additional equity and/or debt fundraising, which will dilute existing shareholders.

If such offerings of equity or debt securities with conversion rights are made without granting preemptive rights to our existing shareholders, these offerings would dilute the economic and voting rights of our existing shareholders.

Preemptive rights may be restricted or excluded by a resolution of the general meeting or by another corporate body designated by the general meeting.

Our supervisory board has been authorized for a period of 18 months following the date of the Company’s annual general meeting which took place on July 31, 2024 (the “2024 AGM”) or until the next annual general meeting of shareholders (whichever comes first) to issue 105,711,643 shares or grant rights to subscribe for 105,711,643 Ordinary Shares and to limit or exclude preemptive rights in connection therewith.

In addition, shareholders at the January 2024 EGM approved proposals to (i) grant rights to subscribe for Ordinary Shares (the “Debenture Shares”) to the holder(s) of the 2022 Convertible Debentures (as defined herein) or the new convertible debentures issued to Yorkville in connection with the Yorkville Restructuring Investment, including the recent $5 million funding commitment, (ii) effect the potential issuance of more than 20% of the Company’s outstanding shares upon the conversion of one or more of such debentures, and (iii) exclude any pre-emption rights in relation to such debentures and the granting of rights to subscribe for the Debenture Shares.

In addition, shareholders at the November 2024 EGM approved, among others, proposals to (i) issue Preferred Shares or grant rights to subscribe for Preferred Shares in connection with the convertible debentures held by Yorkville and (ii) exclude any pre-emption rights in relation thereto.

Our supervisory board has been authorized for a period of 18 months following the date of our 2025 annual general meeting which took place on August 13, 2025, or until the next annual general meeting of shareholders (whichever comes first) to issue 105,711,643 shares of our Ordinary Shares and/or grant rights to subscribe for 105,711,643 shares of our Ordinary Shares and to limit or exclude preemptive rights in connection therewith and to issue additional High Voting Shares and/or grant rights to subscribe for such additional High Voting Shares for any legal purpose up to a maximum of 13,400 High Voting Shares and to limit or exclude preemptive rights in connection therewith.

All of the foregoing could cause existing shareholders to experience substantial dilution of their interest in us.

In addition, dilution may also arise from (i) the acquisition or investments in companies in exchange, fully or in part, for newly issued Ordinary Shares or High Voting Shares, (ii) conversions by Yorkville of (a) the 2022 Convertible Debentures and (b) the 2024 Debentures, (c) the New Commitment Debenture, if issued, (d) the Advance Debentures and (e) the Preferred Shares, if issued, (iii) stock options or conversion rights granted to our business partners or our customers as well as from the exercise of stock options or conversion rights granted to our employees in the context of existing or future stock option programs or (iv) the issuance of Ordinary Shares to employees in the context of existing or future employee participation programs.

Any future issuance of Ordinary Shares or High Voting Shares or Preferred Shares could reduce the market price of our Ordinary Shares and dilute the holdings of existing shareholders.

In addition, dilution may also arise from (i) the acquisition or investments in companies in exchange, fully or in part, for newly issued Ordinary Shares or High Voting Shares, (ii) conversions by Yorkville of the Preferred Shares and the 2026 Convertible Debentures and the exercise, from time to time, by Yorkville of the Pre-Funded Warrant, (iii) stock options or conversion rights granted to our business partners or our customers as well as from the exercise of stock options or conversion rights granted to our employees in the context of existing or future stock option programs or (iv) the issuance of Ordinary Shares to employees in the context of existing or future employee participation programs.

Any future issuance of Ordinary Shares, High Voting Shares or Preferred Shares could reduce the market price of our Ordinary Shares and dilute the holdings of existing shareholders.

Future sales by major shareholders could materially adversely affect the market price of our Ordinary Shares.

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These preemptive rights may be restricted or excluded by a resolution of the general meeting or by another corporate body designated by the general meeting.

Our supervisory board has been authorized, for a period of 18 months from the 2024 AGM or until the next annual general meeting (whichever comes first) to issue 105,711,643 Ordinary Shares or grant rights to subscribe for 105,711,643 Ordinary Shares and to limit or exclude preemptive rights in connection therewith.

In addition, shareholders at the January 2024 EGM approved proposals to (i) grant rights to subscribe for Debenture Shares to the holder(s) of the 2022 Convertible Debentures or the new convertible debentures issued to Yorkville in connection with the Yorkville Restructuring Investment, (ii) effect the potential issuance of more than 20% of the Company’s outstanding shares upon the conversion of one or more of such debentures, and (iii) exclude any pre-emption rights in relation to such debentures and the granting of rights to subscribe for the Debenture Shares.

In addition, shareholders at the November 2024 EGM approved, among others, proposals to (i) issue Preferred Shares or grant rights to subscribe for Preferred Shares in connection with the debentures held by Yorkville and (ii) exclude any pre-emption rights in relation thereto.

Our Supervisory Board has been authorized for a period of 18 months following the date of our 2025 annual meeting or until the next annual general meeting of shareholders (whichever comes first) to issue 105,711,643 shares or grant rights to subscribe for 105,711,643 Ordinary Shares and to limit or exclude preemptive rights in connection therewith and to issue additional High Voting Shares and/or grant rights to subscribe for such additional High Voting Shares for any legal purpose up to a maximum of 13,400 High Voting Shares and to limit or exclude preemptive rights in connection therewith.

All of the foregoing could cause existing shareholders to experience substantial dilution of their interest in us.

Furthermore, shareholders at the November 2024 EGM approved the creation of a new class of Preferred Shares in the capital of the Company.

Each Preferred Share, when issued, will be convertible into 30,000 Ordinary Shares at the Effective Conversion Price.

Under the terms of the Exchange Agreement, the Company agreed to issue 1,242 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, including the 2022 Convertible Debentures, the 2024 Convertible Debentures, the New Commitment Debenture (if issued) and the Advance Debentures.

If we are able to successfully satisfy the conditions precedent to the Debt Conversion and the Preferred Shares are issued to Yorkville as contemplated by the Exchange Agreement, future conversions of the Preferred Shares to Ordinary Shares could result in substantial dilution to existing shareholders.

For more information about the Preferred Shares and the terms of, and limitations on, their conversion, see “ Item 1A.

Risk Factors — Risks Related to Our Securities — Our multiple-class share structure with different voting rights will limit your ability as a holder of Ordinary Shares to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Ordinary Shares may view as beneficial ” .

For additional risks related to dilution, see “ Item 1A.

In addition, dilution may also arise from, among other things, (i) the acquisition or investments in companies in exchange, fully or in part, for newly issued Ordinary Shares or High Voting Shares, if issued, (ii) stock options or conversion rights granted to our business partners or our customers as well as from the exercise of stock options or conversion rights granted to our employees in the context of existing or future stock option programs or (iii) the issuance of Ordinary Shares to employees in the context of existing or future employee participation programs.

Furthermore, future conversions of the Preferred Shares to Ordinary Shares could result in substantial dilution to existing shareholders.

For more information about the Preferred Shares and the terms of, and limitations on, their conversion, see “ Risk Factors — Risks Related to Our Securities — Our multiple-class share structure with different voting rights will limit your ability as a holder of Ordinary Shares to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Ordinary Shares may view as beneficial.

” For additional risks related to dilution, see “ Risk Factors — Risks Related to Our Securities — Future offerings of debt or equity securities by us could adversely affect the market price of our Ordinary Shares, and future issuances of equity securities could lead to a substantial dilution of our shareholders.

We do not expect to pay any dividends in the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the operations of the Companies, the further development of our solar technology and the scaling of its commercial production, as well as the growth of our business.

Accordingly, we currently do not intend to pay any dividends to holders of our Ordinary Shares.

We currently intend to retain our future earnings, if any, for the foreseeable future, to fund our operations as well as the growth of our business.

Accordingly, we currently do not intend to pay any dividends to holders of our shares.

As a result, capital appreciation in the price of our Ordinary Shares, if any, will be your only source of gain on an investment in our Ordinary Shares.

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In addition, pursuant to Section 404(a) of the Sarbanes-Oxley Act, we are required to furnish a report by our management on our internal control over financial reporting annually.

While we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm pursuant to Section 404(b).

While we remain an emerging growth company, we are not required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm pursuant to Section 404(b).

however, so long as we continue to qualify as a non-accelerated filer and a smaller reporting company, we will remain exempt from the auditor attestation requirement under Section 404(b).

Loss of emerging growth company status, if it were to occur, would increase some of our compliance obligations and costs, but would not, by itself, subject us to Section 404(b) so long as we remain a non-accelerated filer and smaller reporting company.

To achieve compliance with Section 404(a) of the Sarbanes-Oxley Act, we are engaged in documenting and evaluating our internal control over financial reporting, which is both costly and challenging.

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a multi-class share structure which consists of Ordinary Shares and High Voting Shares and, upon execution of the Articles Amendment, Preferred Shares, with Ordinary Shares carrying one vote per share, High Voting Shares carrying 25 votes per share and Preferred Shares carrying 30,000 votes per share;

the High Voting Shares and the Preferred Shares, once issued, are not listed;

the High Voting Shares and the Preferred Shares, are not listed;

a provision that our management board members and the supervisory board members are appointed on the basis of a binding nomination prepared by our supervisory board which can only be overruled by a two-thirds majority of votes cast representing more than half of our issued share capital;

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As a result, our shareholders may not have access to certain information that they may deem important.

We could be an emerging growth company for up to five years from the date of our IPO, although circumstances could cause us to lose that status earlier, including if our total annual gross revenue exceeds $1.235 billion, if we issue more than $1.00 billion in non-convertible debt securities during any three-year period, or if we are a large accelerated filer and the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the end of any second quarter before that time.

We expect that we will cease to be an emerging growth company on December 31, 2026 (the last day of the fiscal year in which the fifth anniversary of the completion of our IPO occurs), although circumstances could cause us to lose that status earlier, including if our total annual gross revenue exceeds $1.235 billion, if we issue more than $1.00 billion in non-convertible debt securities during any three-year period, or if we are a large accelerated filer and the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the end of any second quarter before that time.

We are also a “smaller reporting company,” as defined in the Exchange Act.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business