Sono Group (SSM) delays 10-Q as currency change and digital‑asset accounting complicate filings

Rhea-AI Filing Summary

Sono Group N.V. notified the SEC that it will not timely file its Quarterly Report on Form 10-Q for the three months ended March 31, 2026 and expects to use the additional time permitted under Rule 12b-25.

Management cites significant accounting complexity: a change in reporting currency to the U.S. dollar effective January 1, 2026, first-time presentation of legacy solar operations as discontinued operations and assets/liabilities held for sale, first-time fair-value accounting for digital asset holdings and related complex derivatives, and disclosure related to the subsequent disposition of subsidiary Sono Motors GmbH on May 4, 2026. The company expects to file within the additional period and says the work required coordination with its independent registered public accounting firm.

Insights

Financial Reporting Specialist

Complex accounting transitions drove the delay; key items affect presentation and disclosure.

The filing states the registrant changed its reporting currency to the U.S. dollar effective January 1, 2026

and recast prior‑period comparatives, presented legacy solar operations as discontinued operations, and applied fair‑value accounting for digital assets and related derivatives. These first‑time applications typically require model selection, valuation inputs, and auditor review, which can extend close and review timelines.

The company also references the May 4, 2026

disposition of a subsidiary; coordination of subsequent‑events disclosures and a going concern analysis with auditors is cited as a driver of additional time. Subsequent filings will show the finalized presentation and disclosures.

Accounting Valuation Advisor

Fair‑value and derivative accounting are the technical bottlenecks recognized in the notice.

First‑time fair‑value accounting for digital assets and complex derivative features (written covered calls and embedded conversion features in convertible debentures) requires valuation methodologies, governance documentation, and audit corroboration, each referenced in the notice.

These items materially affect balance sheet classification and income‑statement volatility; the company prepared a going concern analysis and Subsequent Events note in coordination with its auditors. Finalized disclosures will appear when the Form 10‑Q is filed under the Rule 12b‑25 extension.

Key Figures

Net (loss) for Q1 2026: $1,337 thousand Net income for Q1 2025 (recast): $7,802 thousand Reporting currency change effective: January 1, 2026 +2 more

5 metrics

Net (loss) for Q1 2026 $1,337 thousand Three months ended March 31, 2026 (expected)

Net income for Q1 2025 (recast) $7,802 thousand Three months ended March 31, 2025, recast to USD

Reporting currency change effective January 1, 2026 Change from euro to U.S. dollar

Subsidiary disposition date May 4, 2026 Disposition of Sono Motors GmbH referenced in Subsequent Events

Quarter end reported March 31, 2026 Quarterly Report period subject to delay

Key Terms

reporting currency, discontinued operations, fair-value accounting, written covered call options, +1 more

5 terms

reporting currency financial

"change in the Registrant’s reporting currency from the euro to the U.S. dollar effective January 1, 2026"

discontinued operations accounting

"first-time presentation of the Registrant’s legacy solar operations as discontinued operations"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

fair-value accounting accounting

"first-time application of fair-value accounting for the Registrant’s digital asset holdings"

written covered call options financial

"accounting for complex derivative instruments arising from the Registrant’s digital asset treasury strategy, including written covered call options"

embedded conversion features financial

"embedded conversion features in the Registrant’s convertible debentures"

FAQ

Why did Sono Group (SSM) miss the Form 10-Q deadline?

Because significant accounting work and auditor coordination were required. The company cites the reporting currency change to U.S. dollars effective January 1, 2026, first‑time fair‑value accounting for digital assets, classification of legacy solar operations as discontinued, and related subsequent‑event disclosures.

When does Sono Group expect to file the delayed 10-Q?

Sono Group expects to file within the additional time allowed under Rule 12b‑25. The company stated it requires extra time to complete disclosures and to coordinate the going concern and Subsequent Events note with its independent auditors.

Will the delayed 10-Q include an earnings impact for the quarter ended March 31, 2026?

Yes. For the three months ended March 31, 2026, Sono Group expects a net loss of approximately $1,337 thousand, compared with a recast net income of $7,802 thousand for the prior year period, per the notification.

What accounting changes are affecting Sono Group’s 10-Q presentation?

The notice lists multiple first‑time treatments: change of reporting currency to U.S. dollars, presentation of legacy solar operations as discontinued operations, fair‑value accounting for digital assets, and accounting for complex derivatives including written covered calls and embedded conversion features.

Does the company mention any corporate events tied to the delay?

Yes. The company references the subsequent disposition of subsidiary Sono Motors GmbH on May 4, 2026, which required additional disclosure and review in connection with the Quarterly Report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR
		For Period Ended: March 31, 2026
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I-REGISTRANT INFORMATION

Sono Group N.V.

Full name of Registrant

N/A

Former name if Applicable

4965 Trinidad Drive

Address of Principal Executive Office (Street and number)

Land O’ Lakes, FL 34639

City, State and Zip Code

PART II - RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

☒		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Sono Group N.V.’s (the "Registrant") management has been working to finalize the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (the "Quarterly Report"). The preparation of the Quarterly Report presented significant accounting complexity in the current period, including: (i) the change in the Registrant’s reporting currency from the euro to the U.S. dollar effective January 1, 2026, which required the recasting of all comparative prior-period financial information presented in the Quarterly Report; (ii) the first-time presentation of the Registrant’s legacy solar operations as discontinued operations and the classification of the related assets and liabilities as held for sale; (iii) the first-time application of fair-value accounting for the Registrant’s digital asset holdings and the accounting for complex derivative instruments arising from the Registrant’s digital asset treasury strategy, including written covered call options and embedded conversion features in the Registrant’s convertible debentures; and (iv) the evaluation and disclosure of the subsequent disposition of the Registrant’s subsidiary, Sono Motors GmbH, on May 4, 2026. The preparation and review of the disclosures required in connection with the foregoing matters, including the going concern analysis and the Subsequent Events note, required additional time and coordination with the Registrant’s independent registered public accounting firm. As a result, the Registrant is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense. The Registrant expects to be able to file within the additional time allowed by this report.

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PART IV - OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Kevin McGurn			908			538-8733
	(Name)			(Area Code)			(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. For the three months ended March 31, 2026, the Registrant expects to report a net loss of approximately $1,337 thousand, representing a significant decrease from the net income of approximately $7,802 thousand recorded for the three months ended March 31, 2025, as recast in U.S. dollars to reflect the Registrant’s change in reporting currency effective January 1, 2026. The decrease is primarily attributable to the non-recurrence of a $10,331 thousand non-cash gain recognized in the three months ended March 31, 2025 in connection with the change in fair value of convertible notes payable carried at fair value, which does not recur in the current period as the convertible debentures issued during the three months ended March 31, 2026 are accounted for under a different model.

Sono Group N.V.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 15, 2026	By:	/s/ Kevin McGurn
		Name:	Kevin McGurn
		Title:	Chief Executive Officer and Managing Director

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