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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________
FORM 8-K
__________________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 31, 2026
__________________________
Sono
Group N.V.
(Exact name of registrant as specified in its charter)
__________________________
|
The Netherlands |
001-41066 |
98-1828632 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
4965 Trinidad Drive
Land O’ Lakes, FL |
34639 |
| (Address of principal executive offices) |
(Zip Code) |
+1
352-502-1191
(Registrant’s telephone number,
including area code)
__________________________
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☒ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Ordinary
shares |
SSM |
The
Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
Item 1.01 |
Entry into a Material Definitive Agreement. |
Share Purchase Agreement
On August 31, 2026, Sono Group N.V. (the “Company”)
entered into a Share Purchase Agreement (the “Purchase Agreement”) with certain private purchasers (each, a
“Purchaser” and collectively, the “Purchasers”), pursuant to which the Company agreed
to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, an aggregate of 283,500 Ordinary Shares of
the Company (the “Purchased Shares”) at a per share purchase price equal to the consolidated closing bid price
of the Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) on the day immediately preceding the date of
the Purchase Agreement.
The Purchased Shares are being offered and sold
pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-295804) previously filed with the Securities
and Exchange Commission (the “SEC”) and a prospectus supplement to be filed with the SEC pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Purchase Agreement, the
Company may not issue Ordinary Shares in excess of 19.9% of the aggregate voting power or 19.9% of the total outstanding Ordinary Shares,
in accordance with applicable Nasdaq Stock Market rules.
The Purchase Agreement contains customary representations,
warranties, and covenants of the Company and the Purchasers, as well as customary closing conditions and indemnification rights. Under
the Purchase Agreement, the Company agreed to use the net proceeds from the sale of the Purchased Shares for working capital and general
corporate purposes and not to use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment
of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Ordinary
Shares, (c) for the settlement of any outstanding litigation, or (d) in violation of the Foreign Corrupt Practices Act of 1977, as amended,
or the regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department.
The foregoing description of the Share Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement,
which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Registration of Purchased Shares
As described in Item 1.01 above, the Purchased
Shares are being offered and sold pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-295804) previously
filed with the SEC and a prospectus supplement to be filed with the SEC pursuant to Rule 424(b) under the Securities Act. The Company
has applied to list the Purchased Shares on the Nasdaq Capital Market.
Sports One Transaction
On August 31, 2026, the Company and Sports One
(“Sports One”), that has recently been formed to operate a sports intelligence business that provides real-time
athlete-level data, social media value scoring, and quantified data for what each athlete is worth to sponsors, and which also intends
to acquire and hold minority interests in professional sports teams with primary focus on the NBA, NFL, MLB and NHL, issued a joint press
release, which is attached as Exhibit 99.1 hereto, announcing that they have entered into a non-binding letter of intent (the “Letter
of Intent”) for a business combination. The Sports One sports intelligence business combines AI intellectual property and
proprietary intelligence that does not currently exist in the market, enabling athletes as a new asset category and supports operating
decisions for teams / universities (NIL), betting/prediction companies, and brands, among others. Through the business combination, Sports
One will become a publicly listed company with a business that is uniquely anchored by long-term ownership of minority interests in major
sports franchises, with the optionality provided by a scalable data-and-intelligence operation that opens up new categories for athlete
engagement and value benchmarking. Unlike a traditional private investment fund with a fixed lifespan, the public permanent-capital structure
will allow Sports One to hold and scale team interests indefinitely. Sports franchise interests have historically been difficult to access
and remain highly illiquid. Sports One's publicly-traded approach will provide investors with daily liquidity, and exposure across a diversified
portfolio of the major sports team and league interests.
Under the terms of the Letter of Intent, the Company
and Sports One intend to enter into a definitive agreement pursuant to which the Company and Sports One would combine, with the former
equityholders of both entities holding equity in the combined public company listed on a national stock exchange (the “Surviving
Company”) and with Sports One’s existing equityholders owning a super-majority of the equity in the Surviving Company.
The final terms of the definitive agreement are subject to the completion of due diligence to the Company’s satisfaction.
The completion of the business combination is
subject to the negotiation and execution of definitive documentation and satisfaction of customary closing conditions stated in the Letter
of Intent, including (i) completion of any required regulatory review and (ii) approval of the transaction by the Company’s
shareholders. Accordingly, no assurances can be made that the parties will successfully negotiate and enter into a definitive agreement,
or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.
In connection with the Letter of Intent, the sole
holder of the Company’s preferred shares, YA II PN, Ltd., has entered into a call option agreement with affiliates of Sports One
to enable such parties to acquire approximately half of the issued and outstanding preferred shares currently held by YA II PN, Ltd. to
the extent that such parties exercise the option provided for in such call option agreement prior to the expiration of such option fifteen
calendar days after the closing of the business combination contemplated by the Letter of Intent. Pursuant to the call option agreement,
YA II PN, Ltd. has agreed not to dispose of the 700 preferred shares subject to the call option agreement or to convert them to ordinary
shares or shares of common stock prior to the expiration of the call option. There are no other restrictions on any shares held by YA
II PN, Ltd.
In connection with the Letter of Intent, each
of the Purchasers has entered into a lock-up agreement with Sports One, pursuant to which each such Purchaser has agreed not to transfer
the Purchased Shares for a period of 180 days, subject to waiver upon the satisfaction of certain conditions. The Company is not a party
to the lock-up agreement.
Additional Information and Where to Find It
If a definitive agreement is entered into in connection
with the proposed business combination, the Company and Sports One will prepare a proxy statement/prospectus (the “proxy statement/prospectus”)
to be filed with the United States Securities and Exchange Commission (the “SEC”) and mailed to the Company’s
shareholders. The Company and Sports One urge investors and other interested persons to read, when available, the proxy statement/prospectus,
as well as other documents filed with the SEC, because these documents will contain important information about the proposed business
combination. Such persons can also read the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the
“Annual Report”), for a description of the security holdings of its officers and directors and their respective
interests as security holders in the consummation of the transactions described herein. The proxy statement statement/prospectus, once
available, and the Annual Report can be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants in the Solicitation
The Company and Sports One, and their respective
directors, executive officers, and certain other members of management and employees may be deemed participants in any solicitation of
proxies from the Company’s shareholders in connection with the proposed transaction. Information regarding the Company’s directors
and executive officers is contained in the Company’s filings with the SEC. Additional information regarding the interests of such
participants in the proposed transaction, which may, in some cases, be different than those of the Company’s and Sports One ’s
equityholders generally, will be included in any proxy statement, registration statement, prospectus, or other relevant documents filed
with the SEC if and when such documents become available.
Forward-Looking Statements:
This Current Report on Form 8-K contains certain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and other applicable securities laws. Forward-looking
statements include, but are not limited to, statements regarding the proposed business combination between Sports One and the Company,
the anticipated execution of definitive transaction agreements, the expected timing and completion of the proposed transaction, the anticipated
enterprise value of the combined company, the potential future growth of the combined company, including any potential increase in enterprise
value through future acquisitions, strategic transactions, investments, or organic growth initiatives, the proposed acquisition of minority
interests in major sports franchises, the anticipated benefits of the proposed transaction, Sports One’s business strategy, market
opportunities, growth prospects, technological development plans, acquisition strategy and future operating performance. Forward-looking
statements generally may be identified by the use of words such as “anticipate,” “believe,” "contemplate,"
“continue,” “could,” “estimate,” “expect,” “forecast,” “intends,”
“may,” “might,” “plan,’" "possible," “potential,” “predict,”
“project,” “seek,” “should,” “target,” “will,” “would,” and similar
expressions, although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations,
estimates, forecasts, assumptions, and projections about future events and are subject to numerous risks and uncertainties, many of which
are beyond the control of Sports One and the Company. Actual results may differ materially from those expressed or implied by such forward-looking
statements as a result of a variety of factors, including, but not limited to: the risk that the parties may be unable to negotiate or
execute definitive agreements relating to the proposed transaction; the risk that the proposed transaction may not be completed in a timely
manner or at all; the failure to satisfy any conditions to closing; the failure to obtain required shareholder approvals, regulatory approvals,
financing arrangements, exchange listing approvals, or other necessary consents; changes in applicable laws, regulations, governmental
policies, or market conditions; the occurrence of any event, change, or circumstance that could delay, prevent, or otherwise adversely
affect the proposed transaction; the ability to maintain the listing of securities on Nasdaq or another national securities exchange;
the availability of financing; general economic, financial, political, and business conditions; inflation, interest rates, foreign exchange
fluctuations, and geopolitical developments; cybersecurity incidents; intellectual property risks; litigation risks; competition; technological
changes; the ability of Sports One to successfully develop and commercialize its sports intelligence business, or to acquire and integrate
minority interests in major sports franchises; the ability to realize anticipated synergies or benefits from acquisitions, strategic investments,
or asset contributions; the ability to achieve projected growth objectives, valuation targets, operational milestones, or market opportunities;
the future adoption, commercialization, and market acceptance of a sports intelligence business; and other risks and uncertainties that
may be identified in any past or future filings made by the parties with the SEC in connection with the proposed transaction. Any references
in this Current Report on Form 8-K to anticipated enterprise values, future valuation objectives, acquisition opportunities, strategic
growth initiatives, market opportunities, expected benefits, or long-term business prospects are based on preliminary assumptions and
management expectations that are inherently uncertain and subject to significant business, economic, competitive, regulatory, financing,
and market risks. No assurance can be given that any acquisition, strategic initiative, growth objective, valuation target, expected benefit,
or business plan described herein will be achieved. The proposed transaction is currently subject to a non-binding Letter of Intent. There
can be no assurance that definitive agreements will be entered into, that the parties will successfully complete their due diligence,
that any proposed asset contributions will be approved or consummated, or that the proposed transaction will be completed on the terms
currently contemplated, within the anticipated timeframe, or at all. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this Current Report on Form 8-K. Sports One and the Company expressly disclaim any obligation
or undertaking to update, revise, or publicly release any revisions to any forward-looking statements, whether as a result of new
information, future events, changed circumstances, or otherwise, except as required by applicable law.
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Current
Report on Form 8-K:
| Exhibit |
|
Description
of Exhibit |
| |
|
|
| 10.1 |
|
Share
Purchase Agreement, dated August 31, 2026, between Sono Group N.V. and the Purchasers named therein. |
| |
|
|
| 99.1 |
|
Press
Release, dated August 31, 2026. |
| |
|
|
| 104 |
|
Cover Page
Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Sono Group N.V. |
| |
|
|
| |
|
|
| |
By |
/s/ Kevin
McGurn |
| |
|
Name: |
Kevin McGurn |
| |
|
Title: |
CEO and Managing Director
|
Date: August 31, 2026
Exhibit 99.1
Sono Group N.V. and Sports One Sign Letter of Intent to Combine and Expand
into Professional Sports Franchise Ownership
Proposed combination pairs long-term minority ownership in NFL, NBA,
MLB and NHL franchises with a sports intelligence business built to measure athlete value at scale to serve surging team, college/NIL,
and brand demand; concurrent with signing, an investor group purchased a 19.9% stake at market price with no warrants
LAND O'LAKES, Fla. and NEW YORK, Aug. 31, 2026 – Sono Group N.V. (Nasdaq:
SSM) (“Sono” or the “Company”) and Sports One (“Sports One”) today announced that they have entered
into a non-binding letter of intent (the “Letter of Intent”) to combine. The proposed combination is intended to create a
publicly traded, permanent-capital company that acquires and holds minority interests in NFL, NBA, MLB and NHL franchises, paired with
an operating sports intelligence business serving athletes, teams, universities, brands and sponsors. It would represent a new strategic
direction for the Company; upon completion, the Company is expected to be renamed Sports One.
Key highlights:
| · | Non-binding letter of
intent signed; Sports One equity holders would own a super-majority of the combined public
company, expected to be renamed Sports One |
| · | Concurrent registered
direct offering: 19.9% of outstanding ordinary shares purchased at market price, no discount,
no warrant coverage, subject to a 180-day investor lock-up |
| · | Built around two complementary
businesses: long-duration ownership of minority interests in major professional franchises
and a sports intelligence business that potentially creates informational advantages |
| · | A publicly traded vehicle
for a historically private, restricted asset class: while listed shares provide daily
liquidity, the public permanent-capital approach addresses the limitations imposed by the
fixed lifespan of traditional private investment funds; no forced exits and no obligation
to sell a compounding asset make Sports One potentially more attractive to sellers |
| · | Value-add operating engine:
real-time athlete-level data and NIL valuation intelligence serving teams, universities,
brands, and betting, gaming and prediction markets |
Concurrently with the signing of the Letter of Intent, a group of investors,
including investors affiliated with Sports One, purchased 283,500 ordinary shares of the Company, representing 19.9% of the Company's
outstanding ordinary shares, in a registered direct offering. The investment was made at market price, with no discount and no warrant
coverage, a structure the parties believe underscores investor conviction in the proposed combination. Each investor in the offering
has also entered into a 180-day lock-up agreement with Sports One, subject to waiver upon the satisfaction of certain conditions. Proceeds
will be used for working capital and general corporate purposes.
“Sono Group has always been about opening access to what was previously
out of reach. Professional sports franchises have created extraordinary value for decades, but ownership has stayed closed to all but
a small circle. In the Sports One team we found partners who know these leagues from the inside, as owners, and combining with them is
the right next chapter for this company,” said Kevin McGurn, Managing Director and CEO of Sono Group N.V.
“Winning as a fan is a fantastic experience. Winning as a fan and
a stakeholder is even better. Fans owning a piece of a professional sports team is becoming a reality. We launched Sports One to be a
preeminent stakeholder in the best sports franchises, adding value through our intelligence platform and bringing more athletes to market
to make these teams even better. Combining with Sono Group lets us scale our exciting approach for the next phase of sports growth and
excitement, with fans alongside us from day one," said Paul Misir, Founder of Sports One.
“Sports continues to be a connection point for nearly everyone in
their everyday conversations. The demand for sports media - both games themselves and analytics around them - is nearly insatiable, driving
team valuations upward. Team ownership is a dream for many, and we aim to give everyone who wants to participate an accessible,
affordable way to live that dream,” added Chris Kelly, Co-Founder and Chief Executive Officer of Sports One.
An asset class that outperformed for decades, yet remains inaccessible
to most investors
Franchises across the NFL, NBA, MLB and NHL have been among the most durable
stores of value in American business, yet among the least accessible. The four major U.S. leagues comprise 124 franchises with an aggregate
value exceeding $500 billion, based on the most recent published team valuations by Forbes and Sportico. Values have risen sharply in
recent years across all four leagues. For generations, participating in that appreciation required an eight-to-nine-figure commitment
and access to an exclusive network.
Over the past several years, each of the four leagues has adopted a framework
permitting passive institutional ownership, most recently the NFL in August 2024. The rules now permit institutional capital to participate.
Any acquisition would remain subject to applicable league and team approvals.
Permanent capital, public transparency, daily liquidity
The proposed business combination would give Sports One's strategy a public,
permanent-capital structure. Unlike a traditional private fund, a permanent-capital company has no fixed fund life, no forced exit timeline,
and no obligation to sell a compounding asset. It is designed to hold and scale franchise interests indefinitely, while its listed shares
are designed to provide investors with daily liquidity and diversified exposure to an asset class that has historically been difficult
to access and highly illiquid.
A public structure also carries a disclosure standard new to this asset class:
audited financial statements, periodic reporting and material-event disclosure. The parties believe a properly structured public company
can participate within the leagues' established ownership frameworks while offering a level of visibility that has not existed in sports
franchise ownership.
The second engine: pricing athlete value
Alongside the proposed portfolio, Sports One intends to generate operating
revenue through its sports intelligence business: real-time athlete-level data, social media value scoring, and quantified measures of
what each athlete is worth to sponsors. The platform combines artificial intelligence (AI) intellectual property with indexed proprietary
intelligence that the parties believe does not currently exist in the market, enabling athletes and their name, image and likeness (“NIL”)
rights to be valued as a new asset category.
The intended customers span the modern sports economy: investment and roster
decisions for teams and universities; operating data for betting, gaming and prediction-market companies; and campaign planning and measurement
for brands and sponsors. The combined business is designed to be anchored by long-term franchise ownership, with the optionality of a
scalable data-and-intelligence operation that opens new categories for athlete engagement and value benchmarking. The result is a company
designed to own, operate and compound the value of the franchise interests it holds.
The proposed combination
Under the Letter of Intent, the Company and Sports One intend to enter into
a definitive agreement pursuant to which the two would combine, with the former equity holders of both entities holding equity in the
combined public company listed on a national stock exchange (the “Surviving Company”), and with Sports One's existing equity
holders owning a super-majority of the combined public company.
The Surviving Company would be led by the Sports One management team, including
private equity executive Paul Misir, Founder and Chairman; Chris Kelly, Co-Founder and Chief Executive Officer (co-owner of the NBA Sacramento
Kings); Reince Priebus, Co-Founder and Advisor; and Michael Spanos II, SVP Business Development (Spanos family owns the NFL Los Angeles
Chargers), who bring direct, first-hand ownership experience in the major U.S. sports leagues.
The final terms of the definitive agreement are subject to the completion
of due diligence to the Company's satisfaction. Completion of the transaction remains subject to the negotiation and execution of definitive
documentation and satisfaction of customary closing conditions stated in the Letter of Intent, including (i) completion of any required
regulatory review and (ii) approval of the transaction by the Company's shareholders, as well as other customary conditions. The Letter
of Intent is non-binding except for limited customary provisions. Accordingly, no assurances can be made that the parties will successfully
negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently
contemplated, or at all.
In connection with the Letter of Intent, and in a step intended to simplify
the Company's capital structure, the sole holder of the Company's preferred shares, YA II PN, Ltd., has entered into a call option agreement
with affiliates of Sports One to enable such parties to acquire approximately half of the issued and outstanding preferred shares currently
held by YA II PN, Ltd., if such parties exercise the option provided for in that call option agreement before its expiration, which occurs
fifteen calendar days after the closing of the proposed transaction contemplated by the Letter of Intent. Pursuant to the call option
agreement, YA II PN, Ltd. has agreed not to dispose of the 700 preferred shares subject to the call option agreement or to convert them
to ordinary shares or shares of common stock prior to the expiration of the call option. There are no other restrictions on any shares
held by YA II PN, Ltd.
Additional information regarding the transactions described above is contained
in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August
31, 2026, including the share purchase agreement filed as an exhibit thereto, available at www.sec.gov and on the Company's investor
relations website at ir.sonomotors.com.
###
About Sports One
Sports One was recently formed to acquire and hold minority interests in professional
sports teams, with a primary focus on the NBA, NFL, MLB and NHL, and to operate a sports intelligence business that provides real-time
athlete-level data, social media value scoring, and quantified data for what each athlete is worth to sponsors.
About Sono Group N.V.
Sono Group N.V. (Nasdaq: SSM) is a Netherlands-incorporated company listed
on the Nasdaq Capital Market, currently operating as a digital asset treasury company. The Company's Treasury Strategy is centered on
the acquisition of Bitcoin and the generation of structured yield through an institutional covered-call approach under an ISDA Master
Agreement framework. For more information about Sono Group N.V., visit sonogroupnv.com.
Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and other applicable securities laws. Such forward-looking statements
include, but are not limited to, statements regarding the proposed business combination between Sports One and the Company, the anticipated
execution of definitive transaction agreements, the expected timing and completion of the proposed transaction, the anticipated enterprise
value of the combined company, the potential future growth of the combined company, including any potential increase in enterprise value
through future acquisitions, strategic transactions, investments, or organic growth initiatives, the proposed acquisition of minority
interests in major sports franchises, the anticipated benefits of the proposed transaction, Sports One's business strategy, market opportunities,
growth prospects, technological development plans, acquisition strategy and future operating performance. Forward-looking statements
generally may be identified by the use of words such as "anticipate," "believe," "contemplate," "continue,"
"could," "estimate," "expect," "forecast," "intends," "may," "might,"
"plan," "possible," "potential," "predict," "project," "seek," "should,"
"target," "will," "would," and similar expressions, although not all forward-looking statements contain
these words. These forward-looking statements are based on current expectations, estimates, forecasts, assumptions, and projections about
future events and are subject to numerous risks and uncertainties, many of which are beyond the control of Sports One and the Company.
Actual results may differ materially from those expressed or implied by such forward-looking statements as a result of a variety of factors,
including, but not limited to: the risk that the parties may be unable to negotiate or execute definitive agreements relating to the
proposed transaction; the risk that the proposed transaction may not be completed in a timely manner or at all; the failure to satisfy
any conditions to closing; the failure to obtain required shareholder approvals, regulatory approvals, financing arrangements, exchange
listing approvals, or other necessary consents; changes in applicable laws, regulations, governmental policies, or market conditions;
the occurrence of any event, change, or circumstance that could delay, prevent, or otherwise adversely affect the proposed transaction;
the ability to maintain the listing of securities on Nasdaq or another national securities exchange; the availability of financing; general
economic, financial, political, and business conditions; inflation, interest rates, foreign exchange fluctuations, and geopolitical developments;
cybersecurity incidents; intellectual property risks; litigation risks; competition; technological changes; the ability of Sports One
to successfully develop and commercialize its sports intelligence business, or to acquire and integrate minority interests in major sports
franchises; the ability to realize anticipated synergies or benefits from acquisitions, strategic investments, or asset contributions;
the ability to achieve projected growth objectives, valuation targets, operational milestones, or market opportunities; the future adoption,
commercialization, and market acceptance of a sports intelligence business; and other risks and uncertainties that may be identified
in any past or future filings made by the parties with the SEC in connection with the proposed transaction. Any references in this press
release to anticipated enterprise values, future valuation objectives, acquisition opportunities, strategic growth initiatives, market
opportunities, expected benefits, or long-term business prospects are based on preliminary assumptions and management expectations that
are inherently uncertain and subject to significant business, economic, competitive, regulatory, financing, and market risks. No assurance
can be given that any acquisition, strategic initiative, growth objective, valuation target, expected benefit, or business plan described
in this press release will be achieved. The proposed transaction is currently subject to a non-binding Letter of Intent. There can be
no assurance that definitive agreements will be entered into, that the parties will successfully complete their due diligence, that any
proposed asset contributions will be approved or consummated, or that the proposed transaction will be completed on the terms currently
contemplated, within the anticipated timeframe, or at all. Readers are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date of this press release. Sports One and the Company expressly disclaim any obligation or undertaking to
update, revise, or publicly release any revisions to any forward-looking statements, whether as a result of new information, future events,
changed circumstances, or otherwise, except as required by applicable law.
Additional Information and Where
to Find It
If a definitive agreement is entered into in connection with the proposed
business combination, the Company and Sports One will prepare a proxy statement/prospectus (the “proxy statement/prospectus”)
to be filed with the United States Securities and Exchange Commission (the “SEC”) and mailed to the Company's shareholders.
The Company and Sports One urge investors and other interested persons to read, when available, the proxy statement/prospectus, as well
as other documents filed with the SEC, because these documents will contain important information about the proposed business combination.
Such persons can also read the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2025 (the “Annual Report”), for a description of the security holdings of its officers and
directors and their respective interests as security holders in the consummation of the transactions described in this press release.
The proxy statement/prospectus, once available, and the Annual Report can be obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
The Company and Sports One, and their respective directors, executive officers,
and certain other members of management and employees may be deemed participants in any solicitation of proxies from the Company's shareholders
in connection with the proposed transaction. Information regarding the Company's directors and executive officers is contained in the
Company's filings with the SEC. Additional information regarding the interests of such participants in the proposed transaction, which
may, in some cases, be different than those of the Company's and Sports One's equity holders generally, will be included in any proxy
statement, registration statement, prospectus, or other relevant documents filed with the SEC if and when such documents become available.
No Solicitation
This press release shall not constitute a solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed business combination. No proxy solicitation will be made
except pursuant to a proxy statement/prospectus filed with the SEC and mailed to the Company's shareholders in accordance with applicable
law.
Contact
Press: press@sonogroupnv.com | ir.sonomotors.com/news-events
Investors: ir@sonogroupnv.com | ir.sonomotors.com
LinkedIn: linkedin.com/company/sonogroupnv
