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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): March 10, 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.) |
| Waldmeisterstrasse 93, Munich, Germany |
80935 |
| (Address of principal
executive offices) |
(Zip Code) |
+49 (0)89 4520 5818
(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. |
ISDA Master Agreement and Credit Agreement
In connection with the Treasury Strategy (as defined
below in Item 8.01 of this Current Report on Form 8-K (this “Current Report”)), on March 10, 2026, Sono Group N.V. (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 foregoing descriptions of the ISDA Master Agreement,
the Schedule, and the Credit Support Annex do not purport to be complete and are qualified in their entirety by reference to the complete
text of those agreements, which are filed as Exhibits 10.1 through 10.3 to this Current Report, respectively, and are incorporated by
reference herein.
| Item 2.03 | Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above in Item 1.01 is incorporated by reference
into this Item 2.03.
On March 14, 2026, the Company’s management
board, with the approval of the supervisory board, ratified the Company’s entry into the ISDA Master Agreement, the Schedule and
the Credit Support Annex and approved the adoption of a digital asset treasury strategy and digital asset treasury policy and the purchase
by the Company of Bitcoin and other digital assets in connection therewith (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. 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.
Forward Looking Statements
This Current Report 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. Such forward-looking
statements include, but are not limited to, statements regarding the consummation of the Transactions, including their timing, the
use of proceeds of the private placements, the receipt of any required shareholder approvals, the projected operational and
financial performance of the Company and its subsidiaries, its product offerings and developments and business plans, and the
Company’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenue and the
business plans of the Company’s management team. Any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words
“anticipate,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “seek,”
“should,” “will,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this
Current Report are based on certain assumptions and analyses made by the management of the Company considering their respective
experience and perception of historical trends, current conditions, and expected future developments and their potential effects on
the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future
developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the control of the parties), or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements, including the
occurrence of any uncured event of default or any event, change or other circumstance that could give rise to the termination of the
ISDA Master Agreement; the consummation and timing of any Transactions; the outcome of any legal proceedings that may be instituted
against the Company; risks associated with the Treasury Strategy, including the Transactions, replacing current plans and operations
of the Company; potential difficulties in employee retention as a result of the Treasury Strategy; whether the Company will be able
to maintain compliance with the continued listing standards of The Nasdaq Stock Market LLC or comply with the initial listing
standards of another national securities exchange; the ability of the Company to service or otherwise pay its debt obligations;
market acceptance of the Company’s product offerings; that the Company will have sufficient capital to operate as anticipated;
the demand for the Company’s products; and global supply chains and legislative, regulatory and economic developments in
general. Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no
obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise,
except as may be required under applicable securities laws.
Additional Information and Where to Find It
In connection with the solicitation of the ratification
by the Company’s shareholders of the engagement by the Company in the Treasury Strategy, the Company intends to file with the Securities
and Exchange Commission (the “SEC”) a proxy statement on Schedule 14A (the “Proxy Statement”) relating to an
extraordinary general meeting of the Company’s shareholders to be held for the purpose of ratifying the Company’s engagement
in the Treasury Strategy (the “Special Meeting”). This Current Report is not a substitute for the Proxy Statement or any
other document that the Company may file with the SEC or send to the Company’s shareholders in connection with the Special Meeting.
This Current Report does not contain all of the information that should be considered in respect of the matters to be noticed for the
Special Meeting in the Proxy Statement, and additional information will be set forth in the Proxy Statement when it becomes available.
Shareholders of the Company are urged to read all relevant documents filed with the SEC, including the Proxy Statement, as well as any
amendments or supplements to these documents, carefully when they become available. Promptly after filing its definitive Proxy Statement
with the SEC, the Company will mail the definitive Proxy Statement and a proxy card to each shareholder of the Company entitled to vote
at the Special Meeting as of a record date to be established for voting at the Special Meeting.
Shareholders may also obtain a copy of the Proxy
Statement, as well as other documents filed by the Company with the SEC without charge, at the SEC’s website located at www.sec.gov.
In addition, shareholders may obtain a free copy of the Company’s filings with the SEC from the Company’s website at https://ir.sonomotors.com/.
Participants in the Solicitation
The Company and its directors, executive officers,
employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in
connection with the Special Meeting under SEC rules. Shareholders may obtain more detailed information regarding the names, affiliations
and interests of the Company’s executive officers and directors in the solicitation by reading the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on April 17, 2025, the Company’s proxy
statement on Schedule 14A filed with the SEC on July 24, 2025 in connection with its 2025 annual general meeting of shareholders, and
the Proxy Statement when it becomes available.
No Solicitation
This Current Report shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the matters to be noticed in the definitive Proxy
Statement when it becomes available.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Current
Report:
| Exhibit |
|
Description
of Exhibit |
| 10.1 |
|
International Swaps and Derivatives Association, Inc. 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. |
| 10.2 |
|
International Swaps and Derivatives Association, Inc. Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. |
| 10.3 |
|
International Swaps and Derivatives Association, Inc. Credit Support Annex to the Schedule to the 2002 ISDA Master Agreement, dated as of March 10, 2026, between Blockchain.com (BVI) II Limited and Sono Group N.V. |
| 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: March 16, 2026
