SSM files Form 12b-25 for Q3 2025 10-Q, cites GAAP shift

Rhea-AI Filing Summary

Sono Group N.V. has filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025. Management is still finalizing accounting adjustments from the company’s transition from IFRS to U.S. GAAP and the accounting for a September 5, 2025 exchange of outstanding convertible debentures into preferred shares, including classification, measurement, earnings per share and related disclosures. The company indicates it expects to file the Form 10-Q within the additional time allowed. Results for the first nine months of 2025 will show a material change in net income versus the prior-year period because 2024 included a significant restructuring gain, while 2025 reflects a substantially smaller amount of other income mainly from fair value adjustments on outstanding debt.

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Late 10-Q stems from IFRS-to-U.S. GAAP conversion and a complex debenture exchange, with net income down versus a one-time gain year.

Sono Group N.V. explains its delayed Form 10-Q by citing two technical drivers: converting its reporting framework from IFRS to U.S. GAAP and finalizing the accounting for a September 5, 2025 exchange of outstanding convertible debentures into preferred shares. These tasks affect classification, measurement, earnings per share, and related disclosures, which can be complex when changing standards and capital structure simultaneously.

The company states it expects to file within the grace period allowed by Form 12b-25, so the delay is framed as procedural rather than ongoing non-compliance. It also flags that net income for the first nine months of 2025 will differ materially from the prior-year period because 2024 included a restructuring gain from reconsolidation, while 2025 shows only a smaller amount of other income tied mainly to fair value adjustments on outstanding debt. This suggests comparability issues year over year, with 2024 boosted by a non-recurring gain.

From an investor perspective, the key themes are the one-time nature of the 2024 restructuring gain and the mechanical change from IFRS to U.S. GAAP. The filing indicates that some previously reported figures will change under U.S. GAAP and will be incomparable with earlier IFRS-based periods, so the upcoming 10-Q will effectively reset the accounting baseline for future comparisons.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SEC FILE NUMBER

001-41066

CUSIP NUMBER

N81409 125

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: September 30, 2025
		☐ 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

Waldmeisterstraße 93

Address of Principal Executive Office (Street and number)

80935 Munich, Germany

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 accounting adjustments resulting from the Registrant’s initial transition from International Financial Reporting Standards (“IFRS”) to U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). In addition, the Company is finalizing the accounting for the September 5, 2025 exchange of outstanding convertible debentures into preferred shares, including classification, measurement and related EPS and disclosure impacts. As a result, the Registrant is unable to file its Quarterly Report on Form 10-Q 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
	George O’Leary			561			955-0727
	(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. Previously, the Registrant’s financial statements were prepared in accordance with IFRS as permitted in the United States under the status of a “foreign private issuer” as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended. As of June 30, 2024, the Registrant determined that it no longer qualified as a “foreign private issuer” under the Securities and Exchange Commission rules. Consequently, the Registrant is now required to prepare its consolidated financial statements in accordance with U.S. GAAP. Due to differences in accounting treatments between IFRS and U.S. GAAP, certain amounts historically reported for the Registrant’s financial position, operating results, and cash flows under IFRS will change under U.S. GAAP standards, and therefore, will be incomparable to amounts previously reported under IFRS for all previous periods. Additionally, as a result of the change in filer status, the Registrant is now required to file quarterly reports on Form 10-Q, which represents a further change from its prior financial reporting practices as a foreign private issuer. As disclosed in the interim financial report for the first half of 2024 filed on December 6, 2024, the Registrant completed a restructuring in February 2024. The resulting gain from reconsolidation was recorded in the first nine months of 2024 and significantly impacted the results for that period. In contrast, the first nine months of 2025 reflects a substantially smaller amount of other income, primarily related to fair value adjustments on outstanding debt, leading to a material difference in reported net income compared to the prior-year quarter.

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:	November 17, 2025	By:	/s/ George O’Leary
		Name:	George O’Leary
		Title:	Managing Director

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FAQ

Why did Sono Group N.V. (SSM) file a Form 12b-25 for its Q3 2025 10-Q?

Sono Group N.V. filed Form 12b-25 because management is still finalizing accounting adjustments related to its transition from IFRS to U.S. GAAP and the accounting for a September 5, 2025 exchange of outstanding convertible debentures into preferred shares, making it unable to file the Form 10-Q on time without unreasonable effort or expense.

When does Sono Group N.V. expect to file the delayed Form 10-Q for September 30, 2025?

The company states that it expects to be able to file its Quarterly Report on Form 10-Q for the period ended September 30, 2025 within the additional time allowed by Form 12b-25.

How does the IFRS to U.S. GAAP transition affect Sono Group N.V. (SSM)?

Previously, Sono Group N.V. reported under IFRS as a foreign private issuer, but as of June 30, 2024 it no longer qualified for that status and must now prepare consolidated financial statements under U.S. GAAP, which will change certain amounts for financial position, operating results, and cash flows and make them incomparable to earlier IFRS-based periods.

What transaction is Sono Group N.V. still accounting for in the delayed 10-Q?

The company is finalizing the accounting for a September 5, 2025 exchange of outstanding convertible debentures into preferred shares, including their classification, measurement, earnings per share impact, and related disclosures.

Will Sono Group N.V.’s Q3 2025 results differ significantly from the prior year?

Yes. The company indicates that results for the first nine months of 2025 will show a material difference in reported net income versus the prior-year period because 2024 included a restructuring gain from reconsolidation, while 2025 reflects a substantially smaller amount of other income primarily from fair value adjustments on outstanding debt.

Why are Sono Group N.V.’s future U.S. GAAP results not comparable to prior IFRS periods?

Due to differences between IFRS and U.S. GAAP, certain amounts for Sono Group N.V.’s financial position, operating results, and cash flows will change under U.S. GAAP and will therefore be incomparable to amounts previously reported under IFRS for earlier periods.

How did Sono Group N.V.’s change in filer status impact its reporting obligations?

After determining as of June 30, 2024 that it no longer qualified as a foreign private issuer, Sono Group N.V. became required to report under U.S. GAAP and to file quarterly reports on Form 10-Q, which is a change from its prior reporting practices.