Correspondence 0001104659-22-127441 from Sono Group N.V. (SSM) (CIK 0001840416) (SSM)
Sono Group N.V. (SSM) (CIK 0001840416)
Date: Dec. 15, 2022 · CIK: 0001840416 · Accession: 0001104659-22-127441
AI Filing Summary & Sentiment
File numbers found in text: 333-268709
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CORRESP
1
filename1.htm
December 15, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, DC 20549-3628
Attention: Gregory Herbers
Re: Sono Group N.V. – Request for
Acceleration
Registration Statement on Form F-3
File No. 333-268709
Ladies and Gentlemen:
Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), B. Riley Securities, Inc., Berenberg
Capital Markets LLC, and Cantor Fitzgerald & Co. (collectively, the “Agents”) in connection with the offering pursuant
to Rule 415 under the Securities Act described in the ATM Prospectus (the “ATM Prospectus”) forming a part of the Registration
Statement on Form S-3 (File No. 333- 268709) (the “Registration Statement”), of Sono Group N.V. (the “Company),
hereby join the request of the Company for the acceleration of the effective date of the Registration Statement, so that the Registration
Statement may become effective at 5:00 p.m. Eastern Standard Time on Monday, December 19, 2022, or as soon thereafter
as practicable.
The Corporate Financing Department
(the “Department”) of the Financial Industry Regulatory Authority (“FINRA”) understands that the Agents may participate
in the distribution of an offering pursuant to Rule 415 under the Securities Act under the Registration Statement, and the Department
has confirmed to the Company and the Agents in writing that it raises no objections with respect to the fairness and reasonableness of
the proposed compensation terms and arrangements.
The Agents hereby authorize
Clemens Rechberger of Sullivan & Cromwell LLP, attorney for the Company, to orally modify or withdraw this request for acceleration.
The Agents request that it be notified of such effectiveness by a telephone call to Mr. Rechberger at +49 (69) 4272-5514.
[signature page follows]
Thank you for your assistance in this matter.
B. RILEY SECURITIES, INC.
By:
/s/ Patrice McNicoll
Name:
Patrice McNicoll
Title:
Co-Head of Investment Banking
BERENBERG CAPITAL MARKETS LLC
By:
/s/ Zachary Brantly
Name:
Zachary Brantly
Title:
Head of US Investment Banking
By:
/s/ Matthew G. Rosenblatt
Name:
Matthew G. Rosenblatt
Title:
CCO, Ops. Principal
CANTOR FITZGERALD & CO.
By:
/s/ Sage Kelly
Name:
Sage Kelly
Title:
Global Head of Investment Banking
cc: Laurin Hahn
Jona Christians
Torsten Kiedel
Thomas Hausch
Markus Volmer
(Sono Group N.V.)
Clemens Rechberger
(Sullivan & Cromwell LLP)