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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

Date
December 15, 2022
Author
Not clearly detected
Form
CORRESP
Company
Sono Group N.V. (SSM) (CIK 0001840416)

Letter

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)

Show Raw Text
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)