SecProbe.io

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 Sono Group N.V.
 c/o DLA Piper LLP (US)
555 Mission Street, Suite 2400
San Francisco, California 94105-2933
(415) 615-6095

 May 13, 2026

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re:

 Sono Group N.V.

 Registration Statement on Form S-3

 File No. 333-295804

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
Sono Group N.V. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that such Registration
Statement will become effective at 4:00 p.m., Eastern Time, on Thursday, May 14, 2026, or as soon thereafter as practicable.

 Please notify Jeffrey Selman, counsel to Sono Group N.V., at (415) 615-6095,
as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Kevin McGurn

 Name: Kevin McGurn

 Title: Chief Executive Officer and Managing Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2026

Kevin McGurn
Chief Executive Officer
Sono Group N.V.
4965 Trinidad Drive
Land O Lakes, FL 34639

 Re: Sono Group N.V.
 Registration Statement on Form S-3
 Filed May 12, 2026
 File No. 333-295804
Dear Kevin McGurn:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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Sono Group N.V.

Waldmeisterstraße 76

80935 Munich

Germany

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, DC 20549-3628

December 15, 2022

Attention: Gregory Herbers

Re: Sono Group N.V.

Registration Statement on Form F-3

File No. 333-268709

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C
of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective
date of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) of Sono Group N.V.
(the “Company”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern
Time, on December 19, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Sullivan & Cromwell LLP, by calling Clemens Rechberger at +49 (69) 4272-5514.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company’s U.S. counsel, Sullivan & Cromwell LLP.

[signature page follows]

Thank you for your assistance in this matter.

    Very truly yours,

    Sono Group N.V.

    By:
    /s/ Laurin Hahn

    Name:
    Laurin Hahn

    Title:
    Chief Executive Officer and Member of the Management Board

    By:
    /s/ Torsten Kiedel

    Name:
    Torsten Kiedel

    Title:
    Chief Financial Officer and Member of the Management Board

    cc:
    Jona Christians

    Thomas Hausch

    Markus Volmer

    (Sono Group N.V.)

    Clemens Rechberger

    (Sullivan & Cromwell LLP)

    Paul van der Bijl

    (NautaDutilh N.V.)

    Anthony J. Marsico

    (Dorsey & Whitney LLP)

CORRESP
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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)

United States securities and exchange commission logo
December 14, 2022
Laurin Hahn
Chief Executive Officer
Sono Group N.V.
Waldmeisterstraße 76
80935 Munich
Germany
Re:Sono Group N.V.
Registration Statement on Form F-3
Filed December 8, 2022
File No. 333-268709
Dear Laurin Hahn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Clemens Rechberger

CORRESP
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Sono Group N.V.

Waldmeisterstraße 76

80935 Munich

Germany

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, DC 20549-3628

June 23, 2022

Attention: Gregory Herbers

Re: Sono Group N.V.

Registration Statement on Form F-1

File No. 333-265568

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) of Sono Group N.V. (the “Company”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on June 27, 2022, or
as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Sullivan & Cromwell LLP, by calling Clemens Rechberger at +49 (69) 4272-5514.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the
Company or by any attorney from the Company’s U.S. counsel, Sullivan & Cromwell LLP.

[signature page follows]

Thank you for your assistance in this matter.

    Very truly yours,

    Sono Group N.V.

    By:
    /s/ Laurin Hahn

    Name:
    Laurin Hahn

    Title:
    Chief Executive Officer and Member of the Management Board

    By:
    /s/ Jona Christians

    Name:
    Jona Christians

    Title:
    Chief Executive Officer and Member of the Management Board

cc: Torsten Kiedel

Thomas Hausch

Markus Volmer

(Sono Group N.V.)

Krystian Czerniecki

Clemens Rechberger

(Sullivan & Cromwell LLP)

Paul van der Bijl

(NautaDutilh N.V.)

James McDonald

(Skadden, Arps, Slate, Meagher & Flom (UK) LLP)

Andrea Nicolas

(Skadden, Arps, Slate, Meagher & Flom LLP)

United States securities and exchange commission logo
June 21, 2022
Laurin Hahn
Co-Chief Executive Officer and Co-Founder
Sono Group N.V.
Waldmeisterstraße 76
80935 Munich, Germany
Re:Sono Group N.V.
Registration Statement on Form F-1
Filed June 14, 2022
File No. 333-265568
Dear Ms. Hahn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Clemens Rechberger

CORRESP
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Sono
Group N.V.

Waldmeisterstraße 76

80935 Munich

Germany

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, DC 20549-3628

April 26, 2022

 Attention: Erin Donahue

 Re: Sono Group N.V.

Registration Statement on Form F-1

File No. 333-264482

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C
of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective
date of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) of Sono Group N.V.
(the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern
Time, on April 28, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Sullivan & Cromwell LLP, by calling Clemens Rechberger at +49 (69) 4272-5514.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case
the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sullivan &
Cromwell LLP.

[signature page follows]

Thank you for your assistance in this matter.

    Very truly yours,

    Sono Group N.V.

    By:
    /s/ Laurin Hahn

    Name:
    Laurin Hahn

    Title:
    Chief Executive Officer and Member of the Management Board

    By:
    /s/ Jona Christians

    Name:
    Jona Christians

    Title:
    Chief Executive Officer and Member of the Management Board

    cc:
    Torsten Kiedel

Thomas Hausch

Markus Volmer

(Sono Group N.V.)

    Krystian Czerniecki

(Sullivan & Cromwell LLP)

    Paul van der Bijl

(NautaDutilh N.V.)

    James McDonald

(Skadden, Arps, Slate, Meagher & Flom (UK) LLP)

    Andrea Nicolas

(Skadden, Arps, Slate, Meagher & Flom LLP)

United States securities and exchange commission logo
April 22, 2022
Laurin Hahn
Co-Chief Executive Officer and Co-Founder
Sono Group N.V.
Waldmeisterstraße 76
80935 Munich, Germany
Re:Sono Group N.V.
Draft Registration Statement on Form F-1
Filed April 20, 2022
CIK No. 0001840416
Dear Ms. Hahn:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Erin Donahue at 202-551-6001 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 3, 2021
Laurin Hahn
Co-Chief Executive Officer
Sono Group N.V.
Waldmeisterstraße 76
80935 Munich, Germany
Re:Sono Group N.V.
Registration Statement on Form F-1
Filed October 22, 2021
File No. 333-260432
Dear Mr. Hahn:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
General
1.We note your disclosure on page 31 regarding recent events with NEVS.  Please include
prominent disclosure in your summary regarding recent events and any potential risk.  We
note your disclosure that you may decide to take over the NEVS’ employees that are
required for the production of the Sion or reimburse NEVS or its owner for their salaries,
which would lead to a significant increase in your expenses and would require you to raise
more financing sooner than anticipated.  Please provide more enhanced disclosure as to
how much additional financing might be necessary, timeline of such financing and the
impact on your timeline for production of the Sion.

 FirstName LastNameLaurin Hahn
 Comapany NameSono Group N.V.
 November 3, 2021 Page 2
 FirstName LastName
Laurin Hahn
Sono Group N.V.
November 3, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Andi Carpenter at (202) 551-3645 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Krystian Czerniecki

CORRESP
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[Letterhead of Sullivan & Cromwell LLP]

October 22, 2021

By Hand and EDGAR

    United States Securities and Exchange Commission,

    Division of Corporation Finance,

    Office of Manufacturing,

    100 F Street, N.E.,

    Washington, D.C. 20549.

    Attention:
    Andi Carpenter

    Anne McConnell

    Geoff Kruczek

    Asia Timmons-Pierce

 Re: Sono Group N.V.

Amendment No. 2 to Confidential Draft Registration Statement on Form F-1

Submitted September 20, 2021

CIK No. 0001840416

Ladies and Gentlemen:

On behalf of our client, Sono Motors (the “Company”),
we are filing a registration statement on Form F-1 (the “Registration Statement”). The Company previously submitted Amendment
No. 2 to its draft registration statement on Form F-1 on a confidential basis with the Securities and Exchange Commission (the “Commission”)
on September 20, 2021.

On behalf of the Company, we have set forth below
the Company’s responses to the staff of the Commission’s (the “Staff”) comments. The responses and information
below are based on information provided to us by the Company. To facilitate the Staff’s review, we have included in this letter
the caption and comment from the Staff’s comment letter in bold text and have provided the Company’s response immediately
following each comment.

Sullivan & Cromwell LLP is a registered limited
liability partnership established under the laws of the State of New York.

The
personal liability of our partners is limited to the extent provided in such laws. Additional information is available upon request or
at www.sullcrom.com.

A list of partners’ names is available
for inspection at the above address.

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    -2-

Financial Statements, page F-1

 1. We note your responses to prior comments 7 and 9; however, it is not clear to us what the terms and conditions of your customer reservations
are or whether you believe a customer reservation represents a binding purchase agreement. Please explain to us the terms and conditions
of your customer reservations and explain if/how you determined whether a customer reservation represents a binding purchase agreement.
We also note your reference to IFRS 15.12 which indicates that (i) a contract with a customer does not exist if each party to the contract
has the unilateral enforceable right to terminate a wholly unperformed contract without compensating the other party and (ii) a contract
is wholly unperformed if both of the following criteria are met: (a) the entity has not yet transferred any promised goods or services;
and (b) the entity has not yet received … any consideration in exchange for promised goods or services. Although you indicate,
in the case of the advance payments, you have received consideration from the customer, it appears to us that essentially all the advance
payments you have received will be fully refundable without penalty before you anticipate you will have the ability to perform under these
agreements and, currently, it is not clear you will have the ability to perform. Since it appears your customers may have a unilateral
enforceable right to terminate the customer reservation, without penalty, please more fully explain to us how you considered these factors
in your determination that your situation is comparable to a stand-ready obligation as described in IFRS 15.BC50 resulting in a partially
performed IFRS 15 contract.

 Response

The Company respectfully acknowledges the
Staff’s comment and has summarized certain of the relevant terms and conditions from its customer contracts and set out its
analysis below.

Summary of Relevant Terms and Conditions

According to the General Terms and Conditions for Vehicle
Reservations and Right of Withdrawal, by entering into the reservation contract:

 • The customer acquires the right to purchase a vehicle (at a sales price specified in the reservation contract) from the Company as
soon as such a vehicle is offered. The reservation contract gives the customer the right to purchase the car at the offer price, including rebates, if any, applicable at
the time the reservation contract was entered into. Accordingly, the reservation contract protects the customer against future price increases,
such as the planned price increase to €23.9 thousand, which the Company intends to implement starting from the 15,000th pre-order.

 • The Company is unable to opt out of (or otherwise terminate) the reservation contract and is required to offer a purchase contract
for the vehicle to its customer as soon as the vehicle is available.

 • The Company’s customers have the right, under certain circumstances (see next bullet), to opt out of the reservation contract,
in which case the Company is required, pursuant to the reservation contract, to refund the purchase price (without interest or any other
form of compensation) to the customer.

 • Customers have the right to terminate the reservation contract (a) if the Company is unable to offer a vehicle purchase contract
by a specified date (generally, between 18 months and two years from the date of execution of the reservation contract) or (b) upon
receipt of the vehicle purchase contract. The customer is unable to terminate the reservation contract under any other circumstances.

IFRS 15 Analysis (Stand-Ready Obligation)

In accordance with IFRS 15.10, “a contract is an agreement
between two or more parties that creates enforceable rights and obligations.” IFRS 15.12 goes on to indicate that “a contract
does not exist if each [emphasis added] party to the contract has the unilateral enforceable right to terminate a wholly unperformed
contract without compensating the other party” and that “a contract is wholly unperformed if… (a) the entity has
not yet transferred any promised goods or services to the customer and (b) the entity has not yet received, and is not yet entitled
to receive, any consideration in exchange for promised goods or services.” Finally, IFRS 15.BC50 indicates that “if only
[emphasis added] the customer could terminate the wholly unperformed contract without penalty, the entity is obliged to stand ready to
perform at the discretion of the customer.”

The Company has concluded that it has a stand ready obligation
to perform pursuant to a customer contract in accordance with IFRS 15.10, 15.12 and 15.BC50 principally due to the fact that the termination
rights contained in the contract are held solely by the customer.

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    -3-

As the customer has performed under this contract by making
an advance payment, the Company recognizes a contract liability (IFRS 15.105).

Although not decisive, the Company believes that there are
also termination penalties inherent in the contract if a customer were to cancel: In case of cancellation, customers are not compensated
for the time value of money, as the contracts are not cancelable immediately, but only at a certain point in the future as described above.
If customers do not enter into a contract to purchase a vehicle (i.e., if they terminate their reservation contract), they relinquish
their place in line to get a Sion at the relevant fixed purchase price.

Regulatory Determinations

While it does not directly factor into the analysis pursuant
to IFRS 15, the Company notes that regulators in Germany have evaluated the arrangements it has with its customers and concluded that
they represent vendor-customer relationships, not borrower-lender relationships. For example, the German tax authorities concluded that
the consideration received by the Company in exchange for the reservation was subject to value-added tax (VAT), which would not be the
case for a financing transaction. In line with this determination, the Company has in fact paid value-added tax (VAT) on the advance payments
received.

Alternative View

Irrespective of the Company’s view expressed above
that it has a stand ready obligation to deliver a vehicle to its customers, the Company also considered alternative views. The Company
believes that even if no contract was entered into pursuant to IFRS 15.9, the arrangement would continue to be accounted for within the
scope of IFRS 15, based on the interaction of the guidance set out in IFRS 15.5(c) and IFRS 9.2.1(j). If the IFRS 15.9 criteria were
not met (yet), the Company would still recognize a liability pursuant to IFRS 15.15 and 15.16, which state that “the liability recognized
represents the entity’s obligation to either transfer goods or services in the future or refund the consideration received. In either
case, the liability shall be measured at the amount of consideration received from the customer.” As the Company recognizes a liability,
i.e., a financial instrument, in the scope of IFRS 15, the arrangement would be in the scope of IFRS 15, as IFRS 9.2.1(j) states
that “This Standard shall be applied by all entities to all types of financial instruments except: (j) rights and obligations
within the scope of IFRS 15 that are financial instruments, […]”.

The above considerations led the Company to account for
the “advance payments” in accordance with IFRS 15 and not IFRS 9.

*            *            *

If you would like to discuss any aspect of this letter
or the Registration Statement, please contact Krystian Czerniecki at +49-69-4272-5525 or by email (czernieckik@sullcrom.com) or Clemens
Rechberger at +49-69-4272-5514 or by email (rechbergerc@sullcrom.com). Please send written correspondence relating to this submission
by email.

    Very truly yours,

    /s/ Clemens Rechberger

    Clemens Rechberger

 cc: Laurin Hahn, Sono Group N.V.

Jona Christians, Sono Group N.V.

Paul van der Bijl, NautaDutilh N.V.

James McDonald, Skadden, Arps, Slate, Meagher & Flom (UK) LLP

Andrea Nicolas, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
October 19, 2021
Laurin Hahn
Co-Chief Executive Officer
Sono Group N.V.
Waldmeisterstraße 76
80935 Munich, Germany
Re:Sono Group N.V.
Amendment No. 2 to Confidential Draft Registration Statement on Form F-1
Submitted September 20, 2021
CIK No. 0001840416
Dear Mr. Hahn:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 filed September 20, 2021
Financial Statements, page F-1
1.We note your responses to prior comments 7 and 9; however it is not clear to us what the
terms and conditions of your customer reservations are or whether you believe a customer
reservation represents a binding purchase agreement. Please explain to us the terms and
conditions of your customer reservations and explain if/how you determined whether a
customer reservation represents a binding purchase agreement. We also note your
reference to IFRS 15.12 which indicates that (i) a contract with a customer does not exist
if each party to the contract has the unilateral enforceable right to terminate a wholly
unperformed contract without compensating the other party and that (ii) a contract is
wholly unperformed if both of the following criteria are met: (a) the entity has not yet

 FirstName LastNameLaurin Hahn
 Comapany NameSono Group N.V.
 October 19, 2021 Page 2
 FirstName LastName
Laurin Hahn
Sono Group N.V.
October 19, 2021
Page 2
transferred any promised goods or services; and (b) the entity has not yet received … any
consideration in exchange for promised goods or services. Although you indicate, in the
case of the advance payments, you have received considerations from the customer, it
appears to us that essentially all the advance payments you have received will be fully
refundable without penalty before you anticipate you will have the ability to perform
under these agreements and, currently, it is not clear you will have the ability to perform.
Since it appears your customers may have a unilateral enforceable right to terminate a
customer reservation, without penalty, please more fully explain to us how you considered
these factors in your determination that your situation is comparable to a stand-ready
obligation as described in IFRS 15.BC50 resulting in a partially performed IFRS 15
contract.

            You may contact Andi Carpenter at (202) 551-3645 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Krystian Czerniecki

United States securities and exchange commission logo
April 7, 2021
Laurin Hahn
Co-Chief Executive Officer
Sono Group N.V.
Waldmeisterstraße 76
80935 Munich, Germany
Re:Sono Group N.V.
Amendment No. 1 to Confidential Draft Registration Statement on Form F-1
Submitted March 22, 2021
CIK No. 0001840416
Dear Mr. Hahn:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Confidential Draft Registration Statement on Form F-1 submitted March
22, 2021
Overview, page 1
1.Please expand your revisions in response to prior comment 1 to clarify when the orders to
which you refer may be cancelled without penalty "according to [y]our general terms and
conditions."  Also revise to clarify what you mean by "some reservations" are already
cancellable and why other reservations are not cancellable.
Summary Financial and Operating Data, page 17
2.We note the chronological order of the tabular financial disclosures in the forepart of the
filing, here and in MD&A, is not consistent with the chronological order in the financial

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statements.  Please present all tabular financial disclosures throughout the filing in a
consistent chronological order.
Our dual-class share structure . . ., , page 54
3.If, as indicated by your response to prior comment 3 that your founders, who hold all
high-voting shares, do not now and do not intend to act as a group for purposes of relying
on the exemptions for controlled companies, please revise to state so directly here.
Currently, the disclosure added here in response to prior comment 6 indicates that the
founders may act in concert to determine the corporate actions to which you refer,
including appointment of board members.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
73
4.We note your disclosure on page 75 that customers may cancel a reservation according to
general terms and conditions without penalty, if no binding purchase agreement has been
concluded by an agreed deadline, and the relevant deadlines reflected the start of serial
production envisaged at the time the relevant reservations were made.  We also note your
disclosure that the timing of permitted cancellations varies and you have amended general
terms and conditions to extend cancellation deadlines to reflect delays of the intended
commencement of serial production of your vehicles.  For total advance payments
received from customers as of 12/31/20, please disclose the amount that is currently
cancelable and disclose the amounts that will become cancelable in each of the next three
years based on their current terms and conditions.
5.We note your disclosure on page 76 that you have offered selected customers who made
advance payments the ability to convert the advance payment into a lease contract and you
have recently renewed this offer under slightly modified conditions.  Please more fully
disclose and discuss the terms and conditions of the initial and renewed offers, including
the length of the lease contracts and any remaining/continuing obligations you have.
Please also quantify the amounts of advances you have transferred or that are subject to
transfer as of and during each period presented as a result of these offers.  In addition,
please disclose and discuss the expected impact these arrangements will have on your
liquidity and future results of operations.
Supervisory Board, page 112
6.We note your revisions in response to prior comment 10.  Please clarify how the
nomination arrangement functions, including how your supervisory board must "observe"
it in determining the number of supervisory board members.  Also clarify whether each of
Messrs. Hahn and Christians are entitled to nominate one member, or whether they are
entitled to nominate one member collectively.  Please also tell us what document filed as
an exhibit includes this nomination arrangement; we note that you deleted the reference to
your articles of association.

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Consolidated Financial Statements
4. Change in accounting policies and errors (IAS 8) , page F-9
7.We note that through December 31, 2019, you accounted for advance payments received
from customers as financial liabilities in accordance with IFRS 9 and during 2020, you
determined the advance payments should have been accounted for as contract liabilities in
accordance with IFRS 15.  Please provide us a more comprehensive explanation of the
change in your accounting for advance payments.  Please specifically address the facts
that you have not completed the development of your vehicle, you have not delivered any
vehicle, and advance payments are refundable.  Please also address the appropriateness of
the classification of advance payments in operating cash flows given that they are
refundable.
8. Balance sheet disclosures
8.5. Other current financial assets, page F-30
8.We note your disclosures that: the PayPal reserve in 2020 relates to the reclassification of
the specific reserve imposed by PayPal due to the crowdfunding campaign; you have no
access to the PayPal reserve; it is unclear when the reserve will be released by
PayPal; and, given that you expect repayment within 12 months after the balance sheet
date, the PayPal reserve is classified in current assets.  Please revise your disclosures to
more fully explain the specific facts and circumstances required by PayPal to release the
funds and more fully explain your basis for expecting repayment within 12 months after
the balance sheet date, such that your classification in current assets is appropriate.
8.9. Advance payments received from customers, page F-31
9.We note your disclosure that advance payments received from customers are recognized
at the time cash is collected and, as the expected delivery of cars is in 2023, all advance
payments are shown as non-current, even though some customers might be able to cancel
their contract and demand their money back.  For total advance payments received from
customers as of 12/31/20, please disclose the amount that is currently cancelable and
disclose the amounts that will become cancelable in each of the next three years based on
their current terms and conditions.  Please also revise your disclosures to more explain
your basis for determining that your classification of all advance payments in non-current
liabilities is appropriate.
10. Other disclosures
10.3 Renumeration based on shares (share-based payment), page F-43
10.Refer to prior comment 18.  Please provide us the estimated offering price range for your
IPO and, if applicable, explain material differences between the estimated offering price
range and the estimated fair value determined by management.  In addition, please
reconcile the apparent inconsistency in the disclosures that:
•"At the time of issuance of these consolidated financial statements, Sono Group is

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pursuing an IPO or merger with a special purpose acquisition company.  Management
has determined that either transaction would constitute an 'exit-event'  according to the
CSOP."
•"No expense and liability have been recognized for the one participant remaining in
the cash-settled program because management does not consider the pursued IPO an
'exit-event'  in accordance with the old employee participation program and
consequently does not consider a payment to the remaining participant probable as of
December 31, 2020."

            You may contact Andi Carpenter at (202) 551-3645 or Anne McConnell at (202)-551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Krystian Czerniecki

United States securities and exchange commission logo
February 17, 2021
Laurin Hahn
Co-Chief Executive Officer
Sono Group N.V.
Waldmeisterstraße 76
80935 Munich, Germany
Re:Sono Group N.V.
Confidential Draft Registration Statement on Form F-1
Submitted January 20, 2021
CIK No. 0001840416
Dear Mr. Hahn:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Confidential Draft Registration Statement on Form F-1
Overview, page 1
1.While we note the "pre-production" disclosure, please revise to clarify the exact status of
development of your vehicle, such as whether you have developed a working prototype.
Also revise to clarify whether the sales reservations you mention are binding or may be
cancelled, and quantify the amount that may be cancelled.
Summary Financial and Operating Data, page 16
2.Please disclose your loss per share for each period presented.  Refer to Item 3.A.2 of Form
20-F.

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Risk Factors, page 18
3.It appears from your disclosure on page 51 that you will be a "controlled company" under
exchange listing rules.  If so, discuss the corporate governance exemptions that will be
available to you, apart from the home country exemptions you discuss, and the related
risks to investors.
We have no experience servicing our vehicles., page 33
4.Please elaborate here or in a new risk factor the impact of self-service repair or do-it-
yourself repair will have on the warranties you intend to offer for your vehicles and any
other risks associated with your self-service or do-it-yourself repairs.
We may be subject to litigation . . ., page 46
5.Quantify the amount of monetary benefits promised by your founders and disclose the
amount of the current obligations under the program you reference.
Our dual class share structure . . ., page 51
6.We note the "considerable influence" referenced here.  Revise to clarify whether the
holders of your high-voting shares will, in fact, have the ability to determine the actions
you mention, as opposed to merely considerably influencing them.
Dilution, page 68
7.Please provide, in tabular form, the disclosure required by Item 9.E.1 of Form 20-F.  Also
disclose how the numbers and percentages required to be disclosed by that item would
change, assuming the exercise of all outstanding options and other equity awards, such as
the "virtual shares" you mention, and conversion of outstanding notes.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 76
8.Please clarify whether the disclosures related to your future anticipated costs on page 77
include or exclude the future anticipated capital expenditures disclosed on page 73.
Our Car, page 89
9.In light of your disclosure regarding replacing the traditional metal sheet exterior with
your solar modules, please discuss any collision and safety testing you have performed.
Supervisory Board, page 106
10.Please clarify the meaning of the second paragraph under this heading.  Also revise to
describe in detail the "nomination rights" to which you refer.

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Management Board Service Contracts, page 109
11.Please revise to clarify and quantify the terms of the contracts to which you refer.  Also
file those agreements as exhibits, as appropriate.
Principal Shareholders, page 112
12.The table on page 113 indicates the Messrs. Laurin and Christian beneficially own an
aggregate of about 8.38% of your "high-voting shares."  Please disclose who owns the
remainder of those shares and how Messrs. Laurin and Christian can "control" the
outcome of voting matters if they hold such a low percentage of high-voting shares.
Relationships with Other Related Parties, page 114
13.Please refer to the first paragraph under this heading.  Revise to identify the related parties
involved in the transactions and describe the nature and amount of their interest in the
transactions.
Share Capital, page 115
14.Please revise to clarify the meaning of the last paragraph under this heading.  Include in
such revisions the "property law" you mention and how it will effect investors.  Also
describe the "overriding exceptions" under Dutch law.
15.If members of your management board hold all of your outstanding high-voting shares,
please disclose how the determination as to whether to permit conversion will be made.
Taxation, page 139
16.If the disclosure in this section represents the opinion of counsel, as indicated by Exhibits
8.1 and 8.2, the disclosure should name counsel and state clearly that the it is counsel's
opinion.  Also, if there any material risks to investors related to the tax consequences you
disclose, please add appropriate risk factor disclosure.
Financial Statements
General, page F-1
17.We note the Company was formed in 2016 and the current auditor was engaged in 2020.
Please confirm that the Company did not change auditors during its two most recent fiscal
years or the subsequent interim period; alternatively, please provide the disclosures
required by Item 16.F of Form 20-F, including any required letters from the new and
former auditors, filed as exhibits to the registration statement.

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8.4 Subsequent events
8.4.3. Remuneration based on virtual shares/exit proceeds, page F-36
18.We note your disclosure that management current estimates indicate that the employee
participation program will have an impact of approximately EUR 25 to 32 on the result of
your financial statements as of December 31, 2020.  Please disclose the impact the virtual
shares had on the financial statements while they were outstanding and explain any
material assumptions underlying the impact.  Please also more fully disclose the terms of
the exchange program and explain any material assumptions underlying the current
estimates of the impact of this program.

Exhibits
19.Please file as an exhibit the lock-up agreement mentioned on page 161.
General
20.Please highlight on your prospectus cover page and in your summary the high-voting
shares that are outstanding and the resulting control that affords your management.  Please
also disclose how you intend to determine whether more than 50 percent of its outstanding
voting securities are owned of record by U.S. residents for purposes of satisfying the
foreign private issuer definition.  See Securities Act Rule 405 and Exchange Act Rule 3b-
4; Securities Act Rules Compliance and Disclosure Interpretation 203.17.
21.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.  Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            You may contact Andi Carpenter at (202) 551-3645 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Krystian Czerniecki