United States securities and exchange commission logo





                              February 17, 2021

       Laurin Hahn
       Co-Chief Executive Officer
       Sono Group N.V.
       Waldmeisterstra  e 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.
 Laurin Hahn
FirstName
Sono GroupLastNameLaurin Hahn
            N.V.
Comapany17,
February  NameSono
            2021   Group N.V.
February
Page 2 17, 2021 Page 2
FirstName LastName
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.
 Laurin Hahn
FirstName
Sono GroupLastNameLaurin Hahn
            N.V.
Comapany17,
February  NameSono
            2021   Group N.V.
February
Page 3 17, 2021 Page 3
FirstName LastName
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.
 Laurin Hahn
FirstName
Sono GroupLastNameLaurin Hahn
            N.V.
Comapany17,
February  NameSono
            2021   Group N.V.
February
Page 4 17, 2021 Page 4
FirstName LastName
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