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                              April 7, 2021

       Laurin Hahn
       Co-Chief Executive Officer
       Sono Group N.V.
       Waldmeisterstra  e 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
 Laurin Hahn
FirstName
Sono GroupLastNameLaurin Hahn
              N.V.
Comapany
April       NameSono Group N.V.
       7, 2021
April 27, 2021 Page 2
Page
FirstName LastName
         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.
 Laurin Hahn
FirstName
Sono GroupLastNameLaurin Hahn
              N.V.
Comapany
April       NameSono Group N.V.
       7, 2021
April 37, 2021 Page 3
Page
FirstName LastName
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
 Laurin Hahn
Sono Group N.V.
April 7, 2021
Page 4
           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,
FirstName LastNameLaurin Hahn
                                                            Division of
Corporation Finance
Comapany NameSono Group N.V.
                                                            Office of
Manufacturing
April 7, 2021 Page 4
cc:       Krystian Czerniecki
FirstName LastName