UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-41066

SONO GROUP N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	98-1828632
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Sono Group N.V. Waldmeisterstraße 93, 80935 Munich, Germany
(Address of principal executive offices)

+49 (0)89 4520 5818

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~Not~~Ordinary ~~Applicable~~Shares ~~Not~~SSM ~~Applicable~~The ~~Not~~Nasdaq ~~Applicable~~Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: ~~Ordinary Shares, nominal value of €0~~ None.~~02 per share~~

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the ordinary shares of the registrant held by non-affiliates, based on the closing price of the ordinary shares as quoted on the OTCQB on June 30, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $27.32 million.*

*Indicate Asby ~~described~~check inmark ~~more~~whether ~~detail in this Annual Report,~~ the registrant ~~implemented~~has afiled ~~Reverse~~all ~~Share~~documents ~~Split~~and ~~(as~~reports ~~defined~~required ~~herein) on January 6, 2025. The closing price used~~ to ~~calculate~~be ~~the~~filed ~~aggregate~~by ~~market~~Sections ~~value~~12, of13 ~~ordinary~~or ~~shares~~15(d) of the ~~registrant~~Securities ~~held~~Exchange byAct ~~non-affiliates~~of on1934 ~~June~~subsequent ~~30, 2024 has been adjusted~~ to ~~reflect~~ the ~~75-to-1~~distribution ~~reverse~~of ~~split~~securities ~~ratio.~~under ~~Share~~a ~~amounts~~plan onconfirmed ~~this~~by ~~cover~~a ~~page~~court.* ~~and~~Yes ~~throughout~~☐ ~~this~~No ~~Annual Report have been updated, as appropriate, to reflect the Company’s Reverse Share Split.~~☐

~~Indicate~~* byAs ~~check~~described ~~mark~~in ~~whether~~more detail in this Annual Report, the registrant ~~has~~was ~~filed~~involved ~~all~~in ~~documents~~preliminary ~~and~~self-administration ~~reports~~proceedings ~~required~~under toGerman beinsolvency ~~filed~~law bybefore ~~Sections~~the 12local court of Munich, 13Germany orfrom ~~15(d)~~mid-May of2023 ~~the~~through ~~Securities~~January ~~Exchange~~31, ~~Act~~2024. ofSince ~~1934~~no ~~subsequent~~insolvency toplan providing for the distribution of securities ~~under~~was ~~a plan~~ confirmed by athe court.**, ~~Yes~~the ☐registrant Nohas ☐not checked either of the boxes above.

** As ~~described~~of inMarch ~~more~~25, ~~detail~~2026, inthere ~~this~~were ~~Annual~~1,424,834 ordinary ~~Report~~shares, ~~the~~nominal ~~registrant~~value ~~was~~€0.01 ~~involved~~per inshare, ~~preliminary~~of ~~self-administration proceedings under German insolvency law before~~ the ~~local~~registrant ~~court~~outstanding, ~~of Munich~~40,000 ~~Germany~~high ~~from~~voting ~~mid-May~~shares, ~~2023~~nominal ~~through~~value ~~January 31, 2024~~€0.25 ~~Since~~per noshare, ~~insolvency~~of ~~plan providing for~~ the ~~distribution~~registrant ofoutstanding ~~securities~~and ~~was~~1,401 ~~confirmed~~preferred ~~by the court~~shares, ~~the~~nominal ~~registrant~~value ~~has~~€300.00 ~~not~~per ~~checked~~share ~~either~~ of the ~~boxes~~registrant ~~above~~outstanding.

As of March 24, 2025, there were 1,409,921 ordinary shares, nominal value €0.02 per share, of the registrant outstanding and 40,000 high voting shares, nominal value €0.50 per share of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

SONO GROUP N.V.

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, ~~2024~~2025

Table of Contents

	Page
PART I	54
Item 1. Business.	54
Item lA. Risk Factors.	2423
Item 1B. Unresolved Staff Comments.	6254
Item 1C. Cybersecurity.	6254
Item 2. Properties.	6355
Item 3. Legal Proceedings.	6355
Item 4. Mine Safety Disclosures.	6355
PART II	6456
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6456
Item 6. [Reserved]	6556
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	6556
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	7465
Item 8. Financial Statements and Supplementary Data.	7465
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	7465
Item 9A. Controls and Procedures.	7465
Item 9B. Other Information.	7667
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	7667
PART III	7768
Item 10. Directors, Executive Officers and Corporate Governance.	7768
Item 11. Executive Compensation.	8072
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	8377
Item 13. Certain Relationships and Related Transactions, and Director Independence.	8681
Item 14. Principal Accountant Fees and Services.	8985
PART IV	9086
Item 15. Exhibits and Financial Statement Schedules.	9086
Item 16. Form 10-K Summary.	9489

CAUTIONARY NOTE REGARDING FORWARD -LOOKING STATEMENTS

This Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 (this “Annual Report” or this “Form 10-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “may,” “will,” “expect,” “estimate,” “could,” “should,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “forecast,” “project,” “target,” “continue,” “is/are likely to,” “will” or other similar or comparable expressions (including the negative of any of the foregoing). These forward-looking statements include all matters that are not historical facts and are statements regarding our intentions, beliefs, or current expectations. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and could cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements contained in this Annual Report include, but are not limited to, statements about:

● our ~~expectations regarding our~~ ability to ~~access~~maintain ~~the~~relationships ~~unfunded~~with ~~portion~~lenders ~~of the Yorkville Commitment (as defined herein)~~ and implement the Debt Conversion (as defined herein), including our ability to meet the initial listing requirements for admission of our securities to trading on the Nasdaq Capital Market and to satisfy the other ~~conditions~~third ~~precedent set forth in the Securities Purchase Agreement and the Exchange Agreement (each as defined herein)~~parties;

● ~~the~~our ~~timing~~ability ofto ~~the~~comply ~~closing~~with the ~~transactions~~continuing ~~contemplated~~standards byof the ~~Securities~~Nasdaq ~~Purchase~~Capital ~~Agreement and the Exchange Agreement~~Market;

● ~~the~~our ~~impact~~strategies, ofplan, ~~the~~objectives ~~transactions contemplated by the Exchange Agreement~~ and ~~Securities Purchase Agreement on the Company’s operating results~~goals;

● our ability to ~~maintain~~raise ~~relationships~~any ~~with~~additional ~~lenders,~~financing ~~suppliers,~~that ~~customers,~~may ~~employees~~be ~~and~~required ~~other third parties,~~ to ~~pursue~~continue ~~new~~as ~~customer~~a ~~arrangements~~going ~~and projects, and to attract, retain and motivate key employees in light of the performance and credit risks associated with our constrained liquidity position and capital structure~~concern;

● our ability to comply with the continuing standards of OTCQB;

● our strategies, plan, objectives and goals, including, for example:

○ the successful implementation and management of the pivot of our business to exclusively retrofitting and integrating our solar technology onto third party vehicles; and

○ the successful continued development, sale and delivery of our solar solutions for vehicles and similar products, as well as the continuous advancement of our current technologies and development of new technologies;

● our ability to secure a sufficient number of future customer contracts or otherwise raise the additional funding required beyond the Yorkville Commitment to further develop and commercialize our solar technology and business as well as to continue as a going concern;

●

our future business and financial performance, including our ability to turn profitable, scale our operations and build a well-recognized and respected brand cost-effectively;

●

our ability to achieve customer acceptance of and demand for our products, including by developing and maintaining relationships with key business partners who are crucial for our operations or who directly deal with end users in our target market;

	●	our expectations regarding the development of our industry, market size and the regulatory and competitive environment in which we operate;

	●	our expectations and beliefs regarding accounting and tax matters; and

	●	changes in general political, economic and competitive conditions and specific market conditions.

● our ability to achieve customer acceptance of and demand for our products, including by developing and maintaining relationships with key business partners who are crucial for our operations or who directly deal with end users in our target market; and

● our expectations regarding the development of our industry, market size and the regulatory and competitive environment in which we operate.

We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, many of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are neither promises nor guarantees of future performance. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Annual Report, those results or developments may not be indicative of results or developments in subsequent periods. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation: the risks, uncertainties, and assumptions described under “Summary Risk Factors” below, “Risk Factors” in Item 1A of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II and elsewhere in this Annual Report.

Any forward-looking statements made herein speak only as of the date of this Annual Report, and you should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or achievements reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason after the date of this Annual Report or to conform these statements to actual results or revised expectations.

GENERAL

WeDuring ~~conduct~~the fiscal year ended December 31, 2025, we conducted our business through our subsidiary Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) (the “Subsidiary”). Unless otherwise indicated or the context otherwise requires, the terms “Sono Motors,” “Sono,” “the Companies,” “we,” “our,” “ours,” “ourselves,” “us” or similar terms refer to Sono Group N.V. together with the Subsidiary with respect to the fiscal years ended December 31, 2025 and 2024, and refer to Sono Group N.V. with respect to subsequent events as discussed in Item 1 of this Annual Report and elsewhere in this Annual Report, unless the context requires otherwise. The “Company” refers to Sono Group N.V. and the “Subsidiary” refers to Sono Motors GmbH. References to “Form 10-K” and “Annual Report” herein refer to this Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025.

We were incorporated pursuant to the laws of the Netherlands as Sono Motors Finance B.V. on October 23, 2020 as a wholly-owned subsidiary of Sono Motors GmbH. As part of the corporate reorganization that was completed on November 27, 2020, our then-existing shareholders contributed all of their shares in Sono Motors GmbH to Sono Motors Finance B.V. in exchange for newly issued common shares of Sono Motors Finance B.V. In addition, the sole issued and outstanding common share in Sono Motors Finance B.V. at that time, which was held by Sono Motors GmbH, was cancelled (ingetrokken). As a result, Sono Motors GmbH became a wholly-owned subsidiary of Sono Motors Finance B.V. and the then-existing shareholders of Sono Motors GmbH became the shareholders of Sono Motors Finance B.V. Also on November 27, 2020, Sono Motors Finance B.V. was converted into a public company with limited liability under Dutch law (naamloze vennootschap), and changed its legal name from Sono Motors Finance B.V. to Sono Group N.V.

We may announce material business and financial information to our investors using our investor relations website at https://ir.sonomotors.com. We therefore encourage investors and others interested in the Company to review the information that we make available on our website, in addition to following our filings with the U.S. Securities and Exchange Commission (“SEC”), webcasts, press releases and conference calls. Information contained on our website is not part of this Annual Report on Form 10-K.

SUMMARY RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those summarized below. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the consolidated financial statements and the related notes. If any of the following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. In these circumstances, the market price of our ordinary shares (the “Ordinary Shares”) could decline. The principal risks and uncertainties affecting our business include the following:

~~The~~● ~~principal~~ risks associated with ~~the~~our ~~Yorkville~~digital ~~Commitment~~assets ~~include,~~and ~~but~~digital ~~are~~asset ~~not~~treasury ~~limited~~strategy; ● our ability to, prevent liquidation and continue as a going concern; ● our ability to comply with the ~~following:~~continuing listing standards of the Nasdaq Capital Market;

● our ability to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, including by satisfying the conditions precedent to the Securities Purchase Agreement and Exchange Agreement, which conditions precedent include our satisfaction of all the applicable requirements for an initial listing of our Ordinary Shares on the Nasdaq Capital Market, or otherwise to obtain sufficient financing or to secure a sufficient number of future customer contracts to allow us to execute our business plan, meet our liquidity requirements and continue as a going concern;

● the risk that Yorkville may choose to terminate each of the Securities Purchase Agreement and Exchange Agreement if the transactions contemplated by such agreements do not close by April 15, 2025;

● our ability to maintain our relationships with our suppliers, service providers, creditors, customers, officers, supervisory board members, employees, counterparties and other third parties, to pursue new customer arrangements and projects, and to attract, retain and motivate key employees as a result of our constrained liquidity position and capital structure;

● the visibility, share price and trading volume of our Ordinary Shares, as well as investor confidence in us and our Ordinary Shares, as a result of the delisting of our Ordinary Shares from the Nasdaq Global Market in February 2024, and

● our ability to achieve our stated goals within the intended budget and timeframe and continue as a going concern.

If we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion or otherwise secure sufficient funding to support our business operations, our business continues to be subject to numerous other risks, and we may be unable, for many reasons, including those that are beyond our control, to implement our business strategy. Such risks include, but are not limited to, the following:

● the dependence of our success and future growth upon the market’s willingness to adopt solar-powered mobility solutions;

● the competitiveness of the mobility market and the risk to fail to successfully commercialize our proprietary solar technology in time or at all;

● our ability to prevent liquidation and continue as a going concern, including our ability to raise the additional external financing upon which our ability to accomplish any of our business plans is dependent;

● our ability to comply with the continuing standards of OTCQB; ● the risk that we may not be able to meet the initial listing requirements for admission of our Ordinary Shares to trading on the Nasdaq Capital Market, and therefore may not be able to have our Ordinary Shares admitted to trading on a stock exchange in the future;

●

our ability to remediate all material weaknesses in our internal control over financial reporting and to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner;

● our ~~unproven~~future ~~ability~~business toand ~~commercialize~~financial ~~solar~~performance, ~~technology~~including onour aability ~~larger~~to turn profitable, scale our operations and tobuild ~~develop~~a ~~solar~~well-recognized ~~power~~and ~~electronics,~~respected ~~such~~brand ascost-effectively; ● our ~~maximum~~ability ~~power~~to ~~point~~achieve ~~tracker~~customer ~~central~~acceptance ~~unit~~of ~~(“MCU”)~~and demand for our products, including by developing and ~~the~~maintaining ~~risk~~relationships ofwith ~~failing~~key tobusiness ~~further~~partners ~~develop~~who ~~and~~are ~~realize~~crucial for our operations or who directly deal with end users in our target market; ● our expectations regarding the ~~commercialization~~development of our ~~solar~~industry, ~~products~~market ~~within~~size and the ~~intended~~regulatory ~~timeframe,~~and ~~budget~~competitive orenvironment atin ~~all;~~which we operate; ● our expectations and beliefs regarding accounting and tax matters;

● that our products may not be fully functional or available on our anticipated schedule or at all, and may remain unproven and pose additional risks;

● our dependence on the adequate protection of our intellectual property, which can be difficult and costly;

● that our patent applications may be unsuccessful, which may adversely affect our ability to prevent others from commercially exploiting products similar to ours and/or that one or more of our products may conflict with the proprietary rights of third parties of which we are not aware, which could have a material adverse effect on our ability to commercialize and market our products as planned;

● our ability to reliably source our component supply, as well as our dependence on a limited number of suppliers, and in some cases a single supplier, for the sourcing of certain components and other materials used in our solar solutions;

● increases in costs, disruption of supply or shortage of raw materials or certain products that could harm our business;

● ongoing negotiations of contractual agreements with many of our prospective suppliers and business partners and potential renegotiations of these agreements as we scale our business;

● our ability to obtain or agree on acceptable terms and conditions on all or a significant portion of the government grants, loans and other incentives for which we may apply, which may negatively affect our ability to reach funding goals;

●

our dependence on the acceptance of our brand and any adverse impact on our business and results of operations that could result from any negative publicity relating to any of our business partners and their products or services;

● damage to our reputation in the ~~risk~~event that ~~our~~any ~~solar~~past ~~solutions~~advertisements ~~may~~lead to misperceptions or fail to ~~perform~~comply aswith ~~expected~~relevant legal requirements;

● damage to our reputation in the event that any past or future advertisements lead to misperceptions or fail to comply with relevant legal requirements;

● our intention to market and sell our products via direct business-to-business channels and not to maintain a network of physical presences;

● our ability to establish a network for aftersales customer service or otherwise successfully address the service and maintenance requirements of our customers;

● product recalls that could materially adversely affect our business, prospects, operating results and financial condition;

● health and safety risks posed by our products;

●

risks posed by interruptions or failures of information technology and communications systems;

● ~~risks~~our ~~associated~~exposure ~~with~~to ~~international~~various ~~operations,~~liability ~~including~~risks ~~unfavorable~~resulting ~~regulatory,~~from ~~political,~~past ~~tax~~or ~~and~~existing ~~labor~~employment ~~conditions,~~relationships ~~which~~and ~~could~~labor ~~harm our business~~laws;

● ~~our~~the ~~inability~~adverse toeffects ~~attract~~that ~~and~~disasters ~~retain~~or ~~key~~unpredictable ~~employees~~events ~~and~~could ~~hire~~have ~~additional~~on ~~qualified~~our ~~management,~~operations; ~~technical~~ and ~~engineering~~● ~~personnel~~changes in general political, ~~which~~economic ~~could~~and ~~harm~~competitive ~~our~~conditions ~~ability~~and tospecific ~~compete;~~market conditions.

~~● our exposure to various liability risks resulting from past or existing employment relationships and labor laws; and~~3

● the adverse effects that disasters or unpredictable events could have on our operations.

PART I

Item 1. Business.

Fiscal 2025 Overview and Subsequent Developments

WeDuring ~~believe~~the weyear ~~are~~ended aDecember ~~pioneer~~31, in2025, ~~the~~our ~~field~~business consisted of our legacy solar~~-powered~~ ~~mobility~~operations ~~applications.~~conducted Wethrough ~~envision~~the aSubsidiary. ~~world~~Accordingly, ~~that~~references noin ~~longer~~this ~~relies~~Item on1 to the ~~burning~~terms of“Sono ~~fossil~~Motors,” ~~fuels.~~“Sono,” ~~After~~“the ~~terminating~~Companies,” “we,” “our,” ~~Sion~~“ours,” ~~passenger~~“ourselves,” ~~car~~“us” ~~program~~or ~~(the~~similar ~~“Sion”)~~terms, ~~due~~refer to aSono ~~lack~~Group ofN.V. ~~available~~together ~~funding~~with at the ~~end~~Subsidiary ofwith ~~February~~respect ~~2023,~~to wethe ~~pivoted~~fiscal ~~our~~years ~~business~~ended ~~model~~December to31, ~~focus~~2025 ~~exclusively~~and on2024, ~~retrofitting~~ and ~~integrating~~refer ~~our~~to ~~proprietary~~Sono ~~solar~~Group ~~technology~~N.V. ~~onto~~with ~~third~~respect ~~party~~to ~~vehicle~~subsequent ~~with~~developments anas ~~initial~~described ~~focus~~below, onunless ~~our~~the ~~Solar~~context ~~Bus~~requires ~~Kit~~otherwise.

InDigital ~~2024,~~Asset we expanded our product portfolio beyond the Solar Bus Kit to include similar solar integration solutions for additional commercial vehicle categories, including trucks, vans, RVs, refrigerated trailers, coach buses and panel vans. This strategic expansion is intended to align with the growing demand for sustainable energy solutions across multiple transportation sectors, allowing us to address a broader range of manufacturers and fleet operators looking to reduce fuel costs and emissions.Treasury

~~Expanding~~Subsequent ~~beyond~~to ~~our~~December ~~low-voltage retrofit solar solutions~~31, ~~in the beginning of~~ 2025, ~~we increased our offerings to also include high-voltage solar solutions, leveraging our proprietary solar charge controller, also known~~ as ~~the~~previously ~~MCU.~~announced ~~This~~by ~~advanced technology enables seamless solar energy integration into~~ the ~~high voltage system of commercial vehicles with larger energy demands. Additionally~~Company, we ~~adjusted~~established ~~our~~a ~~distribution~~digital asset treasury strategy and ~~increased~~digital ~~our~~asset ~~focus~~treasury onpolicy ~~direct collaborations with original equipment manufacturers~~ (the “~~OEMs~~Treasury Strategy”) ~~and certain partners including cooling unit and battery manufacturers~~. ~~Building~~Under onthe aTreasury ~~series of pilot projects~~Strategy, wethe ~~aim~~principal toholding ~~collaborate~~in ~~with~~the ~~OEMs~~Company’s ~~and~~treasury ~~certain~~reserve ~~partners~~on toits ~~integrate~~balance ~~our~~sheet ~~complete~~will ~~solar~~be ~~solutions~~allocated ~~and~~to ~~standalone~~digital ~~solar products into vehicle structures~~assets, ~~and~~principally ~~are currently working toward collaborations with several OEMs for specific vehicles~~Bitcoin, ~~which~~by ~~could~~applying ~~enable~~a ~~customers to select solar~~covered-~~powered~~call ~~options~~yield ~~at the time of vehicle or trailer purchase~~strategy. ~~This approach is designed to enhance accessibility and scalability while streamlining adoption for commercial fleets.~~

5 In connection with the Treasury Strategy, on March 10, 2026, the Company entered into an International Swaps and Derivatives Association, Inc. (“ISDA”) 2002 ISDA Master Agreement, dated as of March 10, 2026 (the “ISDA Master Agreement”) with Blockchain.com (BVI) II Limited, a business company incorporated under the laws of the British Virgin Islands (“Blockchain.com”), facilitating the Company to enter into derivative and/or hedging transactions (collectively, the “Transactions”) to manage the risk associated with the Treasury Strategy. The derivative and hedging transactions will be governed by the ISDA Master Agreement, including the related Schedule to the ISDA Master Agreement executed by the Company and Blockchain.com on March 10, 2026 (the “Schedule”). The structure of the Transactions may include forwards, swaps, futures, options or other derivatives transactions in respect of digital assets. Certain events of default will apply to the Transactions under the ISDA Master Agreement and Schedule, including, but not limited to, failure to pay or deliver, breach of the agreement, credit support default, cross-defaults and misrepresentation. In addition, in connection with the ISDA Master Agreement, the Company and Blockchain.com entered into a Credit Support Annex to the Schedule to the ISDA Master Agreement, dated as of March 10, 2026 (the “Credit Support Annex”), which sets forth the terms and conditions upon which the Company will be required to deliver additional collateral to Blockchain.com (and Blockchain.com will be required to return collateral to the Company) depending upon the mark to market exposure under the ISDA Master Agreement and the value of the collateral. The ISDA Master Agreement, the Schedule and the Credit Support Annex are governed by the laws of England and Wales.

The ~~global~~Company ~~demand~~may ~~for~~use ~~energy-efficient~~available ~~and~~liquidity, ~~low-emission~~including ~~vehicle~~proceeds ~~solutions~~from ~~continues~~previously todisclosed ~~grow,~~financing ~~fueled by government regulations~~arrangements, ~~rising~~to ~~energy~~purchase ~~costs~~Bitcoin and ~~corporate~~other ~~sustainability~~digital ~~commitments. We believe our product offerings and our technology~~assets, ~~together~~subject ~~with our increased focus on OEM collaborations, position us~~ to ~~benefit~~applicable ~~from~~law ~~this transformation, with scalable solutions capable of meeting fleet operators’ needs today~~ and inpublic ~~the~~disclosure ~~future~~requirements. AsThe weCompany ~~continue~~intends to ~~refine~~solicit ~~and~~the ~~expand~~ratification ~~our~~by ~~product~~its ~~offerings,~~shareholders weof ~~intend~~the toengagement ~~broaden~~by ~~OEM~~the ~~partnerships,~~Company ~~enhance system efficiency and explore additional market opportunities~~ in the ~~evolving~~Treasury ~~transportation sector~~Strategy.

Exit from Legacy Solar ~~Technology~~Operations through Sono Motors GmbH

WeAs ~~consider~~previously announced by the Company, on March 14, 2026, our ~~technological~~supervisory ~~achievements~~board resolved to beterminate atall ~~the~~current ~~core~~and offuture ~~our~~funding ~~business~~commitments ~~activities~~to ~~and~~the ~~key~~Subsidiary and to ~~our~~exit ~~future~~the ~~success~~legacy solar operations conducted through the Subsidiary, with immediate effect. WeThe ~~have~~Company’s ~~developed~~decision ~~several~~was ~~innovative~~driven ~~technologies~~by ~~for~~the ~~use~~Subsidiary’s historical lack of profitability, which has resulted in the ~~mobility~~Company ~~area~~having to continuously provide funding to the Subsidiary, and ~~have~~thus ~~been~~incur ~~approached~~losses, and a determination by the supervisory board that there was not a ~~number~~clear ofpath ~~companies,~~for ~~such~~the asSubsidiary ~~manufacturers~~to ofachieve ~~trucks,~~profitability ~~commercial~~in ~~vehicle~~a ~~equipment~~reasonably desirable timeframe and ~~public~~thus, ~~transport~~avoid ~~operators~~future losses by the Company. This decision was made in conjunction with the decision on March 14, to2026 ~~provide~~by ~~them~~the Company’s management board, with ~~access~~the approval of the supervisory board, to ~~our~~adopt ~~technology~~the Treasury Strategy. WeThe ~~believe~~Treasury ~~these~~Strategy ~~technologies~~is ~~will~~projected ~~offer~~to ~~users~~generate acash ~~unique~~flow ~~experience~~for ~~and~~the ~~increased~~Company ~~practicability~~in the first year of ~~their~~its ~~vehicles~~execution. The Company is also exploring other strategic alternatives to maximize shareholder value.

~~Our~~The ~~solar~~Company ~~technology~~is ~~allows~~currently ~~for~~unable ~~full~~to ~~solar~~make ~~integration~~a ingood ~~all~~faith ~~kinds~~estimate of ~~vehicles, and while our initial focus, following~~ the ~~restructuring~~total ofcosts ~~our business~~ and ~~the pivot of our business model~~charges, ~~was~~if ~~on low-voltage solar retrofit solutions for commercial vehicles~~any, ~~such~~that asmay ~~our~~be ~~Solar~~incurred ~~Bus Kit, we expanded our offerings~~ in ~~2025~~connection ~~to include high-voltage solutions for commercial vehicles~~ with ~~larger~~the ~~energy~~cessation ~~demands.~~of Infunding ~~addition,~~to wethe ~~have~~Subsidiary ~~increased our focus on commercializing complete solar solutions as well as standalone solar products~~ and ~~services, and on direct collaborations with OEMs. In~~ the ~~process~~exit offrom ~~developing~~ the ~~Sion,~~Company’s welegacy ~~soon realized that the~~ solar ~~technology that was available at the time was not well-suited for mobility applications~~business. ~~Solar~~The ~~technology~~determination ~~has traditionally been developed and used in stationary use cases. Also, automotive use~~ of ~~solar~~any ~~technology~~such ~~differs~~costs ~~significantly~~is insubject ~~terms~~to ofsignificant ~~functionality and regulatory requirements. For example~~uncertainties, ~~fast-changing sunlight conditions while driving and mechanical stress~~including, ~~such~~among asother ~~vibrations~~things, ~~are~~the ~~not seen in stationary applications. Additionally~~timing, ~~solar~~scope ~~solutions~~and ~~for~~manner ~~mobility~~of ~~use~~any ~~cases~~actions ~~must~~undertaken ~~comply~~ with ~~automotive~~respect ~~regulations that drastically differ from regulations applicable~~ to ~~stationary~~the ~~applications.~~Subsidiary Infollowing ~~order to enable~~ the ~~use~~cessation of ~~solar components on vehicles~~funding, ~~Sono~~as ~~Motors~~well ~~developed~~as ~~new~~the ~~technical~~extent ~~solutions for~~of ~~our~~any ~~proprietary~~obligations ~~solar~~of ~~charge~~the ~~controllers~~Company ~~and~~in ~~power~~connection ~~electronics, innovative integration methods for vehicle applications and thorough qualification methods to qualify solar module suppliers~~therewith. ~~These~~Potential ~~technologies and qualification procedures have been tested~~costs, ~~evaluated~~if ~~and~~any, inmay ~~some~~include ~~cases~~legal, ~~certified~~advisory ~~for~~and ~~automotive~~other ~~use. Today~~professional ~~our~~fees ~~technology~~and ~~enables~~expenses usassociated towith ~~produce~~activities ~~high-efficiency~~relating ~~solar integration systems for delivering solar energy~~ to ~~vehicles~~the Subsidiary. ~~Our~~ ~~solar~~Any ~~technology~~such ~~can reduce running~~ costs ~~significantly~~ and ~~thereby~~expenditures, ~~reduce~~if ~~the total cost of ownership~~incurred, aare ~~key~~expected ~~point~~to ofbe ~~focus~~reduced ~~for~~by ~~fleet~~cash ~~operators,~~flow ~~particularly~~to ~~those in~~ the ~~transport~~Company ~~and~~from ~~logistics~~the ~~industries.~~Treasury ~~Manufacturers may also use our technology for new production vehicles~~Strategy.

WeOverview have built a strong and diverse intellectual property portfolio, with 9 granted patents, 21 PCT applications, 36 non-PCT patent applications and 3 utility models, collectively forming 38 patent families. Our patents cover critical innovations across key areas of ~~vehicle-integrated~~Legacy ~~photovoltaics~~Solar ~~(“ViPV”),~~Operations ~~solar~~through ~~energy~~Sono ~~conversion and~~Motors power management systems. A significant portion of our portfolio (24 patent families) is focused on ViPV components and manufacturing, reflecting our leadership in integrating solar technology directly into commercial vehicles. By continuously refining our proprietary technology, we strengthen our competitive edge, enabling scalable OEM integration and long-term market leadership in solar mobility.GmbH

~~Solar~~We ~~Modules~~believe ~~Specifically~~we ~~Designed~~are ~~for~~a ~~ViPV~~pioneer in the field of solar-powered mobility applications. We envision a world that no longer relies on the burning of fossil fuels. After terminating our Sion passenger car program (the “Sion”) due to a lack of available funding at the end of February 2023, we pivoted our business model to focus exclusively on retrofitting and integrating our proprietary solar technology onto third party vehicle with an initial focus on our Solar Bus Kit.

~~Solar~~In ~~modules~~2024, ~~specifically~~we ~~designed~~expanded ~~for~~our ~~ViPV are~~product aportfolio ~~core~~beyond ~~part~~the ofSolar ~~our~~Bus ~~solar~~Kit ~~integration~~to ~~business.~~include ~~This~~similar ~~approach~~solar ~~utilizes~~integration ~~specific~~solutions ~~solar~~for ~~technology~~additional ~~based~~commercial onvehicle ~~polymers~~categories, ~~rather~~including ~~than~~trucks, ~~glass~~vans, onRVs, ~~the~~refrigerated ~~large flat surfaces on the top or sides of vehicles~~trailers, ~~which~~coach ~~are~~buses ~~especially~~and ~~abundant~~panel ~~in commercial vehicles~~vans. ~~The~~This ~~solar~~strategic ~~modules~~expansion ~~can~~is ~~easily~~intended beto ~~mounted~~align onwith ~~vehicles during series production processes or even after they have been fully built. The application of these semi-flexible, light-weight modules on~~ the ~~exterior~~growing ofdemand ~~vehicles~~for ~~has~~sustainable ~~little~~energy ~~influence~~solutions onacross ~~the~~multiple ~~substructure,~~transportation ~~design or homologation and type approval processes~~sectors, ~~which~~allowing ~~eases~~us anto ~~integration~~address ~~of the solar technology. We currently focus on multiple use cases for our ViPV products and offer~~ a broader range of ~~solar~~manufacturers ~~integration solutions, including our Solar Bus Kit~~ and ~~our~~fleet ~~solar~~operators ~~kits~~looking ~~for~~to ~~trucks,~~reduce ~~vans,~~fuel ~~RVs,~~costs ~~refrigeration trailers~~ and ~~other applications~~emissions.

6 Expanding beyond our low-voltage retrofit solar solutions, in the beginning of 2025, we increased our offerings to also include high-voltage solar solutions, leveraging our proprietary solar charge controller, also known as the MCU. This advanced technology enables seamless solar energy integration into the high voltage system of commercial vehicles with larger energy demands. Additionally, we adjusted our distribution strategy and increased our focus on direct collaborations with original equipment manufacturers (“OEMs”) and certain partners including cooling unit and battery manufacturers. Building on a series of pilot projects, we aimed to collaborate with OEMs and certain partners to integrate our complete solar solutions and standalone solar products into vehicle structures, and work toward collaborations with several OEMs for specific vehicles, which could enable customers to select solar-powered options at the time of vehicle or trailer purchase. This approach was designed to enhance accessibility and scalability while streamlining adoption for commercial fleets.

A ViPV approach involves the integration of specific types of semi-flexible solar modules into the vehicle. The relevant solution is developed and tested based on the needs of the specific customer, taking into account the expected lifetime of the vehicle, weight and cost specifications, installation times and synergies between solutions for different vehicle types. We have installed ViPV solutions on prototypes for multiple customers, including, among others, VBR Verkehrsbetriebe und Servicegesellschaft mbH, Scania CV AB, Koegel Trailer GmbH, Jean CHEREAU S.A.S, Hofbus GmbH and Stadtwerke Muenchen GmbH. Over time, we have improved our technologies significantly, for example, by reducing system costs, improving installation methods, shortening installation times and eliminating software bugs and telematics issues to increase system uptimes. In addition, we have gained a broad range of experience by working with various customers on ViPV applications for a variety of commercial vehicle types, including trailers, diesel buses, hybrid buses, electric buses and electric vans. Continuous technical and cost improvements are being implemented through our technology and operations departments to enable attractive business cases for customers at high volumes.4

Solar ~~Charge Controller (MCU)~~Technology

~~The~~We ~~integration~~have ofdeveloped ~~solar~~several ~~modules~~innovative ~~into~~technologies ~~energy systems~~ for ~~transport-related~~ use ~~cases~~in ~~requires solar charge controllers that fit~~ the ~~vehicle~~mobility ~~E/E~~area ~~(electrical/electronic) architecture with its powertrain~~ and ~~auxiliary~~have ~~systems.~~been ~~Our~~approached ~~solar~~by ~~charge~~a ~~controller,~~number orof ~~MCU~~companies, issuch ~~the~~as ~~central~~manufacturers ~~piece~~ of ~~our power electronics. Our MCU is a multichannel~~trucks, ~~dynamic~~commercial ~~system~~vehicle ~~that~~equipment ~~is both conversion~~ and ~~tracking~~public ~~efficient.~~transport ~~Our power electronics optimize the power output through the use of intelligent algorithms and energy earnings for solar modules mounted on~~operators, orto ~~integrated~~provide ~~into,~~them ~~moving~~with ~~objects~~access ~~by a multichannel approach that considers quickly-changing sun radiation conditions and differently-oriented solar modules. Our MCU and algorithms allow for fast adaptation~~ to ~~changing sun conditions, resulting in high energy yields. Our multi-channel architecture allows for individual tracking of differently-oriented solar panels. We test and certify~~ our technology ~~according to automotive standards and specific use cases~~. ~~For~~We ~~example,~~believe ~~our~~these ~~MCU~~technologies ~~has~~will ~~achieved~~offer ~~ECE~~users ~~R-10 certification and therefore complies with regulatory requirements for electromagnetic compatibility. Our MCU is able to communicate with controlled area networks (CAN),~~ a ~~standard~~unique ~~communication~~experience ~~protocol~~and inincreased ~~the~~practicability ~~automotive industry that enables intelligent integrations in the vehicle architectures to perform clever tasks like preconditioning (heating/air-conditioning) a bus when a surplus~~ of ~~solar~~their ~~power is given~~vehicles. ~~In addition, multiple MCUs can be connected to work with systems with higher power, such as eBuses and trailers.~~

WeOur solar technology allows for full solar integration in all kinds of vehicles, and while our initial focus, following the restructuring of our business and the pivot of our business model, was on low-voltage solar retrofit solutions for commercial vehicles, such as our Solar Bus Kit, we expanded our offerings in 2025 to include high-voltage solutions for commercial vehicles with larger energy demands. In addition, we increased our focus on commercializing complete solar solutions as well as standalone solar products and services, and on direct collaborations with OEMs. In the process of developing the Sion, we soon realized that the solar technology that was available at the time was not well-suited for mobility applications. Solar technology has traditionally been developed and used in stationary use cases. Also, automotive use of solar technology differs significantly in terms of functionality and regulatory requirements. For example, fast-changing sunlight conditions while driving and mechanical stress, such as vibrations, are ~~currently~~not ~~focusing~~seen in stationary applications. Additionally, solar solutions for mobility use cases must comply with automotive regulations that drastically differ from regulations applicable to stationary applications. In order to enable the use of solar components on ~~two~~vehicles, ~~variants~~Sono Motors developed new technical solutions for our proprietary solar charge controllers and power electronics, innovative integration methods for vehicle applications and thorough qualification methods to qualify solar module suppliers. These technologies and qualification procedures have been tested, evaluated and, in some cases, certified for automotive use. Today our technology enables us to produce high-efficiency solar integration systems for delivering solar energy to vehicles. Our solar technology can reduce running costs significantly and thereby reduce the total cost of ownership, a key point of focus for fleet operators, particularly those in the transport and logistics industries. Manufacturers may also use our ~~MCU:~~technology for new production vehicles.

●We ~~High~~have ~~Voltage~~built ~~System:~~a ~~The~~strong ~~high~~and ~~voltage~~diverse ~~system~~intellectual ~~was~~property ~~originally~~portfolio, ~~developed~~with ~~and~~9 ~~tested~~granted inpatents, ~~our~~3 ~~Sion~~international ~~pre-series~~Patent ~~vehicles.~~Cooperation ~~While~~Treaty ~~the~~(“PCT”) ~~Sion~~applications, ~~architecture~~28 ~~was~~non-PCT ~~designed~~patent toapplications or ~~operate~~European atpatent ~~400V,~~(“EP”) ~~the~~applications ~~high~~and ~~voltage~~3 ~~system~~utility ~~has~~models, ~~been~~collectively ~~further~~forming ~~developed~~26 topatent ~~also~~families ~~comply~~(i.e., ~~with~~independent ~~800V architectures~~inventions). ~~400V~~Our ~~and~~patents ~~800V~~cover ~~architectures~~critical ~~currently~~innovations ~~dominate~~across ~~the~~key ~~electric~~areas of vehicle-integrated photovoltaics (“~~BEV~~ViPV”), ~~and~~solar ~~high~~energy ~~voltage~~conversion and ~~battery~~power ~~market~~management systems. ~~Our~~A ~~high~~significant ~~voltage~~portion ~~MCU~~of ~~can~~our beportfolio ~~used~~(16 ~~for~~patent ~~electric~~families) ~~vehicles,~~is ~~including~~focused ~~buses,~~on ~~vans,~~ViPV ~~trucks~~components and ~~passenger vehicles~~manufacturing, orreflecting ~~electrified~~our ~~reefer~~leadership ~~trailers.~~in ~~Pre-series~~integrating ~~versions~~solar oftechnology ~~the~~directly ~~high~~into ~~voltage~~commercial ~~MCU~~vehicles. ~~have~~By ~~been~~continuously ~~and~~refining ~~are~~our ~~expected~~proprietary totechnology, bewe ~~installed~~strengthen ~~and~~our ~~tested~~competitive ~~in vans~~edge, ~~reefers~~enabling scalable OEM integration and ~~passenger~~long-term ~~cars~~market ofleadership ~~OEMs~~in solar mobility.

●Solar ~~Low~~Modules ~~Voltage~~Specifically ~~System:~~Designed ~~Our low voltage system is designed to be integrated in all architectures operating at 24V-48V, which is the standard~~ for commercial vehicles such as buses and trucks. Generated solar power will be provided directly to the 24V (or 48V) battery and 24V (or 48V) system to power auxiliary units like ventilation and air conditioning. By doing so, energy consumption will be reduced. The MCU is designed with eight input channels to improve efficiency in dynamic shading conditions. In addition, the multi-channel architecture ensures that vehicles stay below 60V DC to comply with low voltage directives allowing, for example, an easy integration in a vehicle’s architecture and retrofitting.ViPV

~~Following~~Solar ~~the~~modules ~~further~~specifically ~~development~~designed for ViPV are a core part of our ~~high~~solar ~~voltage~~integration ~~MCU~~business. toThis ~~support~~approach ~~both~~utilizes ~~400V~~specific ~~and~~solar ~~800V~~technology ~~architectures,~~based weon ~~recently~~polymers, ~~adjusted~~rather ~~our~~than ~~distribution~~glass, ~~strategy~~on ~~and~~the ~~increased~~large ~~our~~flat ~~focus~~surfaces on ~~high~~the ~~voltage~~top ~~solar~~or ~~solutions~~sides of vehicles, which are especially abundant in ~~particular~~commercial ~~for~~vehicles. ~~OEM~~The ~~applications~~solar modules can easily be mounted on vehicles during series production processes or even after they have been fully built. ByThe ~~prioritizing~~application ~~OEM~~of ~~collaborations~~these semi-flexible, welight-weight ~~aim~~modules toon ~~make~~the ~~solar~~exterior ~~integration~~of avehicles ~~factory-installed~~has ~~feature~~little influence on the substructure, ~~offering~~design or homologation and type approval processes, which eases an integration of the solar technology. In fiscal year 2025 we focused on multiple use cases for our ViPV products and offer a ~~scalable~~range of solar integration solutions, ~~high-efficiency~~including ~~solution~~our Solar Bus Kit and our solar kits for ~~refrigerated~~trucks, ~~trailers~~vans, ~~electric~~RVs, ~~buses~~refrigeration trailers and other ~~use cases~~applications.

7 5

~~Principal~~A ~~Products~~ViPV approach involves the integration of specific types of semi-flexible solar modules into the vehicle. The relevant solution is developed and ~~Services~~tested based on the needs of the specific customer, taking into account the expected lifetime of the vehicle, weight and cost specifications, installation times and synergies between solutions for different vehicle types. We have installed ViPV solutions on prototypes for multiple customers, including, among others, VBR Verkehrsbetriebe und Servicegesellschaft mbH, Scania CV AB, Koegel Trailer GmbH, Jean CHEREAU S.A.S, Hofbus GmbH and Stadtwerke Muenchen GmbH. Over time, we have improved our technologies significantly, for example, by reducing system costs, improving installation methods, shortening installation times and eliminating software bugs and telematics issues to increase system uptimes. In addition, we have gained a broad range of experience by working with various customers on ViPV applications for a variety of commercial vehicle types, including trailers, diesel buses, hybrid buses, electric buses and electric vans. Continuous technical and cost improvements are being implemented through our technology and operations departments to enable attractive business cases for customers at high volumes.

~~Our~~Solar ~~product~~Charge ~~portfolio~~Controller ~~consists of solar integration solutions for commercial vehicles, leveraging our proprietary solar charge controller technology or~~ (MCU~~. Our offerings are designed to be as standardized as possible yet customizable to meet specific customer needs. We categorize our solutions into four key areas:~~)

~~Complete~~The ~~Solar~~integration ~~Solutions~~of solar modules into energy systems for transport-related use cases requires solar charge controllers that fit the vehicle E/E (electrical/electronic) architecture with its powertrain and auxiliary systems. Our solar charge controller, or MCU, is the central piece of our power electronics. Our MCU is a multichannel, dynamic system that is both conversion and tracking efficient. Our power electronics optimize the power output through the use of intelligent algorithms and energy earnings for solar modules mounted on, or integrated into, moving objects by a multichannel approach that considers quickly-changing sun radiation conditions and differently-oriented solar modules. Our MCU and algorithms allow for fast adaptation to changing sun conditions, resulting in high energy yields. Our multi-channel architecture allows for individual tracking of differently-oriented solar panels. We test and certify our technology according to automotive standards and specific use cases. For example, our MCU has achieved ECE R-10 certification and therefore complies with regulatory requirements for electromagnetic compatibility. Our MCU is able to communicate with controlled area networks (CAN), a standard communication protocol in the automotive industry that enables intelligent integrations in the vehicle architectures to perform clever tasks like preconditioning (heating/air-conditioning) a bus when a surplus of solar power is given. In addition, multiple MCUs can be connected to work with systems with higher power, such as eBuses and trailers.

We ~~provide~~have ~~fully~~focused ~~integrated~~on ~~solar~~two ~~systems~~variants ~~tailored~~of ~~for~~our ~~refrigerated vehicles, buses, electric vans and other commercial vehicles. These solutions include~~MCU:

● ~~Solar~~High ~~Panels~~Voltage System: ~~capturing~~The ~~solar~~high ~~energy~~voltage system was originally developed and ~~converting~~tested itin ~~into~~our ~~electricity~~Sion pre-series vehicles. While the Sion architecture was designed to operate at 400V, the high voltage system has been further developed to also comply with 800V architectures. 400V and 800V architectures currently dominate the electric vehicle (“BEV”) and high voltage battery market. Our high voltage MCU can be used for electric vehicles, including buses, vans, trucks and passenger vehicles, or electrified reefer trailers. Pre-series versions of the high voltage MCU have been and are expected to be installed and tested in vans, reefers and passenger cars of OEMs.

● ~~Solar~~Low ~~Charge~~Voltage ~~Controllers~~System: Our low voltage system is designed to be integrated in all architectures operating at 24V-48V, which is the standard for commercial vehicles such as buses and trucks. Generated solar power will be provided directly to the 24V (~~MCUs~~or 48V): ~~available~~battery and 24V (or 48V) system to power auxiliary units like ventilation and air conditioning. By doing so, energy consumption will be reduced. The MCU is designed with eight input channels to improve efficiency in ~~high~~dynamic shading conditions. In addition, the multi-~~voltage~~channel ~~and~~architecture ensures that vehicles stay below 60V DC to comply with low- voltage ~~variants~~directives allowing, ~~optimizing~~for ~~energy~~example, ~~conversion~~an ~~and~~easy integration ~~into~~in a vehicle’s ~~electrical~~architecture ~~systems~~and retrofitting.

●Following ~~Telematics~~the ~~and~~further ~~Dashboard~~development ~~Services:~~of ~~providing~~our ~~real-time~~high ~~performance~~voltage ~~insights~~MCU to support both 400V and 800V architectures, ~~including~~we recently adjusted our distribution strategy and increased our focus on high voltage solar ~~yield~~solutions, ~~system~~in ~~diagnostics~~particular ~~and~~for ~~energy~~OEM ~~consumption~~applications, ~~data~~with a goal to make solar integration a factory-installed feature, ~~accessible~~offering ~~through~~a anscalable, ~~online~~high-efficiency ~~dashboard~~solution orfor ~~directly~~refrigerated ~~integrated~~trailers, ~~into~~electric ~~the~~buses ~~vehicle’s~~and ~~architecture~~other use cases.

~~● Electrical Interfaces and Custom Integration Concepts: ensuring seamless plug-and-play integration with commercial vehicle architectures.~~6

~~While~~Principal ~~our~~Products ~~primary focus is on refrigerated vehicles, buses~~ and ~~electric vans (including campers), our engineering expertise enables us to develop customized solutions for any commercial vehicle type upon request.~~Services

~~Solar~~Our ~~Charge~~product ~~Controllers~~portfolio consists of solar integration solutions for commercial vehicles, leveraging our proprietary solar charge controller technology or MCU. Our offerings are designed to be as standardized as possible yet customizable to meet specific customer needs. We categorize our solutions into four key areas:

~~Our~~Complete ~~portfolio~~Solar ofSolutions ~~solar charge controllers is available as a standalone offering, allowing fleet operators and OEMs to integrate solar energy management into existing vehicle platforms. This portfolio includes:~~

●We ~~High-voltage~~provide ~~MCUs:~~fully ~~designed~~integrated ~~for~~solar ~~BEVs,~~systems ~~hybrid~~tailored ~~systems~~for ~~and~~refrigerated ~~refrigeration~~vehicles, ~~units~~buses, ~~supporting~~electric ~~400V~~vans and ~~800V~~other ~~architectures~~commercial vehicles. These solutions include:

● ~~Low-voltage~~Solar ~~MCUs~~Panels: ~~optimized~~capturing ~~for~~solar ~~24V~~energy ~~commercial vehicles such as buses, trucks~~ and ~~vans,~~converting ~~directly~~it ~~powering~~into ~~auxiliary systems like HVAC and refrigeration~~electricity.

● Solar ~~Modules~~Charge Controllers (MCUs): available in high-voltage and low-voltage variants, optimizing energy conversion and integration into vehicle electrical systems.

We● ~~offer~~Telematics ~~our~~and ~~solar~~Dashboard ~~modules~~Services: toproviding ~~our customers as stand~~real-~~alone~~time ~~products~~performance insights, ~~through~~including ~~third-party~~solar ~~purchases and~~yield, ~~potentially,~~system ~~through~~diagnostics ~~co-marketing~~and ~~partnerships.~~energy ~~While~~consumption ~~complete solar solutions are our primary focus~~data, weaccessible ~~recognize~~through ~~that~~an ~~certain~~online ~~fleet~~dashboard ~~operators~~or ~~may~~directly ~~seek~~integrated ~~individual~~into ~~solar~~the ~~module~~vehicle’s ~~components for their existing systems~~architecture.

~~Data~~● ~~Services~~Electrical Interfaces and ~~Engineering~~Custom ~~Services~~Integration Concepts: ensuring seamless plug-and-play integration with commercial vehicle architectures.

~~Beyond~~While ~~hardware,~~our weprimary ~~provide~~focus ~~advanced~~is ~~data~~on ~~solutions~~refrigerated vehicles, buses and ~~engineering~~electric ~~services~~vans (including campers), ~~enabling~~our ~~seamless~~engineering ~~OEM~~expertise ~~adoption~~enables ofus ~~solar~~to ~~technology.~~develop ~~These~~customized ~~include:~~solutions for any commercial vehicle type upon request.

●Solar ~~Data~~Charge ~~Service~~Controllers ~~and Dashboard Integration: our telematics and software solutions help optimize solar performance, monitor energy savings and integrate with fleet management systems.~~

8 Our portfolio of solar charge controllers is available as a standalone offering, allowing fleet operators and OEMs to integrate solar energy management into existing vehicle platforms. This portfolio includes:

● ~~Electrical~~High-voltage ~~Interface~~MCUs: ~~Creation,~~designed ~~Testing~~for ~~and~~BEVs, ~~Validation:~~hybrid ~~supporting~~systems ~~OEMs~~and inrefrigeration ~~system integration~~units, ~~compliance~~supporting ~~testing~~400V and ~~solar-electric~~800V ~~interface optimization~~architectures.

● ~~Custom~~Low-voltage ~~Engineering Services~~MCUs: ~~conducting~~optimized ~~technical~~for ~~feasibility~~24V ~~studies,~~commercial ~~custom~~vehicles ~~MCU~~such as buses, trucks and ~~solar~~vans, ~~panel~~directly ~~design~~powering ~~and~~auxiliary ~~pilot~~systems ~~installations~~like ~~for~~HVAC ~~OEM~~and ~~partners~~refrigeration.

BySolar ~~combining our hardware expertise with engineering services, we enable seamless OEM adoption of solar technology, making solar-powered commercial transport a scalable reality.~~Modules

~~Market~~We ~~Opportunity~~offer our solar modules to our customers as stand-alone products, through third-party purchases and, potentially, through co-marketing partnerships. While complete solar solutions are our primary focus, we recognize that certain fleet operators may seek individual solar module components for their existing systems.

~~For~~Data ~~the~~Services ~~solar application market, we believe that our solar technology is a solution to making combustion engine vehicles~~ and ~~BEVs~~Engineering more energy efficient. By integrating our solar technology, fleet operators can reduce energy consumption in a variety of commercial vehicles including, among others, buses, trailers, trucks, vans and refrigeration vehicles, and thereby significantly reduce the total cost of ownership.Services

InBeyond ~~addition~~hardware, ~~sustainability~~we ~~goals~~provide ~~continue~~advanced todata ~~drive~~solutions ~~environmental regulations requiring vehicle manufacturers to meet increasingly stringent regulatory targets. For example, more~~ and ~~more~~engineering ~~municipalities have announced that they intend to set stringent emission targets for vehicles driving in their municipal area. Further~~services, anenabling ~~increase~~seamless inOEM ~~the~~adoption ~~number~~ of ~~BEVs~~solar ~~may~~technology. ~~result~~These ~~in grid overload and destabilization.~~include:

~~The~~● ~~push~~Data ~~for~~Service ~~fleet~~and ~~electrification~~Dashboard ~~has~~Integration: ~~also~~our ~~increased~~telematics ~~demand~~and ~~for~~software ~~energy-efficient~~ solutions ~~that~~help ~~extend~~optimize ~~range,~~solar ~~improve operational efficiency and reduce reliance on charging infrastructure. Solar integration directly addresses these challenges by providing a supplementary~~performance, ~~renewable~~monitor energy ~~source,~~savings ~~reducing grid dependency for commercial vehicles operating in urban~~ and ~~remote~~integrate ~~areas.~~with Infleet ~~parallel,~~management ~~we anticipate an increase in demand for sustainable energy solutions, driven by elevated energy prices and carbon taxation policies~~systems.

~~Other~~● ~~users,~~Electrical ~~such~~Interface ~~as building owners~~Creation, ~~already~~Testing ~~experience the power~~ and ~~benefits~~Validation: ofsupporting ~~solar~~OEMs ~~integration~~ in ~~reducing~~system energy consumption and, accordingly, total cost of ownership. As more means of transportation, including ships, trucks, vans and buses, switch over to electric engines in the coming years, the benefit of solar integration ~~will~~, wecompliance ~~believe,~~testing ~~become increasingly clear~~ and ~~important to market participants. Additionally, the commercial transport sector is experiencing growing regulatory pressure to meet net-zero emission targets, making~~ solar energy an attractive, scalable complement to traditional vehicles and BEVs. In addition to using our technology for solar retrofitting, we also believe that solar integration will become an increasingly adopted feature in next-~~generation~~ electric ~~vehicles,~~interface ~~particularly in the commercial and fleet sectors~~optimization.

~~Solar~~● ~~production~~Custom ~~prices~~Engineering ~~declined~~Services: ~~relatively~~conducting ~~consistently~~technical ~~over~~feasibility ~~the last ten years~~studies, ~~with~~custom ~~some~~MCU ~~marginal~~and ~~increases since the beginning of 2020 resulting partly from supply chain issues in connection with the global COVID-19 pandemic. The current advancements in~~ solar ~~manufacturing,~~panel ~~combined~~design ~~with the increasing energy efficiency of solar cells, enable solar integration to have a meaningful impact on energy consumption, range extension~~ and ~~operational~~pilot ~~autonomy~~installations for ~~electric~~OEM ~~vehicles~~partners. Additionally, the rapid expansion of electric vehicle sales and the comparatively slower increase in charging stations is expected to create a bottleneck for the adoption of electric fleets on a larger scale. We believe that, within the next few years, fleet operators and individual consumers in regions with limited charging infrastructure will be hesitant to adopt BEVs due to uncertainty as to whether they will be able to reliably access charging options.

In this context, solar-equipped commercial vehicles serve as a bridge between the traditional diesel-powered fleets of today and what we believe will be the fully electric future of tomorrow. While charging infrastructure continues to lag behind electric vehicle adoption rates, solar technology provides an immediate solution to reduce emissions and diesel consumption. By integrating solar into commercial transport, operators can achieve meaningful fuel savings and emissions reductions today, while preparing for the long-term transition to full electrification. This makes solar an enabler of cleaner mobility even before widespread charging networks become fully operational.7

9 By combining our hardware expertise with engineering services, we enable seamless OEM adoption of solar technology, making solar-powered commercial transport a scalable reality.

~~Solar-equipped~~Market vehicles thus offer a compelling solution, reducing reliance on public charging infrastructure and enabling extended off-grid operation, particularly for last-mile delivery, logistics and public transportation applications.Opportunity

~~Research~~For the solar application market, we believe that our solar technology is a solution to making combustion engine vehicles and ~~Development~~BEVs more energy efficient. By integrating our solar technology, fleet operators can reduce energy consumption in a variety of commercial vehicles including, among others, buses, trailers, trucks, vans and refrigeration vehicles, and thereby significantly reduce the total cost of ownership.

WeIn ~~believe~~addition, ~~that~~sustainability ~~keeping~~goals ~~pace~~continue ~~with~~to ~~advances~~drive ~~and~~environmental ~~changes~~regulations inrequiring ~~electric~~ vehicle ~~technology~~manufacturers isto meet increasingly stringent regulatory targets. For example, more and ~~will~~more bemunicipalities ~~crucial~~have announced that they intend to ~~our~~set ~~success~~stringent emission targets for vehicles driving in their municipal area. Further, an increase in the number of BEVs may result in grid overload and destabilization.

~~Our~~The ~~development~~push ~~strategy~~for ~~focuses~~fleet onelectrification ~~developing~~has ~~our~~also ~~key~~increased ~~technologies~~demand ~~and~~for ~~innovations in~~energy-~~house,~~efficient ~~where~~solutions wethat ~~benefit~~extend ~~from~~range, ~~the~~improve ~~expertise~~operational ofefficiency ~~our highly-qualified development team. This allows us to ensure that the key technologies~~ and ~~innovations~~reduce ~~reflect~~reliance ~~our~~on ~~core~~charging ~~values~~infrastructure. ~~and~~Solar ~~vision~~integration ofdirectly ~~sustainable~~addresses ~~and~~these ~~affordable~~challenges ~~electric~~by ~~mobility.~~providing Wea ~~cooperate~~supplementary, orrenewable ~~intend~~energy ~~to cooperate~~source, ~~with~~reducing ~~renowned~~grid ~~research~~dependency ~~institutions~~for tocommercial ~~combine~~vehicles ~~our~~operating ~~expertise~~ in ~~selected~~urban and remote areas. ~~For~~In ~~example~~parallel, we ~~are~~anticipate ~~continuing~~an ~~our~~increase ~~participation~~ in ~~public~~demand ~~funding~~for ~~projects~~sustainable ~~and~~energy ~~collaborations~~solutions, ~~with~~driven ~~renowned~~by ~~research~~elevated ~~institutes~~energy ~~like~~prices ~~Fraunhofer~~ and ~~Tecnalia~~carbon taxation policies.

~~Manufacturing~~Other users, such as building owners, already experience the power and ~~Supply~~benefits ~~Chain~~of solar integration in reducing energy consumption and, accordingly, total cost of ownership. As more means of transportation, including ships, trucks, vans and buses, switch over to electric engines in the coming years, the benefit of solar integration will, we believe, become increasingly clear and important to market participants. Additionally, the commercial transport sector is experiencing growing regulatory pressure to meet net-zero emission targets, making solar energy an attractive, scalable complement to traditional vehicles and BEVs. In addition to using our technology for solar retrofitting, we also believe that solar integration will become an increasingly adopted feature in next-generation electric vehicles, particularly in the commercial and fleet sectors.

WeSolar ~~employ~~production aprices ~~lean~~declined ~~and~~relatively ~~capital~~consistently over the last ten years, with some marginal increases since the beginning of 2020 resulting partly from supply chain issues in connection with the global COVID-~~efficient~~19 ~~approach~~pandemic. toThe current advancements in solar manufacturing, ~~leveraging~~combined ~~strategic~~with ~~supplier~~the ~~partnerships~~increasing ~~while~~energy ~~maintaining~~efficiency ~~full~~of ~~control~~solar ~~over~~cells, ~~design~~enable solar integration to have a meaningful impact on energy consumption, ~~development~~range extension and ~~intellectual~~operational ~~property~~autonomy for electric vehicles. ~~This~~Additionally, ~~model~~the ~~allows~~rapid usexpansion of electric vehicle sales and the comparatively slower increase in charging stations is expected to ~~optimize~~create ~~both~~a ~~costs~~bottleneck for the adoption of electric fleets on a larger scale. We believe that, within the next few years, fleet operators and ~~performance~~individual ~~while~~consumers ~~ensuring~~in ~~scalability~~regions with limited charging infrastructure will be hesitant to ~~meet~~adopt ~~increasing~~BEVs ~~market~~due ~~demand~~to uncertainty as to whether they will be able to reliably access charging options.

~~Solar~~In ~~Module~~this context, solar-equipped commercial vehicles serve as a bridge between the traditional diesel-powered fleets of today and ~~Component~~what ~~Manufacturing~~we believe will be the fully electric future of tomorrow. While charging infrastructure continues to lag behind electric vehicle adoption rates, solar technology provides an immediate solution to reduce emissions and diesel consumption. By integrating solar into commercial transport, operators can achieve meaningful fuel savings and emissions reductions today, while preparing for the long-term transition to full electrification. This makes solar an enabler of cleaner mobility even before widespread charging networks become fully operational.

The semi-flexible solar modules used in our solar kits are supplied by selected vendors and partners that work closely with us throughout the development and production process to meet our technical and durability requirements.8

10 Solar-equipped vehicles thus offer a compelling solution, reducing reliance on public charging infrastructure and enabling extended off-grid operation, particularly for last-mile delivery, logistics and public transportation applications.

~~MCU~~Research ~~Production~~ and ~~Supply Chain~~Development

Our ~~MCU~~development isstrategy ahas focused on developing our key ~~component~~technologies and innovations in-house, where we benefit from the expertise of our ~~energy~~highly-qualified ~~management~~development ~~system~~team. ~~and~~This ishas ~~produced~~allowed ~~externally~~us ~~based~~to onensure that the key technologies and innovations reflect our ~~proprietary~~core ~~design~~values and ~~specifications~~vision of sustainable and affordable electric mobility. We ~~work~~have cooperated with ~~selected~~renowned ~~manufacturing~~research ~~partners~~institutions to ~~ensure~~combine ~~quality~~our ~~and~~expertise ~~scalability~~in ~~while~~selected ~~maintaining~~areas. ~~flexibility~~For example, we have continued our participation in ~~supplier~~public ~~selection~~funding projects and ~~production~~collaborations ~~footprint~~with renowned research institutes like Fraunhofer and Tecnalia.

~~The~~Manufacturing ~~MCU is designed for a streamlined build-to-print manufacturing process, supporting efficient scaling as demand increases. We retain full ownership of the design~~ and ~~core~~Supply ~~intellectual property, allowing us to control quality, maintain differentiation and adapt our production setup as needed.~~Chain

~~Our~~We ~~manufacturing~~have ~~strategy~~employed a islean ~~asset-light~~ and ~~enables~~capital-efficient ~~responsive~~approach ~~scaling~~to ~~without~~manufacturing, ~~the~~leveraging ~~need~~strategic ~~for~~supplier ~~significant~~partnerships ~~upfront~~while ~~capital~~maintaining ~~investment.~~full ~~This~~control ~~flexibility~~over ~~supports~~design, ~~our~~development ~~evolving~~and ~~OEM~~intellectual ~~collaborations~~property. ~~and~~This ~~allows~~model ushas been designed to ~~align~~optimize ~~production~~both ~~with~~costs ~~market~~and ~~developments~~performance while ~~maintaining~~ensuring ~~cost~~scalability ~~efficiency~~to ~~and~~meet ~~quality~~increasing atmarket ~~the core~~demand.

~~Regulatory~~Solar ~~Environment~~Module and Component Manufacturing

~~Overview~~The semi-flexible solar modules used in our solar kits are supplied by selected vendors and partners that work closely with us throughout the development and production process to meet our technical and durability requirements.

Our industry and business operations are subject to various laws, rules and regulations at international, national, state and municipal levels, which may affect, directly or indirectly, our operations or our industry. Also taking into account the fact that we expect our prospective customers to be primarily fleet operators and automotive suppliers or manufacturers, such laws, rules and regulations include laws on vehicle approval and homologation, laws on vehicle road safety, environmental laws, laws on vehicle emissions and renewable energies, consumer protection laws, product warranty and product liability laws, intellectual property and copyright laws, labor and employment protection laws, export control regulations, trade and economic sanctions and embargoes on certain countries, persons, groups and/or entities, projects and/or activities, competition and antitrust laws, tax laws and criminal laws (e.g. anti-money laundering and anti-corruption laws). Within the EU, the legal environment is also characterized by a set of political initiatives and legal frameworks under the so-called European green deal, which seeks to serve the overarching goal of eliminating greenhouse gas emissions and reaching climate neutrality by 2050. These initiatives and legal frameworks have had and will continue to have a significant influence on our industry and business operations, as well as on the overall adoption rate of electric mobility within the EU.9

AnMCU ~~overview~~Production ~~of the laws, rules~~ and ~~regulations~~Supply that are or are expected to be most relevant for our business operations or industry, broken down by general category of regulation, is provided below. Any reference in this section to any legislation or regulation is deemed to refer to such legislation or regulation as amended, supplemented or otherwise modified, and all further rules and regulations promulgated thereunder, unless the context requires otherwise.Chain

~~Vehicle~~Our ~~Approval/Road~~MCU ~~Safety~~is a key component of our energy management system and is produced externally based on our proprietary design and specifications. We work with selected manufacturing partners to ensure quality and scalability while maintaining flexibility in supplier selection and production footprint.

~~Depending~~The onMCU ~~the~~is ~~exact~~designed ~~use~~for ofa ~~our~~streamlined ~~products and solutions by prospective customers, which we expect~~ build-to-print ~~consist~~manufacturing ~~primarily of fleet operators and automotive suppliers and/or manufacturers~~process, ~~our~~supporting ~~solar~~efficient ~~modules~~scaling ~~and~~as ~~other~~demand ~~solar~~increases. ~~technology~~We ~~solutions~~retain ~~may~~full beownership ~~covered~~of ~~by compliance requirements applicable to these customer groups under product-related regulatory frameworks and approval by~~ the ~~relevant~~design ~~government authorities. Vehicles~~ and ~~vehicle~~core ~~components~~intellectual ~~are~~property, ~~required~~allowing us to ~~comply~~control ~~with substantial licensing~~quality, ~~certification,~~maintain ~~approval, permit~~ differentiation and ~~other~~adapt ~~homologation~~our ~~requirements~~production insetup ~~all relevant markets in which they operate,~~ as ~~well as numerous and continually increasing technical product requirements~~needed.

~~General~~Our ~~Product~~manufacturing ~~Safety~~strategy ~~Liability~~is asset-light and enables responsive scaling without the need for significant upfront capital investment. This flexibility supports our evolving OEM collaborations and allows us to align production with market developments while maintaining cost efficiency and quality at the core.

~~Our~~Competitive ~~solar modules and other solar technology solutions will also have to comply with product-specific or general, non-specific product safety and product liability legislation and associated regulations.~~Landscape

~~The~~While ~~EU has passed a directive on general product safety that applies in~~ the ~~absence~~market offor ~~specific~~solar ~~provisions~~technology ~~among~~solutions ~~the~~for EUall ~~regulations~~kinds ~~governing the safety~~ of ~~the~~stationary ~~products~~applications ~~concerned or if legislation applicable to the sector~~ is ~~insufficient.~~highly ~~Under this directive~~competitive, ~~manufacturers~~the ~~and~~competitive ~~distributors~~landscape ~~may~~for ~~only~~vehicle-integrated ~~market~~solar ~~products~~solutions ~~that~~remains ~~comply~~relatively ~~with a general requirement of consumer safety~~niche. ~~Taking~~Based ~~into~~on ~~account certain points specified in the directive,~~ a ~~product~~survey isconducted ~~considered~~by toour bebusiness ~~safe~~intelligence ifteam, ~~under~~we ~~normal~~have oridentified ~~reasonably~~a ~~foreseeable~~few ~~conditions~~competitors ofparticularly ~~use,~~relevant itto ~~does not present any risk or only the minimum risks compatible with the product’s use~~us, ~~considered~~including toKRSolar beB.V. ~~acceptable and consistent with~~ (d/b/a ~~high~~wattlab), ~~level~~Im ofEfficiency ~~protection for the safety and health of persons~~B.V., InGreen ~~addition~~Energy ~~to compliance with the safety requirement~~Solutions, ~~manufacturers~~OPES and ~~distributors~~TRAILAR, ~~must provide consumers~~ with ~~the~~regards ~~information necessary~~ to ~~assess~~retrofit asolutions ~~product’s~~like ~~inherent~~our ~~risks~~solar ~~and take the measures necessary to avoid such threats (for example~~kits, ~~withdraw~~and ~~products~~SolarEdge ~~from~~E-Mobility ~~the market, inform consumers~~ and ~~recall~~Victron ~~products)~~Energy B.V., ~~Strict~~with ~~liability~~regards ~~applies for defective products throughout the EU in addition~~ to ~~any~~our ~~consumer~~solar ~~protections~~power atelectronics, ~~the~~or ~~national level~~MCU.

11 We believe that the following factors differentiate us and our products from these competitors:

In● ~~Germany,~~The ~~the~~high EUefficiency ~~requirements~~of ~~have~~our ~~been~~solar ~~implemented~~integration ~~via~~products, ~~the~~which ~~Product~~results ~~Safety~~from ~~Act~~our ~~(Produktsicherheitsgesetz)~~in-house developed solar charge converter, or MCU and ~~the~~our ~~Product~~reliance ~~Liability~~on ~~Act~~advanced ~~(Produkthaftungsgesetz),~~cell ~~which~~technology ~~are~~that ~~accompanied~~provides byhigh ~~more~~energy ~~general~~density ~~provisions~~at ~~under~~a ~~tort~~competitive ~~laws~~cost, ~~codified~~allowing inour ~~the~~systems ~~German~~to ~~Civil~~maximize ~~Code~~solar §yield ~~823~~relative ~~(Bürgerliches~~to ~~Gesetzbuch).~~installed power;

~~Vehicle~~● ~~Emissions~~The flexibility of our product portfolio, which spans both high-voltage and ~~Regulatory~~low-voltage ~~Incentives~~applications, making our technology adaptable for OEM integration. Unlike many competitors focused solely on low-voltage or aftermarket solutions, we offer scalable solar integration for a broader range of commercial vehicles;

● The ~~protection~~convenience ~~of air quality~~ and ~~reduction~~safety of ~~greenhouse~~our ~~gas~~solar ~~emissions~~integration isproduct, awhich ~~priority~~result infrom ~~the~~a EUstandardized, ~~and~~low-effort ~~vehicle manufacturers relying on internal combustion engines must comply with increasingly stringent standards on vehicle emissions. The current environment of the EU and~~ regulatory ~~initiatives~~approval ~~strongly~~process ~~support the development, production~~ and ~~sale~~a ofmodular ~~alternative fuel vehicles~~ and ~~their~~scalable ~~overall~~system market adoption. In line with the international climate agreement signed at the 2015 United Nations Framework Convention on Climate Change in Paris by nearly 200 nations (commonly referred to as the “Paris Agreement”)design, which ~~became~~can ~~effective~~be inefficiently ~~November~~rolled ~~2016~~out ~~and consists of two elements (a commitment by each participating country~~ to ~~set~~every aworkshop ~~voluntary emissions reduction target (referred to as “nationally determined contributions”~~ or ~~“NDCs”),~~production facilities with aour ~~review~~installation oftraining ~~the~~support; ~~NDCs that could lead to updates~~ and enhancements every five years beginning in 2023, and a transparency commitment requiring participating countries to disclose their progress), as well as based on emission legislation, the EU is taking a progressive stance in reducing carbon dioxide emissions, thereby deliberately driving increasing demand for electric vehicles.

~~Furthermore,~~● ~~the~~Our EUstrategic ~~has~~focus ~~implemented~~on ~~mandatory~~OEM ~~CO2~~collaborations ~~emissions~~further ~~targets.~~differentiates ~~At present~~us, all car manufacturers must meet a fleet-wide average emission target of 95g CO2/km for their new passenger vehicles that are registered in the EU. Light commercial vehicles are subject to an EU fleet-wide target of 147g CO2/KM for average emissions. Car manufacturers are given additional incentives to produce zero- or low-emission cars emitting less than 50g CO2/km through a fleet-wide credits system. The regulation also provides for fleet-wide average CO2/km emissions targets for the years 2025, 2030 and 2035, which are defined as awe ~~percentage~~work ~~reduction~~directly from the current applicable values: cars are subject to fleet-wide CO2 reductions of 15% in 2025, 55% in 2030 and 100% in 2035, while vans are subject to fleet-wide reductions of 15% in 2025, 50% in 2030 and 100% in 2035. The regulation also allows for pooling arrangements among several manufacturers of passenger cars or vans, based on which these manufacturers will be treated as a single “pool” and their compliance with ~~emission~~vehicle ~~limits will be assessed on an aggregated basis at the pool level. Car~~ manufacturers ~~are subject~~ to ~~penalty~~integrate ~~payments~~solar iftechnology ainto ~~car~~their ~~manufacturer’s~~production ~~fleet-wide~~lines, ~~average~~rather ~~emission~~than ofsolely ~~CO2/km~~relying ~~exceeds the defined target values in a given year. The monetary penalty is calculated based~~ on aaftermarket ~~predetermined euro amount (currently €95) for each gram of CO2/km that exceeds the relevant target value multiplied by the number of vehicles produced by the car manufacturer~~installations.

~~The~~Regulatory ~~adoption~~Environment for ofOur ~~electric~~Legacy ~~mobility~~Solar ~~is further promoted on the national level within the EU. The vast majority of member states of the EU provide purchase grants, tax benefits or other incentive schemes to buyers of electric vehicles.~~Operations

~~Renewable Energy Requirements~~Overview

~~The~~Our ~~laws~~industry and ~~regulations~~business ~~within~~operations ~~the~~are EUsubject ~~and~~to various ~~other~~laws, ~~jurisdictions~~rules ~~impose~~and ~~energy~~regulations ~~source~~at ~~requirements~~international, ~~for~~national, ~~the~~state ~~transportation~~and ~~sector~~municipal levels, which ~~also~~may ~~aim~~affect, todirectly ~~reduce~~or ~~the~~indirectly, ~~emission~~our ofoperations ~~greenhouse gases and promote the adoption of alternative fuel~~ or ~~electric~~our ~~vehicles~~industry. AAlso ~~directive~~taking ~~adopted~~into inaccount ~~2018,~~the ~~and~~fact ~~amended~~that inour ~~2023,~~customers ~~establishes~~have aprimarily ~~common~~been ~~system~~fleet ~~for~~operators ~~the~~and ~~promotion~~automotive ofsuppliers ~~energy~~or ~~from~~manufacturers, ~~renewable sources (~~such ~~as wind~~laws, ~~solar~~rules ~~(both solar thermal~~ and ~~solar~~regulations ~~solar)~~include ~~and~~laws ~~geothermal~~on ~~energy,~~vehicle ~~tide,~~approval ~~wave~~ and ~~other ocean energy~~homologation, ~~hydropower~~laws oron ~~biomass)~~vehicle inroad ~~electricity~~safety, ~~heating~~environmental ~~and~~laws, ~~cooling~~laws ~~and~~on ~~transport~~vehicle emissions and ~~provides a framework for the promotion of the use of~~ renewable ~~energy~~energies, ~~sources~~consumer inprotection ~~the~~laws, EUproduct ~~until~~warranty ~~2030.~~and ~~The~~product ~~directive~~liability ~~defines~~laws, aintellectual ~~binding~~property ~~overall~~and ~~target~~copyright oflaws, atlabor ~~least~~and ~~42.5%~~employment ofprotection ~~energy~~laws, ~~from~~export ~~renewable~~control ~~sources~~regulations, ~~for~~trade ~~the EU’s gross final energy consumption by 2030 (calculated as the sum of the member states’ gross final consumption of electricity~~ and ~~energy~~economic insanctions ~~various sectors)~~ and ~~promotes~~embargoes ~~the~~on ~~use~~certain ofcountries, ~~renewable energy in transport~~persons, ~~particularly~~groups ~~prioritizing~~and/or ~~electricity~~entities, ~~with~~projects ~~a target of at least 29% renewables in the final energy consumption mix by 2030~~ and/or aactivities, ~~greenhouse~~competition ~~gas~~and ~~intensity~~antitrust ~~reduction~~laws, oftax atlaws ~~least~~and ~~14.5%~~criminal bylaws ~~2030~~(e.g. ~~The~~anti-money ~~directive~~laundering ~~envisages~~and ~~electric~~anti-corruption ~~mobility~~laws). toWithin ~~constitute~~the aEU, ~~substantial part of~~ the ~~renewable~~legal ~~energy~~environment ~~mix~~is inalso ~~the~~characterized ~~transport sector~~ by ~~the year 2030 and is~~ a ~~cornerstone~~set ~~for~~of ~~the~~political ~~adoption~~initiatives and ~~integration~~legal offrameworks ~~electric~~under ~~mobility within~~ the ~~EU,~~so-called asEuropean itgreen ~~also~~deal, ~~supports~~which ~~incentive~~seeks ~~schemes~~to ~~for~~serve the ~~swift~~overarching ~~development~~goal of ~~electric~~eliminating ~~mobility~~greenhouse ~~with~~gas ~~respect~~emissions toand ~~the~~reaching ~~sector’s~~climate ~~growth~~neutrality ~~potential~~by ~~and~~2050. ~~role~~These ~~for~~initiatives ~~the~~and EUlegal ~~employment~~frameworks ~~market.~~have Inhad ~~addition,~~and ~~the~~will ~~directive~~continue ~~seeks~~ to ~~boost~~have ~~the~~a ~~use~~significant ofinfluence ~~renewable~~on ~~electricity~~our inindustry ~~the~~and ~~transport~~business ~~sector~~operations, byas ~~applying~~well ~~augmented~~as ~~multipliers~~on in the ~~context~~overall ofadoption ~~the~~rate ~~calculation~~ of ~~the~~electric ~~relevant~~mobility ~~energy~~within ~~mix under~~ the ~~directive~~EU.

12 An overview of the laws, rules and regulations that are or are expected to be most relevant for our business operations or industry, broken down by general category of regulation, is provided below. Any reference in this section to any legislation or regulation is deemed to refer to such legislation or regulation as amended, supplemented or otherwise modified, and all further rules and regulations promulgated thereunder, unless the context requires otherwise.

~~Industrial~~Vehicle ~~Environmental~~Approval/Road ~~Control~~Safety

~~All~~Depending ~~member~~on ~~states~~the exact use of ~~the~~our EUproducts ~~control~~and ~~the~~solutions ~~manufacture~~by customers, ~~use~~our solar modules and ~~disposal~~other ofsolar ~~pollutants~~technology solutions may be covered by ~~means~~compliance ofrequirements ~~regulations~~applicable onto ~~air~~these ~~pollutants,~~customer ~~chemicals,~~groups ~~heavy~~such ~~metals,~~as ~~persistent~~fleet ~~organic~~operators ~~pollutants,~~and ~~soil~~automotive ~~contamination~~suppliers and/or ~~biocides~~manufacturers under product-related regulatory frameworks and approval by the relevant government authorities. ~~The~~Vehicles ~~operations~~and ofvehicle ~~manufacturers~~components are required to comply with substantial licensing, ~~particularly~~certification, ~~production~~approval, ~~logistics~~permit and ~~transport~~other ~~processes~~homologation requirements in all relevant markets in which they operate, as well as ~~end~~numerous ~~products,~~and ~~must~~continually ~~comply~~increasing ~~with~~technical ~~these~~product ~~regulations~~requirements.

~~The~~General ~~most~~Product ~~relevant~~Safety legal frameworks are the Regulation for Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) and the Regulation on Classification, Labeling and Packaging of Substances and Mixtures (“CLP”). REACH requires manufacturers and importers of chemicals to identify and manage risks linked to the substances they manufacture and market. Companies need to register substances placed on the market in the EU in quantities of one tonne or more a year, and the type of information required for registration will depend on the amount manufactured or imported in the EU. There are information sharing obligations for different actors in the supply chain to ensure proper application and use of such substances. In addition, substances which are considered hazardous could be subject to authorization or restrictions in the future, any of which may delay or increase the costs of operations if there is a need to obtain authorization or find an alternative substance. CLP complements REACH by requiring suppliers of substances and mixtures, including manufacturers, downstream users and distributors, to apply harmonized criteria to their classification and labeling.Liability

~~Substance~~Our ~~restrictions~~solar ~~under~~modules ~~REACH~~and inother ~~some~~solar ~~cases~~technology ~~prohibit~~solutions ~~the~~will ~~marketing~~also inhave ~~the EU of articles containing certain substances. This is particularly relevant in relation~~ to ~~spare~~comply ~~parts~~with ~~for~~product-specific ~~products~~or general, ~~which~~non-specific ~~were~~product ~~designed~~safety ~~before a relevant restriction was adopted~~ and ~~which~~product ~~are~~liability nolegislation ~~longer in mass production (“legacy parts”). Similar problems may arise if a substance is placed under an authorization requirement under REACH~~ and ~~may,~~associated ~~therefore, not be used for the production of legacy parts without a corresponding authorization~~regulations. ~~REACH does not include general exemptions with regard to legacy parts (so-called “repair as produced” clauses).~~

~~Emissions~~The EU has passed a directive on general product safety that applies in the absence of specific provisions among the EU regulations governing the safety of the products concerned or if legislation applicable to the sector is insufficient. Under this directive, manufacturers and distributors may only market products that comply with a general requirement of consumer safety. Taking into account certain points specified in the directive, a product is considered to be safe if, under normal or reasonably foreseeable conditions of use, it does not present any risk or only the minimum risks compatible with the product’s use, considered to be acceptable and consistent with a high level of protection for the safety and health of persons. In addition to compliance with the safety requirement, manufacturers and distributors must provide consumers with the information necessary to assess a product’s inherent risks and take the measures necessary to avoid such threats (for example, withdraw products from ~~Production~~the market, inform consumers and recall products). Strict liability applies for defective products throughout the EU in addition to any consumer protections at the national level.

Emissions from production, such as air pollutants, noise, odors, vibrations and greenhouse gasses (such as CO2), are governed by specific laws and regulations, and, if the operation of a facility is subject to a permit, by specific conditions set forth therein. Some laws and regulations require the submission of emission reports on a regular basis. Non-compliance with maximum emission levels may result in administrative fines.10

~~International~~In Germany, asthe ~~well~~EU asrequirements ~~European~~have ~~and~~been ~~national~~implemented ~~regulations,~~via ~~may~~the ~~have~~Product ~~repercussions~~Safety onAct ~~the~~(Produktsicherheitsgesetz) ~~operation~~and of the ~~relevant~~Product ~~production~~Liability ~~facilities.~~Act ~~For example~~(Produkthaftungsgesetz), ~~stricter~~which ~~regulation~~are ofaccompanied ~~CO2 emissions could cause manufacturers to incur significant capital expenditures to upgrade production plants~~ by ~~installing~~more orgeneral ~~improving~~provisions ~~technical~~under ~~equipment~~tort tolaws ~~comply~~codified ~~with maximum emission levels that may become applicable~~ in the ~~future,~~German ~~which~~Civil ~~may~~Code ~~also~~§ ~~affect~~823 ~~their~~(Bürgerliches ~~ability to sell their products at predetermined price levels~~Gesetzbuch).

~~Emission~~Vehicle ~~trading~~Emissions ~~systems for emissions from industrial production exist on the European~~ and ~~national~~Regulatory level. These systems are based on “cap and trade” principles designed to reduce carbon dioxide emissions by limiting the number of emission allowances (cap) required for certain facilities and allowing the purchase for shortfall or the sale of surplus emission allowances (trade). A new EU Carbon Border Adjustment Mechanism (“CBAM”) is being introduced gradually for imports of certain goods such as steel, iron, electricity and fertilizers seen as at most significant risk of carbon leakage. CBAM will ensure the carbon price of imports is equivalent to the carbon price of domestic production to avoid any undermining of the EU’s climate objectives. Importers of in-scope goods are required, during this transitional period, to submit reports on direct and indirect greenhouse gas emissions; however, overtime the obligations will increase and require “CBAM certificates” to be purchased. It is intended that CBAM will extend to other sectors from 2026. The gradual introduction of CBAM is aligned with the phase-out of the allocation of free allowances under the EU Emissions Trading System (ETS) to support the decarbonization of EU industry.Incentives

13 The protection of air quality and reduction of greenhouse gas emissions is a priority in the EU, and vehicle manufacturers relying on internal combustion engines must comply with increasingly stringent standards on vehicle emissions. The current environment of the EU and regulatory initiatives strongly support the development, production and sale of alternative fuel vehicles and their overall market adoption. In line with the international climate agreement signed at the 2015 United Nations Framework Convention on Climate Change in Paris by nearly 200 nations (commonly referred to as the “Paris Agreement”), which became effective in November 2016 and consists of two elements (a commitment by each participating country to set a voluntary emissions reduction target (referred to as “nationally determined contributions” or “NDCs”), with a review of the NDCs that could lead to updates and enhancements every five years beginning in 2023, and a transparency commitment requiring participating countries to disclose their progress), as well as based on emission legislation, the EU is taking a progressive stance in reducing carbon dioxide emissions, thereby deliberately driving increasing demand for electric vehicles.

~~Reuse~~Furthermore, ~~Recycling~~the EU has implemented mandatory CO2 emissions targets. At present, all car manufacturers must meet a fleet-wide average emission target of 95g CO2/km for their new passenger vehicles that are registered in the EU. Light commercial vehicles are subject to an EU fleet-wide target of 147g CO2/KM for average emissions. Car manufacturers are given additional incentives to produce zero- or low-emission cars emitting less than 50g CO2/km through a fleet-wide credits system. The regulation also provides for fleet-wide average CO2/km emissions targets for the years 2025, 2030 and ~~Recovery~~2035, which are defined as a percentage reduction from the current applicable values: cars are subject to fleet-wide CO2 reductions of 15% in 2025, 55% in 2030 and 100% in 2035, while vans are subject to fleet-wide reductions of 15% in 2025, 50% in 2030 and 100% in 2035. The regulation also allows for pooling arrangements among several manufacturers of passenger cars or vans, based on which these manufacturers will be treated as a single “pool” and their compliance with emission limits will be assessed on an aggregated basis at the pool level. Car manufacturers are subject to penalty payments if a car manufacturer’s fleet-wide average emission of CO2/km exceeds the defined target values in a given year. The monetary penalty is calculated based on a predetermined euro amount (currently €95) for each gram of CO2/km that exceeds the relevant target value multiplied by the number of vehicles produced by the car manufacturer.

~~Manufacturers~~The ~~may~~adoption ~~also~~of beelectric ~~obligated~~mobility tois ~~assist~~further ~~customers~~promoted ~~with~~on the ~~disposal,~~national ~~recovery~~level ~~and~~within ~~recycling~~the ofEU. ~~certain~~The ~~underlying~~vast ~~components~~majority of ~~their~~member ~~products~~states ~~once~~of ~~they~~the ~~have~~EU ~~reached~~provide ~~their~~purchase ~~end-~~grants, tax benefits or other incentive schemes to buyers of~~-life/disposal~~ ~~stage~~electric vehicles.

AnRenewable EUEnergy directive on batteries (the “Batteries Directive”) governs the recovery of batteries within the EU. The Batteries Directive requires manufacturers and distributors of batteries to bear a significant amount of the costs associated with proper collection and disposal of end-of-life batteries.Requirements

The ~~new~~laws and regulations within the EU ~~regulation~~and onvarious ~~batteries~~other (jurisdictions impose energy source requirements for the ~~“Batteries~~transportation ~~Regulation”)~~sector, ~~will~~which ~~repeal~~also aim to reduce the emission of greenhouse gases and ~~replace~~promote the ~~Batteries~~adoption ~~Directive~~of inalternative ~~2025~~fuel or electric vehicles. ~~The~~A ~~Batteries~~directive ~~Regulation~~adopted ~~aims~~in to2018, ~~ensure~~and ~~that~~amended ~~batteries~~in ~~have~~2023, establishes a ~~low~~common ~~carbon~~system ~~footprint,~~for ~~use~~the ~~minimal~~promotion ~~harmful~~of ~~substances~~energy from renewable sources (such as wind, ~~need~~solar ~~less~~(both ~~raw~~solar ~~materials~~thermal ~~from~~and ~~non-EU~~solar ~~countries~~solar) and geothermal energy, tide, wave and ~~are~~other ~~collected~~ocean energy, ~~reused~~hydropower or biomass) in electricity, heating and ~~recycled~~cooling toand transport and provides a ~~high~~framework ~~degree~~for the promotion of the use of renewable energy sources in ~~Europe~~the EU until 2030. ~~Targets~~The ~~for~~directive ~~recycling~~defines ~~efficiency,~~a ~~material~~binding ~~recovery~~overall ~~and~~target ~~recycled~~of ~~content~~at ~~will~~least be42.5% ~~introduced~~of ~~gradually~~energy from ~~2025~~renewable ~~onwards.~~sources ~~All~~for ~~collected~~the ~~waste~~EU’s ~~batteries~~gross ~~will~~final ~~have~~energy toconsumption beby ~~recycled~~2030 ~~and~~(calculated ~~high~~as ~~levels~~the sum of ~~recovery~~the ~~will~~member ~~have~~states’ togross befinal ~~achieved,~~consumption of electricity and energy in ~~particular~~various sectors) and promotes the use of ~~critical~~renewable ~~raw~~energy ~~materials~~in ~~such~~transport, asparticularly ~~cobalt~~prioritizing electricity, ~~lithium~~with ~~and~~a ~~nickel~~target of at least 29% renewables in the final energy consumption mix by 2030 or a greenhouse gas intensity reduction of at least 14.5% Inby ~~addition,~~2030. ~~under~~The directive envisages electric mobility to constitute a substantial part of the ~~new~~renewable ~~law’s~~energy ~~due~~mix ~~diligence~~in ~~obligations,~~the ~~companies~~transport ~~must~~sector ~~identify,~~by ~~prevent~~the year 2030 and ~~address~~is ~~social~~a cornerstone for the adoption and ~~environmental~~integration ~~risks~~of ~~linked~~electric tomobility within the ~~sourcing~~EU, ~~processing~~as ~~and~~it ~~trading~~also supports incentive schemes for the swift development of ~~raw~~electric ~~materials~~mobility ~~such~~with asrespect ~~lithium,~~to ~~cobalt,~~the ~~nickel~~sector’s growth potential and ~~natural~~role ~~graphite~~for ~~contained~~the EU employment market. In addition, the directive seeks to boost the use of renewable electricity in ~~their~~the ~~batteries~~transport sector by applying augmented multipliers in the context of the calculation of the relevant energy mix under the directive.

Furthermore, an EU directive on end-of-life vehicles (the “ELV Directive”) and an EU directive on waste from electrical and electronic equipment (the “WEEE Directive”) each govern the recovery of motor vehicles and electrical and electronic equipment within the EU, providing for ambitious recovery, reuse and recycling rates. The directives require that manufacturers cover all, or a significant part, of the costs associated with recovery, reuse and recycling measures. The aforementioned directives, including the Batteries Directive, as well as an EU directive on the restrictions of the use of certain hazardous substances in electrical and electronic equipment and the Batteries Regulation, limit manufacturing options because they also contain prohibitions on the use of certain identified substances and materials. The Batteries Regulation also introduces performance classes and maximum limits on the carbon footprint of electric vehicles.11

~~Cross-border~~Industrial ~~Import~~Environmental ~~and Export of Products~~Control

~~Sales~~All ofmember ~~our~~states ~~products~~of ~~and~~the ~~solutions~~EU ~~may be subject to export~~ control ~~and~~the ~~sanction regulations~~manufacture, asuse ~~well~~and asdisposal ~~trade~~of ~~policy~~pollutants ~~measures,~~by ~~such~~means asof ~~tariffs.~~regulations Weon ~~may~~air bepollutants, ~~required to comply with export control regulations~~chemicals, ~~trade~~heavy ~~and economic sanctions restrictions and embargoes imposed by multiple authorities~~metals, ~~such~~persistent asorganic ~~the United Nations~~pollutants, ~~the~~soil EUcontamination and ~~the~~biocides. ~~United~~The ~~States.~~operations Inof ~~addition~~manufacturers, ~~the~~particularly EUproduction, ~~United~~logistics ~~States~~ and ~~other~~transport ~~applicable sanctions and embargo laws and regulations vary in their application (and may be inconsistent): they do not all apply to the same covered countries~~processes, ~~persons,~~as ~~groups~~well ~~and/or~~as ~~entities,~~end ~~projects and/or activities~~products, ~~and~~must ~~such~~comply ~~sanctions~~with ~~and~~these ~~embargo laws and~~ regulations ~~may be amended or strengthened from time to time~~.

~~Within~~The ~~our~~most ~~primary~~relevant ~~target~~legal ~~market,~~frameworks are the ~~EU’s~~Regulation ~~internal~~for ~~market~~Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) and the ~~principle~~Regulation on Classification, Labeling and Packaging of ~~free~~Substances ~~movement~~and Mixtures (“CLP”). REACH requires manufacturers and importers of ~~goods~~chemicals ~~applies~~to identify and manage risks linked to the substances they manufacture and market. ~~When~~Companies ~~importing~~need ~~goods~~to ~~from~~register substances placed on the market in the EU in quantities of one tonne or more a year, and ~~exporting~~the ~~goods~~type of information required for registration will depend on the amount manufactured or imported in the EU. There are information sharing obligations for different actors in the supply chain to ensure proper application and use of such substances. In addition, ~~non-EU~~substances ~~countries~~which are considered hazardous could be subject to authorization or restrictions in the future, weany ~~will~~of ~~have~~which may delay or increase the costs of operations if there is a need to ~~comply~~obtain ~~with~~authorization ~~national~~or find an alternative substance. CLP complements REACH by requiring suppliers of substances and ~~European~~mixtures, ~~foreign~~including ~~trade~~manufacturers, downstream users and ~~customs~~distributors, ~~regulations~~to apply harmonized criteria to their classification and labeling.

~~Various~~Substance ~~countries~~restrictions ~~may~~under ~~impose~~REACH ~~tariffs~~in onsome ~~products~~cases ~~and/or~~prohibit ~~materials~~the ~~imported~~marketing ~~from~~in ~~other~~the ~~jurisdictions~~EU of articles containing certain substances. ~~Any~~This ~~tariffs~~is ~~imposed~~particularly relevant in ~~markets~~relation ~~where~~to wespare ~~market~~parts ~~and~~for ~~sell~~products, orwhich ~~intend~~were todesigned ~~market~~before a relevant restriction was adopted and ~~sell~~which are no longer in mass production (“legacy parts”). Similar problems may arise if a substance is placed under an authorization requirement under REACH and may, ~~our~~therefore, ~~solar~~not ~~solutions~~be ~~could~~used ~~affect~~for the ~~prices~~production of ~~our~~legacy ~~products~~parts ~~and~~without ~~negatively~~a ~~impact~~corresponding ~~our~~authorization. ~~sales~~REACH ~~and~~does ~~ability~~not include general exemptions with regard to ~~compete~~legacy inparts ~~those~~(so-called ~~markets~~“repair as produced” clauses).

~~Data~~Emissions ~~Protection~~from ~~and Privacy~~Production

~~The~~Emissions ~~GDPR~~from ~~applies~~production, tosuch ~~the~~as ~~processing~~air ~~of personal data in the context of activities of establishments in the European Economic Area (“EEA”)~~pollutants, ~~regardless of whether the processing takes place in the EEA or not. The GDPR and other data privacy laws regulate when and how personal data may be collected~~noise, ~~for which purposes it may be processed~~odors, ~~for~~vibrations ~~how long such data may be stored~~ and togreenhouse ~~whom~~gasses ~~and how it may be transferred. The GDPR contains strict requirements for obtaining the consent of data subjects~~ (~~i.e.,~~such ~~the~~as ~~persons to whom personal data relates~~CO2) ~~to the use and processing of their personal data. The GDPR also requires the implementation of appropriate technical and organizational measures~~, ~~depending~~are ongoverned the nature of the processing activities. It also imposes various obligations in the context of processing of data, including, among others, far-reaching transparency, data minimization, storage limitations, privacy by ~~design~~specific laws and ~~privacy by default obligations~~regulations, ~~data security, integrity~~ and ~~confidentiality obligations. In addition~~, itif ~~may~~the ~~require~~operation ~~so-called~~of ~~data~~a ~~protection~~facility ~~impact assessments, at least in cases where the data processing~~ is ~~likely~~subject to ~~result in~~ a ~~high risk to the rights and freedoms of individuals. In Germany~~permit, ~~operators~~by ~~of online platforms have to comply with the~~ specific ~~requirements~~conditions ofset ~~the~~forth ~~German Tele Media Act (Telemediengesetz), which takes into consideration particular aspects of online communication~~therein. ~~For~~Some ~~example,~~laws ~~the~~and ~~German~~regulations ~~Tele~~require ~~Media Act provides for additional information obligations which are stricter than~~ the ~~general~~submission ~~requirements~~ of ~~the~~emission ~~Data~~reports ~~Protection~~on ~~Act~~a (eregular basis.~~g.,~~ aNon-compliance ~~requirement~~with tomaximum ~~include~~emission anlevels ~~imprint~~may onresult ~~websites~~in ~~and~~administrative ~~apps)~~fines.

14 International, as well as European and national regulations, may have repercussions on the operation of the relevant production facilities. For example, stricter regulation of CO2 emissions could cause manufacturers to incur significant capital expenditures to upgrade production plants by installing or improving technical equipment to comply with maximum emission levels that may become applicable in the future, which may also affect their ability to sell their products at predetermined price levels.

AnEmission EUtrading ~~directive~~systems onfor ~~the~~emissions ~~processing~~from ofindustrial ~~personal~~production ~~data~~exist ~~and~~on the ~~protection~~European ofand ~~personal~~national ~~data~~level. inThese ~~the~~systems ~~electronic~~are ~~communications~~based ~~sector~~on ~~adopted~~“cap inand ~~2002~~trade” ~~sets~~principles ~~out~~designed ~~rules~~ to ~~ensure~~reduce ~~security~~carbon indioxide ~~the~~emissions ~~processing~~by oflimiting ~~personal data,~~ the ~~notification~~number of ~~personal~~emission ~~data~~allowances ~~breaches~~(cap) ~~and~~required ~~confidentiality~~for ofcertain ~~communications~~facilities ~~through~~and ~~public~~allowing ~~electronic~~the ~~communication~~purchase ~~services~~for ~~such~~shortfall asor the ~~internet~~sale ~~and~~of ~~mobile~~surplus ~~telephony.~~emission ~~Providers~~allowances of(trade). ~~such~~A ~~electronic~~new ~~communication~~EU ~~services~~Carbon ~~must,~~Border ~~among~~Adjustment ~~others,~~Mechanism ~~ensure~~(“CBAM”) ~~that~~is ~~personal~~being ~~data~~introduced ~~are~~gradually ~~accessed~~for byimports ~~authorized~~of ~~persons~~certain ~~only,~~goods ~~are~~such ~~protected~~as ~~from~~steel, ~~being destroyed~~iron, ~~lost~~electricity orand ~~accidentally~~fertilizers ~~altered~~seen ~~and~~as ~~from~~at ~~other~~most ~~unlawful~~significant orrisk ~~unauthorized~~of ~~forms~~carbon ofleakage. ~~processing~~CBAM ~~and~~will ensure the ~~implementation~~carbon price of aimports ~~security~~is ~~policy~~equivalent onto the ~~processing~~carbon price of ~~personal~~domestic ~~data.~~production ~~The~~to ~~e-Privacy~~avoid ~~Directive~~any ~~also~~undermining ~~contains~~of ~~several~~the ~~provisions~~EU’s ~~aimed~~climate atobjectives. ~~ensuring~~Importers ~~the confidentiality~~ of ~~electronic~~in-scope ~~communications~~goods ~~and~~are ~~sets~~required, ~~forth~~during ~~strict~~this ~~(consent)~~transitional ~~requirements~~period, ~~for~~to ~~the~~submit ~~use~~reports ofon ~~cookies~~direct and ~~for~~indirect ~~unsolicited~~greenhouse ~~communication~~gas asemissions; ~~part~~however, ofovertime ~~direct marketing efforts. The e-Privacy Directive has been implemented in~~ the ~~Netherlands~~obligations bywill ~~the~~increase ~~Dutch Telecommunications Act (Telecommunicatiewet)~~ and inrequire ~~Germany~~“CBAM bycertificates” ~~the~~to ~~German~~be ~~Telecommunications~~purchased. ~~Act~~It ~~(Telekommunikationsgesetz).~~is Onintended ~~January~~that ~~10,~~CBAM ~~2017,~~will ~~the~~extend ~~European~~to ~~Commission~~other ~~released~~sectors afrom ~~proposal~~2026. ~~for~~The agradual ~~regulation~~introduction of ~~the~~CBAM ~~European~~is ~~Parliament~~aligned ~~and~~with of the ~~Council~~phase-out of the EUallocation ~~concerning~~of ~~the~~free ~~respect~~allowances ~~for~~under ~~private life and~~ the ~~protection~~EU ofEmissions ~~personal~~Trading ~~data~~System ~~in electronic communications~~ (~~the e-Privacy Regulation~~ETS), ~~which~~to ~~would~~support ~~repeal~~ the ~~e-Privacy~~decarbonization ~~Directive.~~of ~~The~~EU ~~proposal is still subject to legislative procedure and debate~~industry.

In March 2021, the United Nations announced UN R155 – a regulation on cybersecurity and cybersecurity management systems. The regulation requires that, from July 2022, all new vehicle types and, from July 2024, all registered vehicles must prove that their product development is based on a systematic approach to risks associated with cyber threats to their cars. The regulations have been adopted by the EU as well as jurisdictions such as Japan and South Korea. The UN regulations are not expected to be adopted in the United States or China where similar regulations are expected to be adopted.12

~~Antitrust~~Reuse, ~~Law~~Recycling and Recovery

~~Competition~~Manufacturers ~~and~~may ~~antitrust~~also ~~laws~~be ~~and~~obligated ~~regulations are designed~~ to ~~preserve~~assist ~~free~~customers ~~and~~with ~~open competition in~~ the ~~marketplace to enhance competitiveness and economic efficiency. Provisions on merger control~~disposal, ~~the~~recovery ~~prohibition of anticompetitive agreements, collusive behavior, the prohibition of abuse of a dominant position~~ and ~~the~~recycling ~~receipt~~ of ~~advantages~~certain inunderlying ~~violation~~components of ~~state~~their ~~aid~~products ~~rules~~once ~~within~~they ~~the~~have ~~market~~reached ~~are~~their ofend- ~~particular relevance for manufacturers. National and supranational competition and antitrust authorities may initiate investigations and proceedings for alleged infringements~~ of-life/disposal ~~competition or antitrust laws, which may result in significant fines or other forms of liability or impose certain limitations or conditions regarding acquisitions and certain business practices~~stage.

~~Within~~An ~~the~~ EU, ~~compliance~~directive ~~with~~on ~~applicable~~batteries ~~European~~(the ~~and~~“Batteries ~~national~~Directive”) ~~competition~~governs ~~laws is monitored by~~ the ~~European~~recovery ~~Commission~~of ~~and~~batteries inwithin ~~some cases~~ the ~~national competition authorities~~EU. The ~~EU’s~~Batteries ~~antitrust~~Directive ~~rules~~requires ~~are~~manufacturers ~~set out in Articles 101~~ and ~~102~~distributors of ~~the~~batteries ~~Treaty on the Functioning of the European Union (“TFEU”). Article 101(1) of the TFEU prohibits anticompetitive agreements~~ to ~~the~~bear ~~extent~~a ~~they~~significant ~~are~~amount ~~not otherwise exempted by Article 101(3)~~ of the ~~TFEU.~~costs ~~Article~~associated ~~102~~with ~~TFEU~~proper ~~prohibits~~collection ~~the~~and ~~abuse~~disposal of ~~a dominant position. Article 107 (1) TFEU prohibits the granting~~ end-of-life ~~state aid~~batteries.

~~Class~~The ~~Actions~~new EU regulation on batteries (the “Batteries Regulation”) repealed and replaced the Batteries Directive on August 18, 2025. The Batteries Regulation aims to ~~Enforce~~ensure ~~Regulations~~that batteries have a low carbon footprint, use minimal harmful substances, need less raw materials from non-EU countries, and are collected, reused and recycled to a high degree in Europe. Targets for recycling efficiency, material recovery and recycled content will be introduced gradually from 2025 onwards. All collected waste batteries will have to be recycled and high levels of recovery will have to be achieved, in particular of critical raw materials such as cobalt, lithium and nickel. In addition, under the new law’s due diligence obligations, companies must identify, prevent and address social and environmental risks linked to the sourcing, processing and trading of raw materials such as lithium, cobalt, nickel and natural graphite contained in their batteries.

InFurthermore, an EU directive on end-of-life vehicles (the “ELV Directive”) and an EU directive on waste from electrical and ~~certain~~electronic equipment (the “WEEE Directive”) each govern the recovery of ~~its~~motor ~~member~~vehicles ~~states~~and electrical and electronic equipment within the EU, ~~there~~providing isfor ambitious recovery, reuse and recycling rates. The directives require that manufacturers cover all, or ~~has~~a ~~been~~significant part, of the costs associated with recovery, reuse and recycling measures. The aforementioned directives, including the Batteries Directive, as well as an ~~increasing~~EU ~~prevalence~~directive on the restrictions of ~~legislation~~the ~~governing~~use ~~class~~of ~~actions~~certain hazardous substances in electrical and ~~their~~electronic ~~use~~equipment toand ~~enforce~~the ~~regulations.~~Batteries AsRegulation, alimit ~~result~~manufacturing options because they also contain prohibitions on the use of ~~these~~certain ~~developments,~~identified ~~consumers~~substances ~~have~~and ~~increasingly~~materials. ~~powerful~~The ~~legal~~Batteries ~~mechanisms~~Regulation atalso ~~their~~introduces ~~disposal~~performance toclasses ~~collectively~~and ~~sue~~maximum ~~manufacturers~~limits on the carbon footprint of ~~consumer~~electric ~~products~~vehicles.

In the EU, under the banner of “A New Deal for Consumers,” the European Commission is facilitating a trend towards the increasing availability and use of collective redress mechanisms in areas in which EU law grants rights, including in particular consumer protection rules and regulations. The European Commission made a nonCross-~~binding~~border ~~recommendation~~Import ~~for EU member states to adopt collective redress procedures in June 2013, subsequently consulted on progress in 2017~~ and ~~published~~Export ~~a report on the subject in January 2018. A proposal for a new directive regarding “better enforcement and modernization~~ of EU consumer protection rules” has been put forward by the European Commission. EU member states have also been developing their own rules in this regard. In Germany a law introducing a declaratory model action (Musterfeststellungsklage) came into force on November 1, 2018. With this new declaratory model action, certain persons are entitled to seek a legal declaration concerning factual or legal matters regarding consumer claims. Consumers can then opt in to be bound by a judgment (and under certain circumstances also a settlement) issued in the declaratory model proceedings.Products

15 Sales of our products and solutions have been subject to trade policy measures, such as tariffs.

InWithin ~~the~~our ~~Netherlands,~~primary intarget ~~the event a third party is liable to a Dutch company~~market, ~~as a general principle only~~ the ~~company~~EU’s ~~itself~~internal ~~can bring a civil action against that party. The individual shareholders do not have a general right to bring an action on behalf of the company. However~~market, in the ~~event~~principle ~~that the cause for the liability~~ of afree ~~third~~movement ~~party to the company also constitutes a tortious act directly against a shareholder, that shareholder may have an individual right~~ of ~~action~~goods ~~against such third party in its own name~~applies. ~~Dutch~~When ~~law~~importing ~~provides~~goods ~~for the possibility to initiate such actions collectively~~from, ~~in which a foundation or an association can act as a class representative~~ and ~~has~~exporting ~~standing~~goods to ~~commence proceedings and claim damages if certain criteria are met. The court will first determine if those criteria are met. If so~~, ~~the~~non-EU case will go forward as a class action on the merits after a period allowing class members to opt out from the case has lapsed. All members of the class who are residents of the Netherlands and who did not opt out will be bound to the outcome of the case. Residents of other countries must actively opt in in order to be able to benefit from the class action. The defendant is not required to file defenses on the merits prior to the merits phase having commenced. It is possible for the parties to reach a settlement during the merits phase. Such a settlement can be approved by the court, ~~which~~we ~~approval~~have ~~will~~had ~~then bind the members of the class, subject~~ to acomply ~~second~~with ~~opt-out.~~national ~~This regime applies to claims brought after January 1, 2020~~ and ~~which~~European ~~relate~~foreign totrade certain events that occurred prior to that date. For other matters, the old Dutch class actions regime will apply. Under the old regime, no monetary damages can be sought. Also, a judgment rendered under the old regime will not bind individual class members. Even though Dutch law does not provide for derivative suits, directors and ~~officers~~customs ~~can still be subject to liability under U~~regulations.~~S. securities laws.~~

~~Intellectual~~Various ~~Property~~countries impose tariffs on products and/or materials imported from other jurisdictions. Any tariffs imposed in markets where we market and sell our solar solutions affect the prices of our products and negatively impact our sales and ability to compete in those markets.

~~Our~~Data ~~intellectual~~Protection ~~property, including trade secrets, patents, trademarks~~ and copyrights, is important to our business. We hold several patents in different jurisdictions relating to our solar module technology, ventilation system and energy management system for vehicles, and have filed several patent applications, including relating to our solar technology. We have registered trademarks in the EU or other relevant jurisdictions for “Sono Motors”. Our intellectual property portfolio includes domain names for websites that we use in our business.Privacy

WeThe ~~control~~GDPR ~~access~~applies to the processing of personal data in the context of activities of establishments in the European Economic Area (“EEA”), ~~use~~regardless of whether the processing takes place in the EEA or not. The GDPR and ~~distribution~~other ofdata ~~our~~privacy ~~intellectual~~laws ~~property~~regulate ~~through~~when ~~confidentiality~~and ~~procedures~~how personal data may be collected, ~~non-disclosure~~for ~~agreements~~which ~~with~~purposes ~~third~~it ~~parties~~may be processed, for how long such data may be stored and ~~our~~to ~~employment~~whom and ~~contractor~~how ~~agreements~~it may be transferred. ~~Under~~The GDPR contains strict requirements for obtaining the ~~German~~consent ~~Employee~~of ~~Invention~~data ~~Act~~subjects (~~Arbeitnehmererfindungsgesetz)~~i.e., wethe ~~generally~~persons ~~have~~to awhom ~~claim~~personal data relates) to the use and processing of their personal data. The GDPR also requires the implementation of appropriate technical and organizational measures, depending on ~~work~~the nature of the processing activities. It also imposes various obligations in the context of processing of data, including, among others, far-~~related~~reaching ~~inventions~~transparency, data minimization, storage limitations, privacy by ~~our~~design ~~employees~~and privacy by default obligations, data security, integrity and confidentiality obligations. In addition, weit ~~rely~~may onrequire ~~contractual~~so-called ~~provisions~~data ~~with~~protection ~~our~~impact ~~business~~assessments, ~~partners~~at least in cases where the data processing is likely to ~~protect~~result ~~our~~in ~~intellectual~~a ~~property~~high ~~and~~risk ~~proprietary~~to ~~technology,~~the ~~brand~~rights and ~~creative~~freedoms ~~assets~~of individuals. WeIn ~~seek~~Germany, operators of online platforms have to ~~maintain~~comply ~~and~~with ~~protect~~the ~~our~~specific ~~intellectual~~requirements ~~property~~of ~~portfolio~~the German Tele Media Act (Telemediengesetz), ~~including~~which bytakes ~~pursuing~~into ~~any~~consideration ~~infringements~~particular byaspects ~~third~~of ~~parties~~online communication. For example, the German Tele Media Act provides for additional information obligations which are stricter than the general requirements of the Data Protection Act (e.g., a requirement to include an imprint on websites and apps).

16 13

An EU directive on the processing of personal data and the protection of personal data in the electronic communications sector adopted in 2002 sets out rules to ensure security in the processing of personal data, the notification of personal data breaches and confidentiality of communications through public electronic communication services such as the internet and mobile telephony. Providers of such electronic communication services must, among others, ensure that personal data are accessed by authorized persons only, are protected from being destroyed, lost or accidentally altered and from other unlawful or unauthorized forms of processing and ensure the implementation of a security policy on the processing of personal data. The ~~following~~e-Privacy ~~graphic~~Directive ~~provides~~also ancontains ~~overview~~several provisions aimed at ensuring the confidentiality of ~~our~~electronic ~~granted~~communications ~~patents~~and sets forth strict (consent) requirements for the use of cookies and ~~filed~~for ~~patent~~unsolicited ~~applications~~communication as part of ~~March~~direct 12marketing efforts. The e-Privacy Directive has been implemented in the Netherlands by the Dutch Telecommunications Act (Telecommunicatiewet) and in Germany by the German Telecommunications Act (Telekommunikationsgesetz). On January 10, ~~2025:~~2017, the European Commission released a proposal for a regulation of the European Parliament and of the Council of the EU concerning the respect for private life and the protection of personal data in electronic communications (the e-Privacy Regulation), which would repeal the e-Privacy Directive. The proposal is still subject to legislative procedure and debate.

~~(1)~~In ~~Patent~~March ~~Cooperation~~2021, ~~Treaty~~the United Nations announced UN R155 – a regulation on cybersecurity and cybersecurity management systems. The regulation requires that, from July 2022, all new vehicle types and, from July 2024, all registered vehicles must prove that their product development is based on a systematic approach to risks associated with cyber threats to their cars. The regulations have been adopted by the ~~international~~EU ~~patent~~as ~~system~~well as jurisdictions such as Japan and South Korea. The UN regulations are not expected to be adopted in the United States or China where similar regulations are expected to be adopted.

~~(2)~~Antitrust ~~Vehicle integrated photovoltaic~~Law

~~(3)~~Competition ~~Solar~~and ~~electric~~antitrust ~~vehicle~~laws ~~systems~~and regulations are designed to preserve free and open competition in the marketplace to enhance competitiveness and economic efficiency. Provisions on merger control, the prohibition of anticompetitive agreements, collusive behavior, the prohibition of abuse of a dominant position and the receipt of advantages in violation of state aid rules within the market are of particular relevance for manufacturers. National and supranational competition and antitrust authorities may initiate investigations and proceedings for alleged infringements of competition or antitrust laws, which may result in significant fines or other forms of liability or impose certain limitations or conditions regarding acquisitions and certain business practices.

~~Our~~Within ~~patent~~the ~~portfolio~~EU, compliance with applicable European and national competition laws is ~~currently~~monitored ~~comprised~~by the European Commission and in some cases the national competition authorities. The EU’s antitrust rules are set out in Articles 101 and 102 of 38the ~~patent~~Treaty ~~families~~on the Functioning of the European Union (i“TFEU”).~~e.,~~ ~~independent~~Article ~~inventions~~101(1), ~~which~~of ~~include~~the 9TFEU ~~granted~~prohibits ~~patents,~~anticompetitive 21agreements ~~international~~to the extent they are not otherwise exempted by Article 101(~~PCT~~3) ~~applications,~~of 36the ~~regional~~TFEU. orArticle ~~national~~102 ~~applications~~TFEU ~~and~~prohibits 3the ~~utility~~abuse ~~models~~of a dominant position. Article 107 (1) TFEU prohibits the granting of state aid.

~~The~~Class ~~content~~Actions of the patent families can be categorized by vehicle integrated photovoltaic components or manufacturing processes, solar electric vehicle systems, solar charge converters and Sion-related non-PV inventions, which are reflected in the above graphic as ViPV, SEV, MCU and Sion-only, respectively. As presented above, most of the applications are related to ~~ViPV~~Enforce ~~and SEV.~~Regulations

~~Due~~In to the ~~cost-intensive~~EU ~~nature of the patent application process~~ and incertain ~~accordance~~of ~~with~~its ~~the~~member ~~change~~states, inthere ~~our~~is ~~business~~or ~~model~~has tobeen ~~focusing~~an ~~exclusively~~increasing onprevalence ~~integrating~~of ~~our~~legislation ~~solar~~governing ~~technology~~class ~~into~~actions ~~third-party~~and ~~vehicles,~~their weuse ~~continuously reevaluate the composition of our patent portfolio~~ to ~~ensure~~enforce ~~alignment with our core products and target markets~~regulations. As ~~part~~a result of ~~this~~these ~~ongoing assessment~~developments, weconsumers ~~may~~have ~~decide~~increasingly topowerful ~~discontinue~~legal ormechanisms ~~terminate~~at ~~patents~~their ~~and~~disposal ~~patent applications that no longer support our most promising applications and strategic priorities. See “Item 1A. Risk Factors—Risks Related~~ to ~~Our~~collectively ~~Business~~sue ~~and~~manufacturers ~~Operations—We depend on the adequate protection~~ of ~~our~~consumer ~~intellectual property, which can be difficult and costly”~~products.

~~Human~~In ~~Capital~~the ~~Resources~~EU, under the banner of “A New Deal for Consumers,” the European Commission is facilitating a trend towards the increasing availability and use of collective redress mechanisms in areas in which EU law grants rights, including in particular consumer protection rules and regulations. The European Commission made a non-binding recommendation for EU member states to adopt collective redress procedures in June 2013, subsequently consulted on progress in 2017 and published a report on the subject in January 2018. A proposal for a new directive regarding “better enforcement and modernization of EU consumer protection rules” has been put forward by the European Commission. EU member states have also been developing their own rules in this regard. In Germany a law introducing a declaratory model action (Musterfeststellungsklage) came into force on November 1, 2018. With this new declaratory model action, certain persons are entitled to seek a legal declaration concerning factual or legal matters regarding consumer claims. Consumers can then opt in to be bound by a judgment (and under certain circumstances also a settlement) issued in the declaratory model proceedings.

As of March 28, 2025, we employ 43 individuals, of which 34 are full-time employees across engineering, product development, business operations and corporate functions. In line with our streamlined operational approach and strategic focus on key partnerships, we have implemented a reduction in workforce. Effective July 2025, our workforce will consist of approximately 36 individuals, of which 25 will be full-time employees. There may be further reductions in our workforce depending on the extent to which we are able to scale our business in the future. These adjustments are part of our efforts to increase efficiency, align resources with our current business priorities and ensure long-term sustainability.14

17 In the Netherlands, in the event a third party is liable to a Dutch company, as a general principle only the company itself can bring a civil action against that party. The individual shareholders do not have a general right to bring an action on behalf of the company. However, in the event that the cause for the liability of a third party to the company also constitutes a tortious act directly against a shareholder, that shareholder may have an individual right of action against such third party in its own name. Dutch law provides for the possibility to initiate such actions collectively, in which a foundation or an association can act as a class representative and has standing to commence proceedings and claim damages if certain criteria are met. The court will first determine if those criteria are met. If so, the case will go forward as a class action on the merits after a period allowing class members to opt out from the case has lapsed. All members of the class who are residents of the Netherlands and who did not opt out will be bound to the outcome of the case. Residents of other countries must actively opt in in order to be able to benefit from the class action. The defendant is not required to file defenses on the merits prior to the merits phase having commenced. It is possible for the parties to reach a settlement during the merits phase. Such a settlement can be approved by the court, which approval will then bind the members of the class, subject to a second opt-out. This regime applies to claims brought after January 1, 2020 and which relate to certain events that occurred prior to that date. For other matters, the old Dutch class actions regime will apply. Under the old regime, no monetary damages can be sought. Also, a judgment rendered under the old regime will not bind individual class members. Even though Dutch law does not provide for derivative suits, directors and officers can still be subject to liability under U.S. securities laws.

~~Our~~Regulatory ~~team,~~Environment for ~~with~~Our ~~expertise~~Digital inAsset ~~the~~Treasury ~~areas of renewable energy, vehicle integration and power electronics, is instrumental in advancing our solar mobility solutions.~~Strategy

WeSubsequent ~~prioritize~~to ~~attracting~~December ~~and~~31, ~~retaining~~2025, ~~top~~we ~~talent~~adopted in the ~~field~~Treasury ofStrategy. ~~solar~~Under ~~technology~~the ~~and~~Treasury ~~vehicle electrification~~Strategy, ~~fostering~~we aintend ~~collaborative~~to ~~and~~use ~~innovation-driven~~the ~~work~~net ~~environment.~~proceeds Tofrom ~~support~~ our ~~workforce,~~recent wefinancings ~~provide~~to ~~ongoing~~purchase ~~training~~or ~~and~~otherwise ~~professional~~acquire ~~development~~Bitcoin ~~programs,~~(BTC) ~~ensuring~~and ~~employees~~other ~~stay~~digital atassets ~~the~~and ~~forefront~~to ofestablish ~~solar~~digital ~~mobility~~asset ~~advancements~~treasury operations.

~~Our~~The ~~lean~~regulatory ~~organizational~~regime ~~structure~~for ~~allows~~digital ~~for~~assets ~~operational~~in ~~agility~~the U.S. and ~~efficiency~~elsewhere is uncertain. There is ongoing scrutiny and limited formal guidance from regulatory agencies, ~~enabling~~including Nasdaq and the SEC, with respect to the treatment of public company cryptocurrency strategies. If regulatory changes or interpretations require us to ~~scale~~register ~~resources~~as ina ~~line~~money ~~with~~services business ~~growth~~with ~~while~~The ~~maintaining~~Financial Crimes Enforcement Network (FinCEN) under the U.S. Bank Secrecy Act, or as a ~~strong~~money ~~commitment~~transmitter under state laws, we may be subject to ~~innovation~~extensive regulatory requirements, resulting in significant compliance costs and ~~sustainability~~operational burdens. In such a case, we may incur extraordinary expenses to meet these requirements or, alternatively, may determine that continued operations are not viable. If we decide to cease certain operations in response to new regulatory obligations, such actions could occur at a time that is unfavorable to investors.

~~Competitive~~The ~~Landscape~~U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of BTC or the ability of individuals or institutions such as us to own or transfer BTC and utilize blockchain-based applications on networks such as Bitcoin. For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others, have been active in recent years, and in the United Kingdom, the Financial Services and Markets Act 2023 became law. Additionally, legislative and regulatory priorities may change depending on changes in leadership, as evidenced by recent and proposed initiatives such as the Genius Act of 2025, the anticipated Digital Asset Market Clarity Act, and updates to the Commission’s Regulatory Flexibility Agenda. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC, Commodity Futures Trading Commission (“CFTC”), or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and BTC specifically.

~~While~~Competitive ~~the~~Landscape ~~market~~ for ~~solar~~Our ~~technology~~Digital ~~solutions~~Asset ~~for~~Treasury all kinds of stationary applications is highly competitive, the competitive landscape for vehicle-integrated solar solutions remains relatively niche. Based on a survey conducted by our business intelligence team, we have identified a few competitors particularly relevant to us, including KRSolar B.V. (d/b/a wattlab), Im Efficiency B.V., Green Energy Solutions, OPES and TRAILAR, with regards to retrofit solutions like our solar kits, and SolarEdge E-Mobility and Victron Energy B.V., with regards to our solar power electronics, or MCU.Strategy

WeAs ~~believe~~a ~~that~~result ~~the~~of ~~following~~our ~~factors~~Bitcoin-focused ~~differentiate~~strategy, uswe expect our assets to be concentrated in BTC holdings. There are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms. In addition, digital assets other than BTC, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, may emerge or grow in popularity. If the mechanisms or network effects on alternative blockchain platforms are perceived as superior to the Bitcoin network, those digital assets could gain market share relative to Bitcoin. The intended concentration of our ~~products~~BTC ~~from~~holdings ~~these~~limits ~~competitors:~~the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets.

●See ~~The~~the ~~high~~section ~~efficiency~~herein ofentitled ~~our~~“Risk solar integration products, which results from our in-house developed solar charge converter, or MCU and our reliance on advanced cell technology that provides high energy density at a competitive cost, allowing our systems to maximize solar yield relative to installed power;Factors”.

●Intellectual The flexibility of our product portfolio, which spans both high-voltage and low-voltage applications, making our technology adaptable for OEM integration. Unlike many competitors focused solely on low-voltage or aftermarket solutions, we offer scalable solar integration for a broader range of commercial vehicles;Property

●Our ~~The~~intellectual ~~convenience~~property, including trade secrets, patents, trademarks and ~~safety~~copyrights, ofis important to our ~~solar~~business. ~~integration~~We ~~product,~~hold ~~which~~several ~~result~~patents ~~from~~in adifferent ~~standardized,~~jurisdictions ~~low-effort~~relating ~~regulatory~~to ~~approval~~our ~~process~~solar ~~and~~module atechnology, ~~modular~~ventilation system and ~~scalable~~energy management system ~~design~~for vehicles, ~~which~~and ~~can~~have befiled ~~efficiently~~several ~~rolled~~patent ~~out~~applications, including relating to ~~every~~our ~~workshop~~solar technology. We have registered trademarks in the EU or ~~production~~other ~~facilities~~relevant ~~with~~jurisdictions ~~our~~for ~~installation~~“Sono ~~training~~Motors”. ~~support;~~Our ~~and~~intellectual property portfolio includes domain names for websites that we use in our business.

●We ~~Our~~control ~~strategic~~access ~~focus~~to, onuse ~~OEM~~of ~~collaborations~~and ~~further~~distribution ~~differentiates~~of usour intellectual property through confidentiality procedures, asnon-disclosure agreements with third parties and our employment and contractor agreements. Under the German Employee Invention Act (Arbeitnehmererfindungsgesetz), we generally have a claim on work-related ~~directly~~inventions by our employees. In addition, we rely on contractual provisions with ~~vehicle~~our ~~manufacturers~~business partners to ~~integrate~~protect ~~solar~~our intellectual property and proprietary technology, ~~into~~brand ~~their~~and ~~production~~creative ~~lines~~assets. We seek to maintain and protect our intellectual property portfolio, ~~rather~~including ~~than~~by ~~solely~~pursuing ~~relying~~any oninfringements ~~aftermarket~~by ~~installations~~third parties.

~~Seasonality and Business Cycles~~15

WeThe ~~generally~~following ~~experience~~graphic ~~the~~provides ~~same~~an ~~effects~~overview of ~~seasonality as other companies in~~ our ~~sector~~granted inpatents ~~Germany,~~and ~~realizing~~filed apatent ~~slowdown~~applications ~~of business activities during the summer holiday season in August,~~ as ~~well as at year end and the start~~ of ~~the~~March ~~new~~25, ~~year as a result of holidays.~~2026:

~~Additionally,~~(1) ~~demand~~Patent ~~for~~Cooperation ~~our~~Treaty ~~solar~~– ~~mobility solutions may be influenced by fleet procurement and budget cycles, as municipal and corporate customers often make capital expenditure decisions at specific points in~~ the ~~fiscal~~international ~~year.~~patent Similarly, OEM production planning and model year changes may impact the timing of solar kit integration into vehicle platforms. While seasonality does not significantly affect our long-term business model, these factors may cause fluctuations in order intake and revenue recognition across quarters.system

18 (2) Vehicle integrated photovoltaic

~~Corporation~~(3) ~~Information~~Solar electric vehicle systems

~~Corporate~~Our ~~History~~patent portfolio, held at the Subsidiary level, currently comprises 26 patent families (i.e., independent inventions), which include 9 granted patents, 3 PCT applications, 28 non-PCT national or EP applications and 3 utility models.

WeThe ~~have~~content ~~historically conducted our business through the Subsidiary, which became a wholly-owned subsidiary~~ of the ~~Company~~patent ~~after~~families acan ~~corporate~~be ~~reorganization~~categorized ~~described~~by asvehicle ~~follows:~~integrated Wephotovoltaic ~~were~~components ~~incorporated~~or ~~pursuant~~manufacturing toprocesses, ~~the~~solar ~~laws~~electric ofvehicle ~~the~~systems, ~~Netherlands~~solar ascharge ~~Sono~~converters ~~Motors~~and ~~Finance~~Sion-related ~~B.V. on October 23, 2020 as a wholly~~non-~~owned~~PV ~~subsidiary of the Subsidiary. As part of the corporate reorganization that was completed on November 27~~inventions, ~~2020,~~which ~~the~~are ~~Subsidiary’s~~reflected ~~then-existing shareholders contributed all of their shares~~ in the ~~Subsidiary~~above tographic ~~Sono~~as ~~Motors~~ViPV, ~~Finance B.V. in exchange for newly issued ordinary shares of Sono Motors Finance B.V. In addition~~SEV, ~~the~~MCU ~~sole issued~~ and ~~outstanding common share in Sono Motors Finance B.V. at that time~~Sion-only, ~~which was held by the Subsidiary, was canceled (ingetrokken)~~respectively. As apresented ~~result~~above, ~~the~~most ~~Subsidiary became a wholly-owned subsidiary~~ of ~~Sono Motors Finance B.V. and~~ the ~~then-existing~~applications ~~shareholders~~are ofrelated the Subsidiary became the shareholders of Sono Motors Finance B.V. Also on November 27, 2020, Sono Motors Finance B.V. was converted into a public company with limited liability under Dutch law (naamloze vennootschap), and changed its legal name from Sono Motors Finance B.V. to ~~Sono~~ViPV ~~Group N.V. The Company is incorporated in the Netherlands~~ and ~~our business address is Waldmeisterstraße 93, 80935 Munich, Germany~~SEV.

~~Our~~Human Ordinary Shares have been quoted on the OTCQB since July 2, 2024 and are currently quoted under the symbol “SEVCF”. Following our initial public offering (our “IPO”) in November 2021, our Ordinary Shares were traded on the Nasdaq Global Market under the symbol “SEV”. On July 12, 2023 and August 28, 2023, we received notices from Nasdaq stating that the staff of the Listing Qualifications Department (the “Staff”) had determined that our Ordinary Shares will be delisted from the Nasdaq Global Market in accordance with Nasdaq’s Listing Rules and notifying us of the suspension in trading of our Ordinary Shares as of the opening of business on July 21, 2023. Following our appeal of the Staff’s determination, we received a decision of the Nasdaq Hearings Panel (the “Panel”) on December 11, 2023, advising us that the Panel had determined to delist our Ordinary Shares from Nasdaq. On February 15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the SEC to complete the delisting. The Company is currently pursuing an uplisting to the Nasdaq Capital Market, subject to its satisfaction of the initial listing requirements, with the goal of enhancing liquidity, broadening investor access and increasing visibility in the capital markets. See “Item 1A. Risk Factors—Risks Related to Our Securities—Following the delisting of our Ordinary Shares from the Nasdaq Global Market in February 2024, we may not be able to meet the initial listing requirements for admission of our Ordinary Shares to trading on a stock exchange in the future or to pay for the costs associated with such an initial listing, and therefore may not be able to have our Ordinary Shares admitted to trading on a stock exchange in the future” and “Item 1A. Risk Factors—Risks Related to the Yorkville Commitment, the Debt Conversion and our former Self-Administration Proceedings—The Company’s visibility, credibility, stock price, and trading volume, as well as investor confidence, may further decrease as a result of the delisting of the Company’s securities from the Nasdaq Global Market”.Resources

OnAs ~~December~~of 23March 25, ~~2024~~2026, the ~~Company~~Subsidiary ~~amended~~employs ~~its~~23 ~~articles~~individuals, of ~~association~~which to15 ~~implement~~are afull-time ~~reverse~~employees ~~share~~across ~~split~~engineering, ~~(the~~product ~~“Reverse~~development, ~~Share~~business ~~Split”)~~operations ofand ~~our~~corporate ~~Ordinary~~functions. ~~Shares~~In ~~and~~addition, ~~high~~although ~~voting~~the ~~shares~~Company ~~(the~~currently ~~“High~~has ~~Voting~~no ~~Shares”)~~employees, atwe ado ~~ratio~~have ofconsulting ~~1-for-75.~~arrangements ~~The~~with ~~Reverse~~our ~~Share~~two ~~Split~~executive ~~was~~officers. ~~previously~~In ~~approved~~line bywith ~~the~~our ~~Company’s~~streamlined ~~shareholders~~operational atapproach ~~the~~and ~~extraordinary~~strategic ~~general~~focus ~~meeting~~on ofkey partnerships, the ~~Company~~Subsidiary ~~held~~has onover ~~January~~the ~~31,~~last ~~2024~~year implemented ~~(the~~a ~~“January~~reduction ~~2024~~in ~~EGM”)~~workforce. ~~The~~There ~~Reverse~~may ~~Share~~be ~~Split~~further ~~took~~reductions ~~market~~in ~~effect~~its onworkforce ~~January~~as 6,a ~~2025,~~result ~~following~~of ~~confirmation~~the ~~from~~termination by the ~~Financial~~Company ~~Industry~~of ~~Regulatory~~all ~~Authority~~current ~~(“FINRA”)~~and ~~that~~future itfunding ~~had~~commitments ~~received~~to ~~and~~the ~~reviewed~~Subsidiary ~~all~~and ~~necessary~~the ~~documentation~~decision to ~~process~~exit the ~~Reverse~~legacy ~~Share~~solar ~~Split~~operations conducted through the Subsidiary.

~~The Former Self-Administration Proceedings, the Yorkville Restructuring Investment and the Yorkville Commitment~~16

OnCorporation May 15, 2023, based on management’s conclusion that the Company was over-indebted and faced impending illiquidity (drohende Zahlungsunfähigkeit), the Company applied to the insolvency court of the local court of Munich, Germany (the “Court”), to permit the opening of a self-administration proceeding (Eigenverwaltung) with respect to the Company pursuant to Section 270 (b) of the German Insolvency Code (Insolvenzordnung). On the same day and for the same reason, the Subsidiary applied to the Court to permit the opening of a self-administration proceeding in the form of a protective shield proceeding (Schutzschirmverfahren) with respect to the Subsidiary pursuant Section 270 (d) of the German Insolvency Code (collectively, the “Self-Administration Proceedings”). On May 17, 2023 and May 19, 2023, the Court admitted the opening of Self-Administration Proceedings on a preliminary basis (the “Preliminary Self-Administration Proceedings”) with respect to the Company and the Subsidiary, respectively. On September 1, 2023, the Court opened the Self-Administration Proceedings with respect to the Subsidiary (the “Subsidiary Self-Administration Proceedings”). On January 31, 2024, the Subsidiary withdrew its application for Preliminary Self-Administration Proceedings. The Subsidiary exited its Self-Administration Proceedings on February 29, 2024 via its plan under the German Insolvency Code (the “Plan”), which set out how the Subsidiary intended to restructure its debt and procure the inflow of new cash, including pursuant to a funding commitment from Yorkville in the form of the Yorkville Restructuring Investment (as defined herein).Information

19 Corporate History

InWe ~~mid-November~~have ~~2023,~~historically inconducted ~~the~~our ~~context~~business ofthrough the ~~former Self-Administration Proceedings~~Subsidiary, ~~the~~which ~~Company~~became ~~and~~a ~~Yorkville entered into certain investment~~wholly-~~related~~owned ~~agreements~~subsidiary ~~that~~of ~~became~~the ~~effective~~Company onafter ~~November~~a ~~20,~~corporate ~~2023~~reorganization ~~(such~~described ~~agreements~~as ~~collectively,~~follows: ~~the~~We ~~“Yorkville~~were ~~Investment~~incorporated ~~Agreements”),~~ pursuant to ~~which~~the ~~Yorkville~~laws ~~committed~~of tothe ~~provide~~Netherlands ~~financing~~as toSono ~~the~~Motors ~~Company,~~Finance ~~subject~~B.V. toon ~~the~~October ~~Companies’~~23, ~~continued~~2020 ~~compliance~~as ~~with~~a ~~the~~wholly-owned ~~terms~~subsidiary of the ~~Yorkville Investment Agreements~~Subsidiary. ~~Among~~As ~~other~~part ~~Yorkville~~of ~~Investment Agreements,~~ the ~~Company~~corporate ~~and~~reorganization ~~Yorkville~~that ~~entered~~was ~~into~~completed aon ~~restructuring~~November ~~agreement~~27, ~~(as amended from time to time~~2020, the ~~“Restructuring~~Subsidiary’s ~~Agreement”)~~then-existing ~~and~~shareholders acontributed ~~funding~~all ~~commitment~~of ~~letter~~their ~~(as~~shares ~~amended~~in ~~from~~the ~~time~~Subsidiary to ~~time,~~Sono ~~the~~Motors ~~“Funding~~Finance ~~Commitment~~B.V. ~~Letter”),~~in ~~pursuant~~exchange tofor ~~which~~newly ~~Yorkville~~issued ~~committed~~ordinary toshares ~~provide~~of ~~limited~~Sono ~~financing~~Motors toFinance ~~the Company (the “First Commitment”)~~B.V. OnIn ~~April 30~~addition, ~~2024,~~ the ~~Company~~sole issued and ~~Yorkville~~outstanding ~~entered~~common ~~into~~share anin ~~amendment~~Sono toMotors ~~the~~Finance ~~Funding~~B.V. ~~Commitment~~at ~~Letter~~that time, ~~pursuant to~~ which ~~Yorkville~~was ~~committed~~held ~~additional~~by ~~financing~~the toSubsidiary, ~~the~~was ~~Company~~canceled (~~the~~ingetrokken). ~~“Second~~As ~~Commitment”~~a ~~and~~result, ~~together~~the ~~with~~Subsidiary ~~the~~became ~~First~~a ~~Commitment,~~wholly-owned ~~the~~subsidiary ~~“Yorkville~~of ~~Restructuring~~Sono ~~Investment”).~~Motors ~~The~~Finance ~~funding~~B.V. ofand the ~~first~~then-existing ~~tranche~~shareholders of the ~~Yorkville~~Subsidiary ~~Restructuring~~became ~~Investment (~~the ~~“First~~shareholders ~~Tranche”)~~of ~~occurred~~Sono Motors Finance B.V. Also on ~~February~~November 627, ~~2024~~2020, ~~for~~Sono ~~approximately~~Motors $4Finance B.3V. ~~million~~was ~~and~~converted ~~the~~into ~~funding~~a ofpublic ~~the~~company ~~second~~with ~~tranche~~limited ofliability ~~the~~under ~~Yorkville~~Dutch ~~Restructuring~~law ~~Investment~~ (~~the~~naamloze ~~“Second Tranche”~~vennootschap) ~~took~~, ~~place~~and onchanged ~~August~~its ~~30,~~legal ~~2024~~name ~~for~~from ~~approximately~~Sono ~~$3.3~~Motors ~~million~~Finance B.V. ~~For~~to ~~more~~Sono ~~information~~Group onN.V. ~~the~~The ~~Yorkville~~Company ~~Restructuring~~is ~~Investment~~incorporated ~~and~~in the ~~transactions~~Netherlands ~~contemplated~~ and ~~entered~~our ~~into~~business inaddress ~~connection~~is ~~therewith~~Waldmeisterstraße 93, ~~see~~80935 ~~“Item~~Munich, 1Germany. ~~Business—Financing Arrangements with Yorkville—The Yorkville Restructuring Investment”.~~

On ~~December~~September 304, ~~2024~~2025, the Company ~~and~~received ~~Yorkville~~notice ~~committed~~from ~~to a new financing arrangement and entered into~~ the ~~Securities~~Nasdaq ~~Purchase~~Stock ~~Agreement,~~Market ~~pursuant~~LLC ~~to which Yorkville committed to provide limited financing to the Company in the amount of $5 million~~ (~~the~~ “~~Yorkville Commitment~~Nasdaq”), ~~subject to certain conditions and limitations, including the Company’s receipt of notice from Nasdaq~~ that ~~the~~our ~~Company~~Ordinary ~~has~~Shares ~~met~~have ~~all~~been ~~the~~approved ~~applicable requirements~~ for listing ~~of the Ordinary Shares~~ on ~~the~~ Nasdaq ~~Capital Market~~. On February 12, 2025, the Company and Yorkville amended the Securities Purchase Agreement by way of the First Omnibus Amendment (as defined herein), which provided for, among other things, an immediate advance of $1,000,000 of the Yorkville Commitment in the form of the First Advance Debenture (as defined herein). The ~~commitments~~Ordinary ~~made~~Shares bycommenced ~~Yorkville~~trading inon ~~the~~Nasdaq ~~Securities~~Capital ~~Purchase~~Market ~~Agreement and the First Omnibus Amendment effectively satisfy any and all obligations of the Investor to provide additional funding to the Company under the Funding Commitment Letter. Subsequently,~~ on ~~March~~September 255, 2025, ~~pursuant~~under to the ~~Third~~ticker ~~Omnibus~~symbol Amendment (as defined herein), Yorkville provided a second immediate advance of $1,000,000 in the form of the Second Advance Debenture (as defined herein). For more information on the Yorkville Commitment, see “~~Item 1. Business—Financing Arrangements with Yorkville—The Yorkville Commitment~~SSM”.

IfFollowing weour ~~are~~initial ~~not~~public ~~able~~offering to(our ~~successfully~~“IPO”) ~~access~~in November 2021, our Ordinary Shares were traded on the ~~unfunded~~Nasdaq ~~portion~~Global ofMarket under the ~~Yorkville~~symbol ~~Commitment~~“SEV”. asOn ~~planned~~July 12, in2023 and August 28, 2023, we received notices from Nasdaq stating that the ~~absence~~staff of ~~substantial~~the ~~additional~~Listing ~~sources~~Qualifications ofDepartment ~~external~~(the ~~funding,~~“Staff”) wehad ~~would~~determined that our Ordinary Shares will be ~~required~~delisted tofrom ~~curtail~~the ~~our~~Nasdaq ~~operations,~~Global ~~which~~Market ~~could~~in ~~adversely~~accordance ~~affect~~with Nasdaq’s Listing Rules and notifying us of the suspension in trading of our Ordinary Shares as of the opening of business on July 21, ~~results~~2023. Following our appeal of ~~operations~~the Staff’s determination, ~~financial~~we ~~position~~received ~~and~~a ~~cash~~decision ~~flows~~of ~~and~~the ~~may~~Nasdaq ~~ultimately~~Hearings ~~lead~~Panel (the “Panel”) on December 11, 2023, advising us that the Panel had determined to ~~insolvency~~delist ~~and~~our ~~liquidation.~~Ordinary ~~See~~Shares ~~“Item~~from 1ANasdaq. ~~Risk~~On ~~Factors—Risks~~February ~~Related~~15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the SEC to complete the ~~Yorkville~~delisting. ~~Commitment~~As a result, ~~the~~on ~~Debt~~July ~~Conversion~~2, ~~and~~2024, our ~~former~~Ordinary ~~Self-Administration~~Shares ~~Proceedings—If~~commenced quoting on the ~~Company~~OTCQB isunder ~~not~~the ~~able~~ticker tosymbol ~~access~~“SEVCF.” Following the ~~unfunded~~Reverse ~~portion~~Share ofSplit (as defined below), we successfully pursued the ~~Yorkville~~uplisting ~~Commitment~~of ~~and~~our ~~implement~~Ordinary Shares to the ~~Debt~~Nasdaq ~~Conversion~~Capital Market as ~~contemplated~~described inabove. ~~the~~There ~~Exchange~~is ~~Agreement~~no assurance, inhowever, ~~the~~that ~~absence~~we ofwill ~~substantial~~be ~~additional~~able ~~sources~~to satisfy the continued listing requirements of ~~external~~the ~~funding,~~Nasdaq weCapital ~~would~~Market. beSee ~~required~~“Risk Factors—Risks Related to ~~curtail~~Our Securities—Following the listing of our ~~operations,~~Ordinary ~~which~~Shares ~~could~~on ~~adversely~~the ~~affect~~Nasdaq ~~our~~Capital ~~business,~~Market ~~results~~in ofSeptember ~~operations~~2025, ~~financial~~we ~~position~~may ~~and~~not ~~cash~~be ~~flows~~able to meet the continuing listing requirements of the Nasdaq Capital Market and therefore may ~~ultimately~~not ~~lead~~be able to ~~insolvency~~have ~~and~~our ~~liquidation~~Ordinary Shares traded on Nasdaq or other national stock exchange in the future”.

~~Financing~~On ~~Arrangements~~December ~~with~~23, ~~Yorkville~~2024, the Company amended its articles of association to implement a reverse share split (the “Reverse Share Split”) of our Ordinary Shares and high voting shares (the “High Voting Shares”) at a ratio of 1-for-75. The Reverse Share Split was previously approved by the Company’s shareholders at the extraordinary general meeting of the Company held on January 31, 2024 (the “January 2024 EGM”). The Reverse Share Split took market effect on January 6, 2025, following confirmation from the Financial Industry Regulatory Authority (“FINRA”) that it had received and reviewed all necessary documentation to process the Reverse Share Split.

The Former Self-Administration Proceedings, the Yorkville Restructuring Investment and the Yorkville Commitment

InOn ~~mid-November~~May ~~2023~~15, ~~in the context of the former Self-Administration Proceedings and in connection with the First Commitment~~2023, ~~the~~based ~~Companies~~on ~~and~~management’s ~~Yorkville~~conclusion ~~entered~~that ~~into~~ the ~~Yorkville Investment Agreements. In addition to the Restructuring Agreement between the~~ Company ~~and Yorkville, which~~ was ~~amended~~over-indebted ~~on February 2, 2024~~ and ~~February~~faced 5,impending ~~2024,~~illiquidity ~~the agreements included~~ (i)drohende ~~an agreement between the Company and the Subsidiary pursuant to which a settlement amount was agreed for intercompany claims (the “Settlement Agreement”~~Zahlungsunfähigkeit), ~~(ii) an agreement between~~ the Company ~~and~~applied ~~the Subsidiary relating~~ to the ~~satisfaction~~insolvency ofcourt ~~intercompany claims, the further financing~~ of the ~~Subsidiary~~local bycourt ~~the Company and key aspects~~ of ~~the~~Munich, ~~Subsidiary~~Germany ~~Self-Administration Proceedings and the Plan~~ (the “~~Continuation Agreement~~Court”), ~~(iii)~~to ~~the~~permit ~~Funding Commitment Letter, as subsequently amended, between~~ the ~~Company~~opening ~~and~~of ~~Yorkville~~a ~~pursuant~~self-administration toproceeding ~~which~~(Eigenverwaltung) ~~Yorkville~~with ~~committed~~respect to ~~provide~~ the Company ~~with~~pursuant ~~sufficient financial resources~~ to ~~fund~~Section ~~the~~270 ~~business~~(b) ~~operations~~ of the ~~Companies~~German ~~pursuant~~Insolvency toCode ~~an agreed upon budget,~~ (ivInsolvenzordnung). anOn ~~agreement between~~ the ~~Company~~same day and ~~Yorkville~~for tothe ~~postpone~~same reason, the ~~repayment~~Subsidiary ~~date~~applied ofto the ~~convertible~~Court ~~debentures~~to ~~with~~permit anthe ~~aggregate~~opening ~~principal amount~~ of ~~$31.1~~a ~~million~~self-administration ~~issued~~proceeding byin the ~~Company~~form toof ~~Yorkville~~a inprotective ~~December~~shield ~~2022~~proceeding (~~the~~Schutzschirmverfahren) ~~“2022~~with ~~Convertible~~respect ~~Debentures”)~~ to ~~July~~the 1,Subsidiary ~~2025,~~pursuant ~~with~~Section ~~the~~270 ~~possibility~~(d) of ~~further~~the ~~extensions~~German atInsolvency ~~Yorkville’s~~Code ~~discretion~~ (collectively, the “~~Prolongation~~Self-Administration ~~Agreement~~Proceedings”),. ~~(v)~~On anMay ~~agreement between the Sono Group founders~~17, ~~Laurin~~2023 ~~Hahn~~ and ~~Jona~~May ~~Christians~~19, ~~(the “Founders”)~~2023, the ~~Company~~Court ~~and~~admitted the ~~Subsidiary~~opening ~~pursuant to which the Companies were entitled to request that each~~ of ~~the~~Self-Administration ~~Founders~~Proceedings ~~enters~~on ~~into~~ a ~~share~~preliminary ~~sale~~basis ~~and transfer agreement~~ (the “~~Sale~~Preliminary ~~and~~Self-Administration ~~Transfer Agreements~~Proceedings”) ~~under~~with ~~the~~respect ~~terms~~to ~~of which~~ the ~~respective~~Company ~~Founder would sell~~ and ~~transfer,~~the ~~if so requested~~Subsidiary, arespectively. ~~portion~~On ofSeptember ~~their~~1, ~~Ordinary~~2023, ~~Shares to a trustee to be appointed for~~ the ~~benefit~~Court ofopened the ~~Subsidiary’s~~Self-Administration ~~creditors~~Proceedings ~~and~~with arespect ~~portion of their Ordinary Shares and all of their High Voting Shares~~ to the ~~new~~Subsidiary ~~members of the management board to be appointed for the Company~~ (the “~~Shareholders~~Subsidiary ~~Commitment~~Self-Administration ~~Letter~~Proceedings”),. ~~(vi)~~On ~~Sale~~January ~~and~~31, ~~Transfer~~2024, ~~Agreements~~the ~~executed~~Subsidiary bywithdrew ~~each~~its ofapplication ~~the~~for ~~Founders~~Preliminary toSelf-Administration ~~carry~~Proceedings. ~~out~~The ~~the~~Subsidiary ~~transfers~~exited ~~contemplated~~its inSelf-Administration ~~the~~Proceedings ~~Shareholders~~on ~~Commitment~~February ~~Letter~~29, ~~and~~2024 ~~(vii)~~via aits ~~back-to-back~~plan ~~letter~~under ~~of comfort from~~ the ~~Company~~German toInsolvency Code (the ~~Subsidiary~~“Plan”), which ~~was~~set ~~subsequently~~out ~~amended~~how ~~on May 8, 2024, to provide funding for~~ the Subsidiary’s ~~business~~intended ~~operations,~~to ~~with~~restructure anits ~~initial~~debt ~~focus~~and onprocure the ~~Solar~~inflow ~~Bus~~of ~~Kit~~new ~~and~~cash, ~~similar~~including ~~retrofit~~pursuant ~~solar~~to ~~products~~a ~~(as~~funding ~~amended~~commitment from ~~time~~Yorkville toin ~~time,~~ the ~~“Back-to-Back~~form ~~Letter~~ of ~~Comfort”). The funds to be provided under~~ the ~~Back-to-Back~~Yorkville ~~Letter~~Restructuring ofInvestment ~~Comfort~~(as ~~are~~defined ~~provided by way of intercompany loans~~herein).

20 17

~~Pursuant~~In tomid-November ~~the~~2023, ~~Yorkville~~in ~~Investment Agreements and following~~ the ~~satisfaction~~context of ~~certain~~the ~~conditions~~former ~~precedent~~Self-Administration Proceedings, ~~Yorkville funded~~ the ~~First~~Company ~~Tranche~~and ofYorkville ~~€4.0~~entered ~~million,~~into orcertain ~~approximately~~investment-related ~~USD~~agreements ~~4.3~~that ~~million,~~became effective on ~~February~~November 620, ~~2024.~~2023 On(such ~~August~~agreements 30collectively, ~~2024,~~the “Yorkville ~~funded~~Investment ~~the Second Tranche of €3.0 million~~Agreements”), orpursuant ~~approximately~~to ~~USD~~which ~~3.3~~Yorkville ~~million.~~committed ~~Under~~to ~~the~~provide ~~terms~~financing ofto the ~~Funding Commitment Letter~~Company, ~~Yorkville~~subject ~~had committed~~ to ~~secure~~ the ~~financing of the~~ Companies’ ~~expected~~continued ~~operational~~compliance ~~costs~~with ~~through~~ the ~~end~~terms of the ~~second~~Yorkville ~~quarter~~Investment ofAgreements. ~~2025,~~Among ~~with~~other ~~financings~~Yorkville ~~being~~Investment ~~provided~~Agreements, bythe ~~way~~Company ofand ~~new~~Yorkville ~~interest-bearing~~entered ~~convertible~~into ~~debentures.~~a ~~The~~restructuring ~~new~~agreement ~~convertible~~(as ~~debentures~~amended ~~issued~~from time to ~~Yorkville~~time, onthe ~~February~~“Restructuring 5,Agreement”) ~~2024~~ and ~~August~~a ~~30,~~funding ~~2024~~commitment inletter ~~connection~~(as ~~with~~amended ~~the~~from ~~fundings~~time ofto time, the ~~First~~“Funding ~~Tranche~~Commitment ~~and~~Letter”), ~~Second~~pursuant ~~Tranche~~to ~~will~~which ~~mature~~Yorkville oncommitted ~~July~~to 1,provide ~~2025~~limited ~~and~~financing ~~August~~to ~~20,~~the ~~2025,~~Company ~~respectively~~(the “First Commitment”). On ~~December~~April 30, 2024, the Company and Yorkville ~~committed~~entered into an amendment to athe ~~new~~Funding ~~financing~~Commitment ~~arrangement~~Letter, inpursuant ~~the~~to ~~form~~which ofYorkville committed additional financing to the ~~Yorkville~~Company ~~Commitment~~(the ~~that~~“Second ~~replaces,~~Commitment” and ~~satisfies,~~together ~~Yorkville’s~~with ~~remaining~~the ~~obligations~~First ~~under~~Commitment, the ~~Funding~~“Yorkville ~~Commitment~~Restructuring ~~Letter~~Investment”). The ~~advance~~funding ~~fundings~~of ~~from~~the ~~Yorkville~~first intranche ~~2025~~of in the ~~form~~Yorkville ofRestructuring Investment (the “First ~~Advance~~Tranche”) ~~Debenture~~occurred on February 6, 2024 for approximately $4.3 million and the ~~Second~~funding ~~Advance~~of ~~Debenture~~the ~~were~~second ~~provided~~tranche inof ~~connection~~the ~~with~~Yorkville Restructuring Investment (the ~~new~~“Second ~~funding~~Tranche”) took ~~arrangement~~place on August 30, 2024 for approximately $3.3 million. For more information on the Yorkville ~~Commitment~~Restructuring Investment and the transactions contemplated and entered into in connection therewith, see “Item 1. Business—Financing Arrangements with Yorkville—The Yorkville ~~Commitment~~Restructuring Investment”.

InOn ~~accordance~~December ~~with~~30, 2024, the ~~Settlement~~Company and Yorkville committed to a new financing arrangement and entered into the Securities Purchase Agreement, pursuant to which Yorkville committed to provide limited financing to the Company ~~transferred~~in orthe ~~will~~amount ~~transfer~~of ~~funds~~$5 million (the “Yorkville Commitment”), subject to certain conditions and limitations, including the ~~Trustee~~Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market. On February 12, 2025, the Company and Yorkville amended the Securities Purchase Agreement by way of the First Omnibus Amendment (as defined herein), which provided for, among other things, an immediate advance of $1,000,000 of the Yorkville Commitment in ~~settlement~~the form of the ~~intercompany~~First ~~claims~~Debenture ~~owed~~(as defined herein). The commitments made by Yorkville in the Securities Purchase Agreement and the First Omnibus Amendment effectively satisfy any and all obligations of the Investor to provide additional funding to the Company under the Funding Commitment Letter. Subsequently, on March 25, 2025, pursuant to the ~~Subsidiary~~Third Omnibus Amendment (as defined herein), Yorkville provided a second immediate advance of $1,000,000 in the form of the Second Debenture (as defined herein). InOn ~~turn~~April 24, 2025, pursuant to the ~~Subsidiary~~Fourth ~~waived~~Omnibus ~~all~~Amendment ~~claims~~(as ~~that~~defined herein), Yorkville provided a third immediate advance of $500,000 in the ~~Subsidiary~~form ~~had~~of orthe ~~may~~Third ~~have~~Debenture ~~against~~(as defined herein). On May 26, 2025, pursuant to the ~~Company~~Fifth ~~arising~~Omnibus ~~from~~Amendment ~~intercompany~~(as ~~claims~~defined orherein), ~~from~~Yorkville ~~either~~provided a fourth immediate advance of ~~two~~$750,000 ~~hard~~in ~~comfort~~the ~~letters~~form ~~issued~~of bythe Fourth Debenture (as defined herein). On August 6, 2025, pursuant to the ~~Company~~Eighth ~~for~~Omnibus Amendment (as defined herein), Yorkville provided a fifth immediate advance of $190,000 in the ~~benefit~~form of the ~~Subsidiary~~Fifth Debenture (as defined herein). ~~Payment~~On August 15, 2025, pursuant to the Ninth Omnibus Amendment (as defined herein), Yorkville provided a sixth immediate advance of $350,540 in the ~~settlement~~form ~~amount~~of the Sixth Debenture (as defined herein). On September 5, 2025, pursuant to the Tenth Omnibus Amendment (as ~~well~~defined herein), the Company and Yorkville agreed to, among other things, to (1) increase the aggregate principal amount of the New Convertible Debenture (as ~~payments~~defined herein) by an additional $2,200,000 for a total of ~~funds~~$7,200,000, ~~that~~(2) ~~belong~~provide for an immediate advance by Yorkville to the Company’s ~~creditors~~of ~~are~~$3,409,460 ~~ultimately~~in ~~processed~~the byform ~~Bambino~~of ~~255~~the Seventh Debenture (as defined herein). VOn VSeptember UG5, 2025, pursuant to an ~~entity~~Exchange ~~established~~Agreement, toas ~~serve~~amended, and as a ~~trustee~~result of the receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the ~~benefit~~Ordinary Shares on the Nasdaq Capital Market on September 4, 2025, the Company issued 1,401 Preferred Shares to Yorkville solely in exchange for the surrender and cancellation of all of the ~~Subsidiary’s~~debentures ~~creditors~~held by Yorkville, including the 2022 Debentures (as defined herein), the new convertible debentures issued to Yorkville on February 5, 2024 and August 30, 2024 (the “~~Trustee~~2024 Debentures”), the Seventh Debenture and all of the other Advance Debentures (as defined herein). The Preferred Shares are convertible into Ordinary Shares at 85% of the lowest daily volume weighted average price of the Ordinary Shares during the 10 consecutive trading days immediately preceding the conversion date. As part of the commitment, Yorkville has agreed to a conversion price floor of $4.00 for six months and $1.00 thereafter. For more information on the Yorkville Commitment, see “Item 1. Business—Financing Arrangements with Yorkville—The Yorkville Commitment”.

~~Under~~Financing ~~the~~Arrangements ~~Yorkville Investment Agreements, starting December 1, 2023, the Subsidiary became obligated to finance its business operations in accordance~~ with ~~the budget agreed with~~ Yorkville. Following the satisfaction of the closing conditions set forth in the Yorkville Investment Agreements (the “Closing”), (i) Yorkville became obligated to pay the First Tranche to the Company at the Closing, (ii) the Company became obligated to reimburse the Subsidiary’s insolvency estate for the continuation costs incurred for the period from December 1, 2023 to the date of Closing and (iii) the Company became obligated to finance the business operations of the Subsidiary until the end of the fiscal year 2024, both in accordance with the budget agreed with Yorkville. Pursuant to the terms of the Back-to-Back Letter of Comfort, the Company became obligated to provide funds to the Subsidiary (subject to the availability of such funds at the Company level) of up to approximately €7.2 million by way of intercompany loan(s). The first funding under the Back-to-Back Letter of Comfort occurred immediately after Closing and amounted to €3.0 million. Subsequent funding under the Back-to-Back Letter of Comfort amounting to €1.0 million, €2.2 million, €300,000 and €420,000 were made on May 23, 2024, September 2, 2024, February 12, 2025 and March 25, 2025, respectively. These intercompany loans became secured loans to the Subsidiary during 2024 as the Subsidiary entered into a cross guarantee with Yorkville, pursuant to which Yorkville became the beneficiary of the amounts loaned to the Subsidiary by the Company.

21 The Yorkville Restructuring Investment

In mid-November 2023, in the context of the former Self-Administration Proceedings and in connection with the ~~Yorkville~~First ~~Restructuring Investment~~Commitment, the ~~Founders~~Companies and Yorkville entered into ~~respective~~the ~~Sale~~Yorkville Investment Agreements. In addition to the Restructuring Agreement between the Company and ~~Transfer~~Yorkville, ~~Agreements~~which was amended on February 2, 2024 and February 5, 2024, the agreements included (i) an agreement between the Company and the Subsidiary pursuant to which ~~they~~a settlement amount was agreed tofor ~~cumulatively~~intercompany ~~transfer~~claims 13(the “Settlement Agreement”),~~306,249~~ ~~Ordinary~~(ii) ~~Shares~~an toagreement between the ~~Trustee.~~Company ~~The~~and ~~transfer~~the ofSubsidiary relating to the ~~Ordinary~~satisfaction ~~Shares~~of tointercompany claims, the ~~Trustee~~further ~~was~~financing ~~reflected~~of inthe Subsidiary by the Company’s ~~share~~and ~~register~~key onaspects ~~June~~of 5the Subsidiary Self-Administration Proceedings and the Plan (the “Continuation Agreement”), ~~2024.~~(iii) ~~Following~~the ~~expiration~~Funding ofCommitment aLetter, ~~lock-up~~as ~~agreement~~subsequently amended, between the ~~Trustee~~Company isand ~~now~~Yorkville ~~entitled~~pursuant to ~~sell~~which ~~its~~Yorkville ~~shares,~~committed ~~subject~~to provide the Company with sufficient financial resources to ~~certain~~fund ~~volume~~the ~~restrictions~~business operations of the Companies pursuant to an agreed ~~with~~upon ~~Yorkville~~budget, ~~and~~(iv) ~~the~~an ~~proceeds~~agreement ~~from~~between ~~any~~the ~~such~~Company ~~sales~~and ~~will~~Yorkville beto ~~used~~postpone tothe ~~satisfy~~repayment ~~claims~~date of the ~~Subsidiary’s~~convertible ~~creditors~~debentures with an aggregate principal amount of $31.1 ~~Whether~~million ~~and~~issued by the Company to ~~what~~Yorkville ~~extent~~in ~~such~~December ~~sale~~2022 ~~proceeds~~(the ~~can~~“2022 beDebentures”) ~~realized~~to ~~will~~July ~~depend~~1, on2025, awith ~~number~~the possibility of ~~factors~~further extensions at Yorkville’s discretion (the “Prolongation Agreement”), ~~including~~(v) an agreement between the Sono Group founders, ~~among~~Laurin ~~others~~Hahn and Jona Christians (the “Founders”), the ~~performance~~Company ofand the ~~Company's~~Subsidiary ~~share~~pursuant ~~price.~~to ~~Currently,~~which itthe isCompanies ~~not~~were ~~possible~~entitled to ~~reliably~~request ~~forecast~~that ~~whether~~each ~~and~~of tothe ~~what~~Founders ~~extent~~enters ~~such~~into a share sale ~~proceeds~~and ~~can~~transfer beagreement ~~expected.~~(the In“Sale ~~addition,~~and Transfer Agreements”) under the terms of ~~their~~which the respective ~~Sale~~Founder would sell and ~~Transfer~~transfer, ~~Agreements~~if so requested, ~~the~~a ~~Founders~~portion ~~agreed~~of their Ordinary Shares to ~~cumulatively~~a ~~transfer~~trustee ~~17,306,251~~to be appointed for the benefit of the Subsidiary’s creditors and a portion of their Ordinary Shares and all of their ~~cumulative 3,000,000~~ High Voting Shares to ~~SVSE~~the ~~LLC,~~new amembers ~~Delaware~~of ~~limited~~the ~~liability~~management ~~company~~board to be appointed for the Company (the “~~SVSE~~Shareholders Commitment Letter”), ~~whose~~(vi) ~~sole~~Sale ~~member~~and isTransfer ~~George~~Agreements ~~O’Leary,~~executed ~~the~~by ~~Company’s~~each ~~Chief~~of ~~Executive~~the ~~Officer~~Founders ~~and~~to ~~sole~~carry ~~Managing~~out ~~Director.~~the ~~The~~ transfers ofcontemplated in the ~~High~~Shareholders ~~Voting~~Commitment ~~Shares~~Letter, and ~~the~~(vii) ~~Ordinary~~a ~~Shares~~ back-to-back ~~SVSE~~letter ~~were~~of ~~reflected~~comfort infrom the Company’s ~~share~~to ~~register~~the Subsidiary, which was subsequently amended on ~~February~~May 18, 2024, ~~and~~to ~~March~~provide 25funding for the Subsidiary’s business operations, ~~2024~~with an initial focus on the Solar Bus Kit and similar retrofit solar products (as amended from time to time, ~~respectively~~the “Back-to-Back Letter of Comfort”). The funds provided under the Back-to-Back Letter of Comfort were provided by way of intercompany loans.

Under the terms of the Yorkville Investment Agreements, cash available to the Subsidiary and the proceeds from any sale of the Subsidiary’s assets that do not belong to the Subsidiary’s third-party vehicle solar integration business, including any proceeds from a future sale of the Sion program, may be used to cover the costs of the Subsidiary Self-Administration Proceedings and to satisfy claims of the Subsidiary’s creditors.18

InPursuant ~~accordance~~to ~~with~~ the Yorkville Investment Agreements, ~~the~~and ~~Company~~following ~~convened its annual general meeting on December 29, 2023 (~~the ~~“2023~~satisfaction ~~AGM”),~~of ascertain ~~well~~conditions ~~as the January 2024 EGM~~precedent, toYorkville ~~submit~~funded ~~certain agenda items for shareholder votes. Pursuant to~~ the ~~terms~~First ofTranche ~~the Shareholders Commitment Letter, each Founder in his respective capacity as a shareholder~~ of ~~the~~€4.0 ~~Company~~million, ~~either in person~~ or ~~represented~~approximately byUSD ~~proxy~~4.3 million, ~~exercised the voting rights~~ on ~~all~~February ~~the~~6, ~~shares in the capital of the Company held by such Founder in favor of all proposed resolutions at both the 2023 AGM and the January~~ 2024 ~~EGM~~. ~~The~~On ~~following~~August ~~agenda items~~30, ~~among others~~2024, ~~were~~Yorkville ~~proposed~~funded ~~and approved at~~ the ~~January~~Second ~~2024~~Tranche ~~EGM:~~of ~~(1)~~€3.0 amillion, ~~proposal~~or toapproximately ~~effect~~USD a3.3 ~~reverse~~million. ~~share~~Under ~~split of~~ the ~~Ordinary~~terms ~~Shares~~of ~~and~~ the ~~High~~Funding ~~Voting~~Commitment ~~Shares~~Letter, atYorkville anhad ~~exchange~~committed ~~ratio~~ to besecure ~~determined~~the ~~and~~financing ~~established~~of by the ~~Company~~Companies’s ~~management~~expected ~~board;~~operational ~~(2)~~costs athrough ~~proposal to reduce~~ the ~~nominal~~end ~~value~~of ~~per Ordinary Share to €0.01 per Ordinary Share (after giving full effect to~~ the ~~aforementioned~~second ~~reverse~~quarter ~~share~~of ~~split)~~2025, ~~without~~with ~~repayment~~financings orbeing ~~any~~provided ~~other payment~~ by ~~the~~way ~~Company~~of tonew ~~the~~interest-bearing ~~shareholders;~~convertible ~~(3)~~debentures. aThe ~~proposal~~Company toissued ~~reduce~~ the ~~nominal~~2024 ~~value~~Debentures ~~per High Voting Share~~ to ~~€0.25~~Yorkville ~~per~~on ~~High~~February ~~Voting~~5, ~~Share~~2024 ~~(after~~and ~~giving~~August ~~full~~30, ~~effect~~2024, towith ~~the~~maturity ~~aforementioned~~dates ~~reverse~~of ~~share~~July ~~split)~~1, ~~without~~2025 ~~repayment or any other payment by the Company to shareholders;~~ and ~~(4)~~August a20, ~~proposal~~2025, ~~to authorize one or more amendments to the Company’s articles of association~~respectively, in ~~such~~connection ~~a manner that,~~ with ~~each amendment,~~ the ~~authorized~~fundings ~~capital~~ of the ~~Company~~First isTranche ~~amended~~and toSecond ~~facilitate~~Tranche. ~~the~~On ~~issue~~December ~~shares~~30, ~~under~~2024, the ~~2022~~Company ~~Convertible Debentures~~ and ~~the~~Yorkville ~~subsequent~~committed ~~convertible debentures issued~~ to ~~Yorkville.~~a ~~The~~new ~~measures~~financing ~~identified~~arrangement in ~~clauses~~the ~~(1)~~form ~~- (3)~~ of the ~~preceding~~Yorkville ~~sentence~~Commitment ~~were~~that ~~implemented in December 2024 in connection with the Reverse Share Split~~replaces, ~~except that the nominal value our Ordinary Shares was reduced to €0.02 per Ordinary Share~~ and ~~the nominal value of our High Voting Shares was reduced to €0.50 per High Voting Share~~satisfies, ~~which~~Yorkville’s ~~was~~remaining ~~necessary~~obligations ~~for~~under the ~~Company~~Funding toCommitment ~~remain~~Letter. ~~compliant~~The ~~with~~advance ~~Dutch~~fundings ~~mandatory~~from ~~corporate~~Yorkville ~~law~~in ~~provisions~~2025 in ~~respect of minimum capital requirements. Following~~ the ~~satisfaction~~form of the ~~conditions~~Advance ~~precedent~~Debentures towere ~~the~~provided ~~Debt~~in ~~Conversion~~full ~~and~~ in connection with the ~~creation~~new ~~and~~funding ~~issuance~~arrangement, ~~of the Preferred Shares (~~as ~~defined herein), it is the Company’s intention to lower the nominal value of each Ordinary Share from €0~~amended.02 ~~per~~For ~~Ordinary~~more ~~Share~~information toon ~~€0.01 per Ordinary Share and~~ the ~~nominal~~Yorkville ~~value~~Commitment, ofsee ~~each~~“Item ~~High Voting Share from €0~~1.50 ~~per~~Business—Financing ~~High~~Arrangements ~~Voting~~with ~~Share~~Yorkville—The toYorkville €0Commitment”.~~25 per High Voting Share and therewith to fully implement and perfect the items (2) and (3).~~

~~The~~In ~~Yorkville~~accordance ~~Commitment~~with the Settlement Agreement, the Company transferred or will transfer funds to the Trustee (as defined herein) in settlement of the intercompany claims owed by the Company to the Subsidiary. In turn, the Subsidiary waived all claims that the Subsidiary had or may have against the Company arising from intercompany claims or from either of two hard comfort letters issued by the Company for the benefit of the Subsidiary. Payment of the settlement amount, as well as payments of funds that belong to the Company’s creditors are ultimately processed by Bambino 255. V V UG, an entity established to serve as a trustee for the benefit of the Subsidiary’s creditors (the “Trustee”).

InUnder ~~late~~the Yorkville Investment Agreements, starting December ~~2024~~1, 2023, the ~~Company~~Subsidiary ~~and~~became obligated to finance its business operations in accordance with the budget agreed with Yorkville. ~~entered~~Following ~~into~~the asatisfaction ~~securities~~of ~~purchase~~the ~~agreement~~closing (conditions set forth in the ~~“Securities~~Yorkville ~~Purchase~~Investment ~~Agreement~~Agreements (the “Closing”), ~~pursuant~~(i) Yorkville became obligated to ~~which~~pay the First Tranche to the Company ~~agreed~~at the Closing, (ii) the Company became obligated to ~~sell~~reimburse ~~and~~the ~~issue~~Subsidiary’s insolvency estate for the continuation costs incurred for the period from December 1, 2023 to ~~Yorkville~~the adate ~~new~~of ~~convertible~~Closing ~~debenture~~and (iii) the ~~“New~~Company ~~Commitment~~became ~~Debenture”)~~obligated into finance the ~~aggregate~~business ~~principal~~operations ~~amount~~of the Subsidiary until the end of $5the ~~million~~fiscal year 2024, both in accordance with the budget agreed with Yorkville. ~~The~~Pursuant ~~issuance~~to ~~and~~the ~~sale~~terms of the ~~New~~Back-to-Back ~~Commitment~~Letter ~~Debenture~~of isComfort, the Company became obligated to provide funds to the Subsidiary (subject to ~~certain~~the ~~conditions~~availability ~~and~~of ~~limitations,~~such ~~including~~funds at the Company’ level) of up to approximately €7.2 million by way of intercompany loan(s). ~~receipt~~The first funding under the Back-to-Back Letter of ~~notice~~Comfort ~~from~~occurred ~~Nasdaq~~immediately ~~that~~after Closing and amounted to €3.0 million. Subsequent funding under the ~~Company~~Back-to-Back ~~has~~Letter ~~met~~of ~~all~~Comfort amounting to €1.0 million, €2.2 million, €300,000 and €420,000 were made on May 23, 2024, September 2, 2024, February 12, 2025 and March 25, 2025, respectively. These intercompany loans became secured loans to the ~~applicable~~Subsidiary ~~requirements~~during ~~for~~2024 ~~listing~~as the Subsidiary entered into a cross guarantee with Yorkville, pursuant to which Yorkville became the beneficiary of the ~~Ordinary~~amounts ~~Shares~~loaned onto the ~~Nasdaq~~Subsidiary ~~Capital~~by ~~Market~~the Company.

The New Commitment Debenture, when issued, will mature on the one-year anniversary of the issuance date of the New Commitment Debenture. Further, interest will accrue on the outstanding principal balance of the New Commitment Debenture at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the New Commitment Debenture) for so long as such Event of Default remains uncured. Yorkville will have the right to convert the New Commitment Debenture into Ordinary Shares at the lower of (x) a price per Ordinary Share equal to $18.75 (as adjusted for the Reverse Share Split) (the “Fixed Conversion Price”) or (y) 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Conversion Price”); provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the New Commitment Debenture) then in effect and the nominal value of one Ordinary Share.19

22 In connection with the Yorkville Restructuring Investment, the Founders entered into respective Sale and Transfer Agreements, pursuant to which they agreed to cumulatively transfer 177,417 Ordinary Shares to the Trustee. The transfer of the Ordinary Shares to the Trustee was reflected in the Company’s share register on June 5, 2024. Following expiration of a lock-up agreement, the Trustee is now entitled to sell its shares, subject to certain volume restrictions agreed with Yorkville, and the proceeds from any such sales will be used to satisfy claims of the Subsidiary’s creditors. Whether and to what extent such sale proceeds can be realized will depend on a number of factors, including, among others, the performance of the Company's share price. Currently, it is not possible to reliably forecast whether and to what extent such sale proceeds can be expected. In addition, under the terms of their respective Sale and Transfer Agreements, the Founders agreed to cumulatively transfer 230,751 Ordinary Shares and all of their cumulative 40,000 High Voting Shares to SVSE LLC, a Delaware limited liability company (“SVSE”), whose sole member is George O’Leary, the Company’s Chief Executive Officer and sole Managing Director. The transfers of the High Voting Shares and the Ordinary Shares to SVSE were reflected in the Company’s share register on February 1, 2024 and March 25, 2024, respectively.

OnUnder ~~December~~the ~~30,~~terms ~~2024,~~of the ~~Company and~~ Yorkville ~~also~~Investment ~~entered into an exchange agreement (the “Exchange Agreement”)~~Agreements, ~~pursuant~~cash available to ~~which~~ the ~~Company~~Subsidiary ~~agreed,~~and ~~subject to~~ the ~~satisfactions~~proceeds offrom ~~certain~~any ~~conditions~~sale ~~precedent, to issue 1,242 shares~~ of ~~preferred stock of~~ the ~~Company~~Subsidiary’s ~~(the~~assets ~~“Preferred~~that ~~Shares”),~~do ~~each~~not ~~with~~belong ~~a nominal value of €300,~~ to ~~Yorkville solely in exchange for~~ the ~~surrender~~Subsidiary’s ~~and~~third-party ~~cancellation~~vehicle ofsolar ~~all~~integration ~~of the debentures held by Yorkville~~business, including ~~the~~any ~~2022~~proceeds ~~Convertible~~from ~~Debentures,~~a ~~the~~future ~~new~~sale ~~convertible~~of ~~debentures issued to Yorkville on February 5, 2024 and August 30. 2024 (~~the ~~“2024~~Sion ~~Debentures”)~~program, ~~the~~may ~~New~~be ~~Commitment~~used ~~Debenture~~to ~~(if~~cover ~~issued) and~~ the ~~Advance~~costs ~~Debentures (as defined herein) (the “Debt Conversion”). The closing~~ of the ~~transactions~~Subsidiary ~~contemplated~~Self-Administration byProceedings ~~the~~and ~~Exchange Agreement are subject~~ to ~~certain~~satisfy ~~conditions~~claims ~~precedent,~~of ~~including~~ the ~~Company~~Subsidiary’s ~~receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market~~creditors.

OnIn ~~February~~accordance ~~12,~~with ~~2025,~~ the ~~Company and~~ Yorkville ~~entered~~Investment ~~into~~Agreements, the ~~into~~Company anconvened ~~Omnibus~~its ~~Amendment~~annual togeneral ~~Transaction~~meeting ~~Documents~~on December 29, 2023 (the “~~First~~2023 ~~Omnibus Amendment~~AGM”), ~~pursuant~~as towell ~~which~~as the ~~parties~~January ~~agreed~~2024 EGM, to ~~modify~~submit certain agenda items for shareholder votes. Pursuant to the terms of the ~~Securities~~Shareholders ~~Purchase~~Commitment ~~Agreement to~~Letter, ~~among~~each ~~other~~Founder ~~things,~~in ~~(i)~~his ~~provide~~respective ~~for~~capacity anas ~~immediate~~a ~~advance~~shareholder of $1the Company,~~000~~ either in person or represented by proxy,~~000~~ ofexercised the ~~Yorkville~~voting ~~Commitment~~rights on all the shares in the ~~form~~capital of athe $1Company held by such Founder in favor of all proposed resolutions at both the 2023 AGM and the January 2024 EGM. The following agenda items,~~000~~ among others,~~000~~ ~~secured~~were ~~convertible~~proposed ~~debenture~~and (approved at the ~~“First~~January ~~Advance~~2024 ~~Debenture”~~EGM: (1), a proposal to effect a reverse share split of the Ordinary Shares and the High Voting Shares at an exchange ratio to be determined and established by the Company’s management board; (ii2) ~~extend~~a proposal to reduce the ~~termination~~nominal ~~date~~value ~~with~~per ~~respect~~Ordinary Share to €0.01 per Ordinary Share (after giving full effect to the ~~obligations~~aforementioned ofreverse ~~Yorkville~~share ~~under~~split) without repayment or any other payment by the ~~Securities~~Company ~~Purchase~~to ~~Agreement~~the ~~from~~shareholders; ~~January~~(3) ~~15,~~a ~~2025~~proposal to ~~February~~reduce ~~28,~~the ~~2025~~nominal value per High Voting Share to €0.25 Inper ~~addition,~~High ~~the~~Voting ~~parties~~Share ~~agreed~~(after ingiving full effect to the ~~First~~aforementioned ~~Omnibus~~reverse ~~Amendment~~share ~~that~~split) without repayment or any ~~and~~other ~~all~~payment ~~obligations~~by ofthe ~~Yorkville~~Company to ~~provide~~shareholders; ~~additional~~and ~~funding~~(4) a proposal to authorize one or more amendments to the Company,’s ~~including~~articles inof ~~connection~~association, ~~with~~in ~~the~~such ~~Yorkville~~a ~~Restructuring~~manner ~~Investment~~that, ~~shall~~with beeach ~~considered~~amendment, tothe beauthorized ~~satisfied~~capital byof the ~~commitments~~Company ~~made~~is ~~pursuant~~amended to facilitate the ~~Securities~~issue ~~Purchase~~shares ~~Agreement~~under the 2022 Debentures and the ~~First~~subsequent ~~Omnibus~~convertible ~~Amendment~~debentures issued to Yorkville. ~~Under~~ ~~the~~The ~~terms~~measures identified in clauses (1) - (3) of the ~~First~~preceding ~~Omnibus~~sentence ~~Amendment,~~were ~~the~~implemented ~~Company~~in ~~and~~December ~~Yorkville~~2024 ~~also~~in ~~amended~~connection with the ~~Exchange~~Reverse ~~Agreement~~Share toSplit, ~~include~~except that the ~~First~~nominal ~~Advance~~value ~~Debenture~~our ~~and~~Ordinary ~~the~~Shares ~~remaining~~was ~~New~~reduced ~~Commitment~~to ~~Debenture~~€0.02 ~~within~~per Ordinary Share and the ~~scope~~nominal value of our High Voting Shares was reduced to €0.50 per High Voting Share, which was necessary for the ~~Exchange~~Company ~~Agreement~~to ~~and~~remain ~~therefore~~compliant ~~within~~with Dutch mandatory corporate law provisions in respect of minimum capital requirements. Following the ~~scope~~satisfaction of the conditions precedent to the Debt Conversion, ~~subject~~and toin connection with the ~~satisfaction~~creation and issuance of the ~~conditions~~Preferred ~~precedent~~Shares ~~thereto,~~(as ~~including~~defined herein), ~~among~~and ~~others,~~in accordance with the approved amendments to the Company’s ~~receipt~~articles of ~~notice~~association the nominal value of each Ordinary Share was lowered from ~~Nasdaq~~€0.02 ~~that~~per ~~the~~Ordinary ~~Company~~Share ~~has~~to ~~met~~€0.01 ~~all~~per ~~the~~Ordinary ~~applicable~~Share ~~requirements~~and ~~for~~the ~~listing~~nominal value of ~~the~~each ~~Ordinary~~High ~~Shares~~Voting onShare was lowered from €0.50 per High Voting Share to €0.25 per High Voting Share and therewith to fully implement and perfect the ~~Nasdaq~~items ~~Capital~~(2) ~~Market~~and (3).

OnThe ~~March 7, 2025, the Company and~~ Yorkville entered into a second Omnibus Amendment to Transaction Documents (the “Second Omnibus Amendment”), pursuant to which the parties agreed to modify the terms of the Exchange Agreement to (i) amend the floor price provided for in the Exchange Agreement and (ii) to extend the termination date with respect to the obligations of Yorkville under the Exchange Agreement from January 15, 2025 to April 15, 2025. In addition, the parties agreed in the Second Omnibus Amendment to extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from February 28, 2025 to April 15, 2025.Commitment

OnIn ~~March~~late ~~25,~~December ~~2025~~2024, the Company and Yorkville entered into ~~the into~~ a ~~third~~securities ~~Omnibus~~purchase ~~Amendment~~agreement ~~to Transaction Documents~~ (the “~~Third~~Securities ~~Omnibus~~Purchase ~~Amendment~~Agreement”), pursuant to which the ~~parties~~Company agreed to ~~modify~~sell ~~the~~and ~~terms~~issue ~~of the Securities Purchase Agreement~~ to, ~~among other things, provide for an immediate advance of $1,000,000 of the~~ Yorkville ~~Commitment in the form of~~ a ~~second~~new ~~$1,000,000 secured~~ convertible debenture (the “~~Second~~New ~~Advance~~Commitment Debenture” ~~and together with the First Advance Debenture, the “Advance Debentures”~~). As a result of the issuance of the Advance Debentures, and pursuant to the Second Omnibus Amendment, the New Commitment Debenture to be issued to Yorkville, upon the satisfaction of all of the conditions set forth in the ~~Securities Purchase Agreement, will have an~~ aggregate principal amount of $35 million,~~000,000.~~ ~~Under~~with ~~the~~a ~~terms~~maturity date of ~~the~~one ~~Third~~year ~~Omnibus~~following ~~Amendment,~~ the ~~Company~~issuance ~~and Yorkville also amended the Exchange Agreement to include each~~ of the New Commitment Debenture. ~~and~~The ~~the~~issuance ~~Advance Debentures within the scope~~ of the ~~Exchange~~New ~~Agreement~~Commitment ~~and~~Debenture ~~therefore~~was ~~within the scope of the Debt Conversion,~~ subject to ~~the~~certain ~~satisfaction of the~~ conditions ~~precedent~~and ~~thereto~~limitations, including, ~~among~~the ~~others,~~condition precedent that the Company’s ~~receipt~~shall ofhave received notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market, which occurred on September 4, 2025.

The First Advance Debenture and the Second Advance Debenture will mature on February 12, 2026 and March 24, 2026, respectively. Further, interest accrues on the outstanding principal balance of the Advance Debentures at an annual rate of 12%, which will increase to an annual rate of 18% upon an Event of Default (as defined in the Advance Debentures) for so long as such Event of Default remains uncured. Yorkville will have the right to convert the Advance Debentures into Ordinary Shares of the Company at the lower of (i) the Fixed Conversion Price or (ii) the Variable Conversion Price; provided that the Variable Conversion Price may not be lower than the Floor Price (as defined in the Advance Debentures) then in effect and the nominal value of one Ordinary Share.20

23 On December 30, 2024, the Company and Yorkville also entered into an exchange agreement (the “Exchange Agreement”), pursuant to which the Company agreed, subject to the satisfactions of certain conditions precedent, to issue 1,242 shares of preferred stock of the Company (the “Preferred Shares”), each with a nominal value of €300, to Yorkville solely in exchange for the surrender and cancellation of all of the debentures held by Yorkville, which at that time included the 2022 Debentures, the new convertible debentures issued to Yorkville on February 5, 2024 and August 30. 2024 (the “2024 Debentures”), and the New Commitment Debenture (if issued) (the “Debt Conversion”). The closing of the Debt Conversion contemplated by the Exchange Agreement was subject to certain conditions precedent, including the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.

~~Available~~On ~~Information~~February 12, 2025, the Company and Yorkville entered into an Omnibus Amendment to Transaction Documents (the “First Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, (i) provide for an immediate advance of $1,000,000 of the Yorkville Commitment in the form of a $1,000,000 secured convertible debenture, with a maturity date of February 12, 2026 that may be extended at the option of Yorkville (the “First Debenture”), and (ii) extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from January 15, 2025 to February 28, 2025. In addition, the Company and Yorkville agreed in the First Omnibus Amendment that any and all obligations of Yorkville to provide additional funding to the Company, including in connection with the Yorkville Restructuring Investment, shall be considered to be satisfied by the commitments made pursuant to the Securities Purchase Agreement and the First Omnibus Amendment. Net proceeds to the Company from the First Debenture were $1,000,000. Under the terms of the First Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include the First Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

AsOn ofMarch ~~January 1~~7, 2025, the Company ~~began~~and ~~reporting~~Yorkville ~~with~~entered ~~the~~into ~~SEC~~a assecond aOmnibus ~~domestic~~Amendment ~~issuer~~to ~~instead~~Transaction ofDocuments a(the ~~foreign~~“Second ~~private~~Omnibus ~~issuer.~~Amendment”), Aspursuant ato ~~result,~~which the Company isand ~~subject~~Yorkville agreed to modify the ~~same~~terms ~~reporting~~of ~~and~~the ~~disclosure~~Exchange ~~requirements~~Agreement ~~applicable~~ to ~~domestic~~(i) ~~U.S.~~amend ~~companies,~~the ~~and~~floor ~~will~~price provided for in the Exchange Agreement to be ~~required~~a price per Ordinary Share equal to ~~file~~$4.00, ~~periodic~~from ~~reports~~the ~~and~~closing ~~financial~~date ~~statements~~of ~~with~~the transactions contemplated by the ~~SEC~~Exchange onAgreement ~~Form~~until ~~10-K~~the ~~and~~end ~~Form~~of ~~10-Q,~~the asday ~~applicable,~~that asis ~~well~~6 asmonths ~~filing~~from ~~current~~the ~~reports~~date of relisting of our Ordinary Shares on ~~Form~~the ~~8-K.~~Nasdaq ~~Prior~~Capital toMarket, ~~January~~and $1,.00 ~~2025~~thereafter, and (ii) to extend the ~~Company~~termination ~~was~~date awith ~~foreign~~respect ~~private~~to ~~issuer~~the ~~and~~obligations of Yorkville under the Exchange Agreement from January 15, in2025 ~~compliance~~to ~~with~~April ~~SEC~~15, ~~regulations~~2025. In addition, the Company ~~filed~~and orYorkville ~~furnished~~agreed ~~periodic~~in ~~and~~the ~~current~~Second ~~reports~~Omnibus ~~with~~Amendment to extend the ~~SEC~~termination ondate with respect to the ~~reporting~~obligations ~~forms~~of ~~available~~Yorkville tounder ~~foreign~~the ~~private~~Securities ~~issuers,~~Purchase ~~namely~~Agreement ~~Form~~from ~~20-F~~February ~~and~~28, ~~Form~~2025 ~~6-K~~to April 15, 2025.

WeOn ~~make~~March ~~available~~25, on2025, orthe ~~through~~Company ~~our~~and ~~website~~Yorkville ~~(https://ir.sonomotors.com/)~~entered ~~certain~~into ~~reports~~a ~~and~~third ~~amendments~~Omnibus Amendment to ~~those~~Transaction ~~reports~~Documents ~~that~~(the we“Third ~~file~~Omnibus ~~with~~Amendment”), orpursuant ~~furnish~~ to which the ~~SEC~~Company inand ~~accordance~~Yorkville ~~with~~agreed ~~the~~to ~~Exchange~~modify ~~Act.~~the ~~These~~terms ~~include~~of ~~our~~the ~~annual~~Securities ~~reports~~Purchase onAgreement ~~Form~~to, ~~10-K~~among ~~(and~~other ~~previously~~things, onprovide ~~Form~~for ~~20-F),~~an ~~our~~immediate ~~quarterly~~advance ~~reports~~of on$1,000,000 ~~Form~~of ~~10-Q,~~the ~~and~~Yorkville ~~our~~Commitment ~~current~~in ~~reports~~the onform ~~Form~~of ~~8-K~~a ~~(and~~second ~~previously~~$1,000,000 onsecured ~~Form~~convertible ~~6-K)~~debenture, ~~and~~with ~~amendments~~a tomaturity ~~those~~date ~~reports~~of ~~filed~~March or24, ~~furnished~~2026 ~~pursuant~~that tomay ~~Section~~be ~~13(a)~~extended orat ~~15(d)~~the option of Yorkville (the ~~Exchange~~“Second ~~Act~~Debenture”). WeNet ~~make~~proceeds ~~this~~to ~~information~~the ~~available~~Company onfrom orthe ~~through~~Second ~~our~~Debenture ~~website~~were ~~free~~$1,000,000. ofAs ~~charge~~a asresult ~~soon~~of asthe ~~reasonably~~issuance ~~practicable~~of ~~after~~the weFirst ~~electronically~~Debenture ~~file~~and the ~~information~~Second ~~with~~Debenture, orand ~~furnish~~pursuant it to, the ~~SEC.~~Third ~~The~~Omnibus ~~SEC~~Amendment, ~~maintains~~the aaggregate ~~website~~principal atamount ~~www.sec.gov~~of ~~that~~the ~~contains~~New ~~reports,~~Commitment ~~proxy~~Debenture ~~and~~that ~~information~~was ~~statements~~to ~~and~~be ~~other~~issued ~~information~~to ~~regarding~~Yorkville usupon ~~that~~the wesatisfaction ~~filed~~of ~~electronically~~all ~~with~~of the ~~SEC.~~conditions ~~The~~set ~~information~~forth in ~~or accessible through~~ the ~~SEC~~Securities ~~are~~Purchase ~~not~~Agreement ~~incorporated~~was ~~into~~$3,000,000. ~~and~~Under ~~are~~the ~~not~~terms ~~considered~~of ~~part~~the ofThird Omnibus Amendment, ~~this~~the ~~Annual~~Company ~~report~~and ~~unless~~Yorkville ~~specified.~~also ~~Further,~~amended the ~~information~~Exchange ~~contained~~Agreement ~~on,~~to orinclude ~~that~~each ~~can~~of bethe ~~accessed~~First ~~through~~Debenture, ~~our~~the ~~website~~Second isDebenture ~~not~~and ~~incorporated~~the byremaining ~~reference~~New ~~into~~Commitment ~~this~~Debenture ~~Annual~~within ~~Report,~~the ~~and~~scope ~~you~~of ~~should~~the ~~not~~Exchange ~~consider~~Agreement ~~any~~and ~~information~~therefore ~~contained~~within ~~on,~~the orscope ~~that~~of ~~can~~the beDebt ~~accessed through~~Conversion, ~~our~~subject ~~website~~ to bethe ~~part~~satisfaction of ~~this~~the ~~Annual~~conditions ~~Report~~precedent thereto.

~~Item~~On lAApril 24, 2025, the Company and Yorkville entered into a fourth Omnibus Amendment to Transaction Documents (the “Fourth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the Company of $500,000 in the form of a secured convertible debenture in the aggregate principal amount of $500,000, with a maturity date of April 24, 2026 that may be extended at the option of Yorkville (the “Third Debenture”). ~~Risk~~ ~~Factors~~Net proceeds to the Company from the Third Debenture were $500,000. As a result of the issuance of the Third Debenture, and pursuant to the Fourth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $2,500,000. Under the terms of the Fourth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include each of the First Debenture, the Second Debenture, the Third Debenture and the remaining New Commitment Debenture within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

~~Our~~On ~~business~~May ~~involves~~26, ~~significant~~2025, ~~risks~~the Company and Yorkville entered into a fifth Omnibus Amendment to Transaction Documents (the “Fifth Omnibus Amendment”), ~~some~~pursuant ofto which ~~are~~the ~~described~~Company ~~below.~~and ~~You~~Yorkville ~~should~~agreed ~~carefully~~to ~~consider~~modify the ~~risks~~terms ~~and~~of ~~uncertainties~~the ~~described~~Securities ~~below~~Purchase Agreement to, ~~together~~among ~~with~~other ~~all~~things, provide for an immediate advance by Yorkville to the Company of $750,000 in the ~~other~~form ~~information~~of a secured convertible debenture in ~~this~~the ~~Annual~~aggregate ~~Report.~~principal ~~The~~amount ~~realization~~of $750,000, with a maturity date of ~~any~~May 27, 2026 that may be extended at the option of ~~these~~Yorkville ~~risks~~(the ~~and~~“Fourth ~~uncertainties~~Debenture”). ~~could~~Net ~~have~~proceeds ato ~~material~~the ~~adverse~~Company ~~effect~~from onthe ~~our~~Fourth ~~reputation,~~Debenture ~~business~~were $750,000. ~~financial~~As ~~condition,~~a ~~results~~result of ~~operations,~~the ~~growth~~issuance of the Fourth Debenture, and ~~future~~pursuant ~~prospects~~to asthe ~~well~~Fifth asOmnibus ~~our~~Amendment, ~~ability~~the aggregate principal amount of the New Commitment Debenture that was to ~~accomplish~~be ~~our~~issued ~~strategic~~to ~~objectives~~Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $1,750,000. ~~Additional~~Under ~~risks~~the terms of the Fifth Omnibus Amendment, the Company and ~~uncertainties~~Yorkville also amended the Exchange Agreement to include each of ~~which~~the weFirst ~~are~~Debenture, ~~not~~the ~~presently~~Second ~~aware~~Debenture, orthe ~~that~~Third weDebenture, ~~currently~~the ~~deem~~Fourth ~~immaterial~~Debenture ~~could~~and ~~also~~the ~~materially~~remaining ~~affect~~New ~~our~~Commitment ~~business~~Debenture ~~operations~~within the scope of the Exchange Agreement and ~~financial~~therefore ~~condition~~within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

~~Risks Related to the Yorkville Commitment, the Debt Conversion and our former Self-Administration Proceedings~~21

IfOn July 6, 2025, the Company isand ~~not~~Yorkville ~~able~~entered into a sixth Omnibus Amendment to ~~access~~Transaction ~~the~~Documents, ~~unfunded~~effective ~~portion~~as of June 30, 2025 (the ~~Yorkville~~“Sixth ~~Commitment~~Omnibus Amendment”), pursuant to which the Company and ~~implement~~Yorkville agreed to modify the ~~Debt~~terms ~~Conversion~~of asthe ~~contemplated~~Securities inPurchase Agreement, the Exchange Agreement, inand the ~~absence~~Maturing ofDebentures ~~substantial~~previously ~~additional~~issued ~~sources~~by ofthe ~~external~~Company. ~~funding~~Pursuant to the Sixth Omnibus Amendment, wethe ~~would~~Company beand ~~required~~Yorkville agreed to ~~curtail~~extend ~~our~~the ~~operations,~~maturity ~~which~~date ~~could~~from ~~adversely~~July ~~affect~~1, ~~our~~2025 ~~business~~to August 1, ~~results~~2025 offor ~~operations,~~the ~~financial~~Maturing ~~position~~Debentures, and ~~cash~~to ~~flows~~extend the termination dates of the Securities Purchase Agreement and ~~may~~the ~~ultimately~~Exchange ~~lead~~Agreement to ~~insolvency~~August ~~and~~1, ~~liquidation~~2025.

On ~~December~~August 306, ~~2024~~2025, the Company and Yorkville entered into a seventh Omnibus Amendment to Transaction Documents (the “Seventh Omnibus Amendment”) and an eighth Omnibus Amendment to Transaction Documents (the “Eighth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, ~~with~~the Exchange Agreement and certain convertible debentures previously issued by the Company. Pursuant to the Seventh Omnibus Amendment, the Company and Yorkville agreed to extend the maturity date for the Maturing Debentures from August 1, 2025 to September 1, 2025, and to extend the termination dates of the Securities Purchase Agreement and the Exchange Agreement to September 1, 2025. In addition, pursuant to ~~which~~the Eighth Omnibus Amendment, the Company and Yorkville agreed to ~~sell~~modify ~~and~~the ~~issue~~terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the ~~New~~Company ~~Commitment~~of ~~Debenture~~$190,000 in the form of a secured convertible debenture in the aggregate principal amount of $5190,000, ~~million~~with a maturity date of August 6, ~~which~~2026 isthat ~~convertible~~may ~~into~~be ~~Ordinary~~extended ~~Shares~~at asthe ~~set~~option ~~forth~~of inYorkville (the ~~Securities~~“Fifth ~~Purchase~~Debenture”). ~~Agreement~~Net proceeds to the Company from the Fifth Debenture were $190,000. ~~The~~As a result of the issuance of the Fifth Debenture, and ~~sale~~pursuant to the Eighth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture isthat ~~subject~~was to ~~certain~~be issued to Yorkville upon the satisfaction of all of the conditions ~~and~~set ~~limitations~~forth in the Securities Purchase Agreement was $1,560,000. ~~including~~Under the terms of the Eighth Omnibus Amendment, the Company’s ~~receipt~~and Yorkville also amended the Exchange Agreement to include each of ~~notice~~the ~~from~~First ~~Nasdaq~~Debenture, ~~that~~the Second Debenture, the ~~Company~~Third ~~has~~Debenture, ~~met~~the ~~all~~Fourth Debenture, the ~~applicable~~Fifth ~~requirements~~Debenture ~~for~~and ~~listing~~the remaining New Commitment Debenture within the scope of the ~~Ordinary~~Exchange ~~Shares~~Agreement onand therefore within the ~~Nasdaq~~scope ~~Capital~~of ~~Market~~the Debt Conversion, subject to the satisfaction of the conditions precedent thereto.

~~Also~~On onAugust ~~December 30~~15, ~~2024~~2025, the Company and Yorkville entered into a ninth Omnibus Amendment to Transaction Documents (the ~~Exchange~~“Ninth ~~Agreement~~Omnibus Amendment”), pursuant to which the Company ~~agreed,~~and ~~subject~~Yorkville agreed to modify the ~~satisfactions~~terms of ~~certain~~the ~~conditions~~Securities ~~precedent~~Purchase Agreement, the Exchange Agreement and the Maturing Debentures previously issued by the Company. Pursuant to ~~issue~~the ~~1,242~~Ninth ~~Preferred~~Omnibus ~~Shares~~Amendment, tothe Company and Yorkville ~~solely~~agreed into ~~exchange~~modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance by Yorkville to the ~~surrender~~Company ~~and~~of ~~cancellation~~EUR300,000 ($350,540 at conversion rate of ~~all~~1.1685) in the form of a secured convertible debenture in the ~~debentures~~aggregate ~~held~~principal byamount ~~Yorkville~~of $350,540, ~~including~~with ~~the~~a ~~2022~~maturity ~~Convertible~~date ~~Debentures~~of August 15, 2026 that may be extended at the ~~2024~~option ~~Debentures,~~of Yorkville (the ~~New~~“Sixth ~~Commitment~~Debenture”). Net proceeds to the Company from the Sixth Debenture were $350,540. ifAs ~~issued~~a result of the issuance of the Sixth Debenture, and pursuant to the ~~Advance~~Ninth ~~Debentures.~~Omnibus ~~The~~Amendment, ~~closing~~the aggregate principal amount of the ~~transactions~~New ~~contemplated~~Commitment byDebenture ~~the~~that ~~Exchange~~was ~~Agreement~~to ~~are~~be ~~subject~~issued to ~~certain~~Yorkville upon the satisfaction of all of the conditions ~~precedent,~~set ~~including~~forth in the ~~Company’s~~Securities ~~receipt~~Purchase Agreement was $1,209,460. Under the terms of ~~notice~~the ~~from~~Ninth ~~Nasdaq~~Omnibus ~~that~~Amendment, the Company ~~has~~and ~~met~~Yorkville ~~all~~also amended the ~~applicable~~Exchange ~~requirements~~Agreement ~~for~~to ~~listing~~include each of the ~~Ordinary~~First ~~Shares~~Debenture, onthe Second Debenture, the ~~Nasdaq~~Third ~~Capital~~Debenture, ~~Market~~the Fourth Debenture, the Fifth Debenture, the Sixth Debenture and the ~~adoption~~remaining ofNew anCommitment ~~amendment~~Debenture towithin the ~~Company’s~~scope ~~articles~~of the Exchange Agreement and therefore within the scope of ~~association~~the Debt Conversion, subject to ~~create~~the satisfaction of the ~~Preferred~~conditions ~~Shares~~precedent thereto.

24 Following the Company’s receipt on September 4, 2025 of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market, on September 5, 2025, the Company and Yorkville entered into a tenth Omnibus Amendment to Transaction Documents (the “Tenth Omnibus Amendment”), pursuant to which the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement, the Exchange Agreement and certain convertible debentures previously issued by the Company. Pursuant to the Tenth Omnibus Amendment, the Company and Yorkville agreed to modify the terms of the Securities Purchase Agreement to, among other things, (1) increase the aggregate principal amount of the New Convertible Debenture by an additional $2,200,000 for a total of $7,200,000, and (2) provide for an immediate advance by Yorkville to the Company of $3,409,460, which comprises the remaining $1,209,460 of the original $5,000,000 commitment and the entirety of the additional $2,200,000 commitment, in the form of a secured convertible debenture in the aggregate principal amount of $3,409,460, with a maturity date of September 5, 2026 that may be extended at the option of Yorkville (the “Seventh Debenture”, and collectively with the First Debenture, the Second Debenture, the Third Debenture, the Fourth Debenture, the Fifth Debenture and the Sixth Debenture, the “Advance Debentures”). Net proceeds to the Company from the Seventh Debenture were $3,409,460. As a result of the issuance of the Seventh Debenture, and pursuant to the Tenth Omnibus Amendment, the aggregate principal amount of the New Commitment Debenture that was to be issued to Yorkville upon the satisfaction of all of the conditions set forth in the Securities Purchase Agreement was $7,200,000, consisting of the amounts advanced to the Company under the Seventh Debenture and each of the other Advance Debentures. Under the terms of the Tenth Omnibus Amendment, the Company and Yorkville also amended the Exchange Agreement to include all of the Advance Debentures within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto. In connection with the Seventh Debenture, the management board resolved to issue an additional 159 Preferred Shares to Yorkville upon the satisfaction of the terms and conditions of the Exchange Agreement (in addition to the 1,242 Preferred Shares to be issued as forth in the Exchange Agreement) in exchange for the surrender and cancellation of the additional indebtedness incurred to Yorkville.

On ~~February~~September 125, 2025, ~~the~~pursuant ~~Company~~to an Exchange Agreement, as amended, and ~~Yorkville~~as ~~entered~~a result of the ~~First~~receipt ~~Omnibus~~of ~~Amendment,~~notice ~~pursuant~~from toNasdaq ~~which~~that the ~~parties~~Company ~~agreed~~has tomet ~~modify~~all the ~~terms~~applicable requirements for listing of the ~~Securities~~Ordinary ~~Purchase~~Shares ~~Agreement~~on tothe Nasdaq Capital Market on September 4, ~~among~~2025, ~~other~~the ~~things~~Company issued 1,401 ~~provide~~Preferred Shares to Yorkville solely in exchange for anthe ~~immediate~~surrender ~~advance~~and cancellation of $1all ~~million~~ of the debentures held by Yorkville, ~~Commitment~~including inthe 2022 Debentures, the ~~form~~2024 Debentures, and all of the ~~First~~ Advance ~~Debenture~~Debentures. The ~~issuance~~Preferred ofShares ~~the~~are ~~First~~convertible ~~Advance~~into ~~Debenture~~Ordinary ~~reduced~~Shares at a price per Ordinary Share equal to the ~~principal~~Variable ~~amount~~Conversion Price. As part of the ~~New~~commitment, ~~Commitment~~Yorkville ~~Debenture~~has agreed to bea ~~issued~~conversion ~~from~~price floor of $54.00 ~~million~~for tosix months and $41.00 ~~million~~thereafter.

OnSee ~~March~~“Note 7,16 – ~~2025,~~Subsequent ~~the~~Events” ~~Company~~in ~~and~~Part ~~Yorkville~~II, ~~entered~~Item ~~into~~8 ~~the Second Omnibus Amendment; pursuant to which the parties agreed to modify the terms~~ of ~~the~~this ~~Exchange~~Annual ~~Agreement~~Report ~~to (i) amend the floor price provided~~ for ininformation ~~the~~regarding ~~Exchange~~our ~~Agreement~~financing ~~and~~arrangements ~~(ii) to extend the termination date~~ with ~~respect to the obligations of~~ Yorkville ~~under~~subsequent ~~the Exchange Agreement from January 15, 2025~~ to ~~April 15, 2025. In addition,~~ the ~~parties~~fiscal ~~agreed~~year inended ~~the~~December ~~Second Omnibus Amendment to extend the termination date with respect to the obligations of Yorkville under the Securities Purchase Agreement from February 28~~31, 2025 ~~to April 15, 2025~~.

On March 25, 2025, the Company and Yorkville entered into the into the Third Omnibus Amendment, pursuant to which the parties agreed to modify the terms of the Securities Purchase Agreement to, among other things, provide for an immediate advance of $1 million of the Yorkville Commitment in the form of the Second Advance Debenture. The issuance of the Second Advance Debenture further reduced the principal amount of the New Commitment Debenture to be issued to $3 million. Under the terms of the Third Omnibus Amendment, the New Commitment Debenture and the Advance Debentures fall within the scope of the Exchange Agreement and therefore within the scope of the Debt Conversion, subject to the satisfaction of the conditions precedent thereto, including, among others, the Company’s receipt of notice from Nasdaq that the Company has met all the applicable requirements for listing of the Ordinary Shares on the Nasdaq Capital Market.22

~~The~~Available Companies expect the Yorkville Commitment and the Debt Conversion, if achieved, together with planned business model adjustments, to position them with sufficient funding for their business operations through the first quarter of 2026. For more information on the transactions contemplated in connection with the Securities Purchase Agreement and the Exchange Agreement and the structure of the Yorkville Commitment, see “Item 1. Business—Financing Arrangements with Yorkville—The Yorkville Commitment”.Information

~~However~~As of January 1, 2025, the ~~Yorkville~~Company ~~Commitment~~began ~~and~~reporting with the ~~transactions~~SEC ~~contemplated~~as bya domestic issuer instead of a foreign private issuer. As a result, the ~~Securities~~Company ~~Purchase~~is ~~Agreement~~subject to the same reporting and disclosure requirements applicable to domestic U.S. companies, and is required to file periodic reports and financial statements with the ~~Exchange~~SEC ~~Agreement~~on ~~pose~~Form 10-K and Form 10-Q, as applicable, as well as filing current reports on Form 8-K. Prior to January 1, 2025, the Company was a ~~number~~foreign ofprivate ~~risks~~issuer and, ~~including~~in compliance with SEC regulations, ~~among~~the ~~others:~~Company filed or furnished periodic and current reports with the SEC on the reporting forms available to foreign private issuers, namely Form 20-F and Form 6-K.

●We make available on or through our ~~ability~~website (https://ir.sonomotors.com/) certain reports and amendments to ~~successfully~~those ~~access~~reports that we file with or furnish to the ~~unfunded~~SEC ~~portion~~in ofaccordance with the ~~Yorkville~~Exchange ~~Commitment~~Act. These include our annual reports on Form 10-K (and ~~implement~~previously ~~the~~on ~~Debt~~Form ~~Conversion~~20-F), ~~including~~our byquarterly ~~satisfying~~reports ~~the~~on ~~conditions~~Form ~~precedent~~10-Q, toand ~~the~~our ~~Securities~~current ~~Purchase~~reports ~~Agreement~~on Form 8-K (and ~~the~~previously ~~Exchange~~on ~~Agreement~~Form 6-K), ~~which~~and ~~conditions~~amendments ~~precedent~~to ~~include~~those ~~the~~reports ~~our~~filed ~~satisfaction~~or offurnished ~~all~~pursuant to Section 13(a) or 15(d) of the ~~applicable~~Exchange ~~requirements~~Act. ~~for~~We anmake ~~initial~~this ~~listing~~information ofavailable on or through our ~~Ordinary~~website ~~Shares~~free onof ~~the~~charge ~~Nasdaq~~as ~~Capital~~soon ~~Market~~as reasonably practicable after we electronically file the information with, or ~~otherwise~~furnish it to, ~~obtain~~the ~~sufficient~~SEC. ~~financing~~The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding us that we filed electronically with the SEC. The information in or toaccessible ~~secure~~through athe ~~sufficient~~SEC ~~number~~are not incorporated into, and are not considered part of, ~~future~~this ~~customer~~Annual ~~contracts~~report tounless ~~allow~~specified. usFurther, tothe ~~execute~~information contained on, or that can be accessed through, our ~~business~~website ~~plan~~is not incorporated by reference into this Annual Report, ~~meet~~and you should not consider any information contained on, or that can be accessed through, our ~~liquidity~~website ~~requirements~~to ~~and~~be ~~continue~~part asof athis ~~going~~Annual ~~concern;~~Report.

●Item ~~the~~lA. Risk ~~risk that Yorkville may choose to terminate each of the Securities Purchase Agreement and Exchange Agreement if the transactions contemplated by such agreements do not close by April 15, 2025;~~Factors.

●Our ~~our~~business ~~ability~~involves tosignificant ~~maintain~~risks, ~~our~~some ~~relationships~~of ~~with~~which ~~our~~are ~~suppliers,~~described ~~service~~below. ~~providers,~~You ~~creditors,~~should ~~customers,~~carefully ~~officers,~~consider ~~supervisory~~the ~~board~~risks ~~members,~~and ~~employees~~uncertainties described below, ~~counterparties~~together ~~and~~with all of the other ~~third~~information ~~parties,~~in tothis ~~pursue~~Annual ~~new~~Report. ~~customer~~The ~~arrangements~~realization ~~and~~of ~~projects~~any of these risks and touncertainties ~~attract~~could have a material adverse effect on our reputation, ~~retain~~business, financial condition, results of operations, growth and ~~motivate~~future ~~key~~prospects ~~employees~~as well as aour ~~result~~ability ofto accomplish our ~~constrained~~strategic ~~liquidity~~objectives. ~~position~~Additional risks and ~~capital~~uncertainties ~~structure;~~of which we are not presently aware or that we currently deem immaterial could also materially affect our business operations and financial condition.

●Risks ~~our~~Related ~~ability~~ to ~~achieve~~ our ~~stated~~former ~~goals~~Self-Administration ~~within the intended budget and timeframe and continue as a going concern.~~Proceedings

25 Despite our emergence from our former Self-Administration Proceedings, the proceedings may materially and adversely affect our operations, including by consuming significant time and attention of our management team, adversely affecting our ability to maintain important relationships with creditors, customers, suppliers, service providers, employees and counterparties and impacting our ability to pursue new customer arrangements and projects.

~~Although~~We wewill ~~have~~attempt ~~taken multiple measures~~ to ~~reduce~~minimize ~~our expenses and significantly reduce~~ the ~~scale~~potential ofadverse ~~our~~effect ~~operations in connection with both the change~~ of our ~~business model announced on February 23, 2023 and the business changes implemented in connection with our emergence from our~~ former Self-Administration Proceedings, weon ~~expect to require additional cash in an amount of approximately $3.0 million to fund~~ our ~~ongoing~~relationships ~~business~~with ~~operations through the end of the first quarter of 2026. Our liquidity~~creditors, ~~including our ability to meet our ongoing operational obligations~~customers, ~~is dependent upon~~suppliers, ~~among~~service ~~other things~~providers, ~~our~~employees ~~ability~~and tocounterparties. ~~(i) maintain adequate cash on hand~~Nonetheless, ~~(ii)~~these ~~access~~relationships ~~the~~may ~~unfunded~~be ~~portion~~adversely ofimpacted ~~the~~and ~~Yorkville Commitment, including~~ our ~~ability~~operations tocould ~~successfully~~be ~~satisfy~~materially the conditions precedent to the Securities Purchase Agreement, (iii) implement the Debt Conversion, including our ability to successfully satisfy the conditions precedent set forth in the Exchange Agreement and ~~(iv)~~adversely ~~raise additional external funding in the short term~~affected.

IfFor weinstance, ~~are~~negative ~~unable~~publicity toassociated ~~meet~~with the Self-Administration Proceedings may adversely affect our ~~liquidity~~commercial ~~requirements,~~relationships and our ~~businesses~~ability to negotiate favorable terms with important stakeholders and ~~assets~~counterparties. Public perception of our continued viability may ~~become~~also ~~subject~~adversely affect our relationships with customers and their loyalty to ~~liquidation~~us, inas awell ~~regular~~as ~~insolvency~~our ~~proceeding~~ability ~~under~~to ~~the~~pursue ~~German~~new ~~Insolvency~~customer ~~Code,~~arrangements and weprojects. ~~may~~Strains ~~cease~~in toany ~~continue~~of asthese arelationships ~~going~~could ~~concern~~materially and adversely affect us.

~~Because~~Our ofmanagement ~~the~~has ~~risks~~been ~~and~~required ~~uncertainties~~to ~~associated~~spend ~~with~~a ~~the~~significant ~~Yorkville~~amount ~~Commitment~~of time and ~~the~~effort ~~Debt~~focusing ~~Conversion,~~on ~~we cannot accurately predict or quantify~~ the ~~ultimate~~former ~~impact~~proceedings ~~that~~instead ~~events~~of ~~related~~focusing ~~thereto~~exclusively ~~may~~on ~~have~~our onbusiness usoperations and ~~there~~will isbe norequired ~~certainty as~~ to ~~our~~continue ~~ability~~ to ~~continue~~do asso ain ~~going~~the ~~concern.~~context Inof ~~addition,~~the ~~following~~Subsidiary’s ~~our~~compliance ~~emergence~~with ~~from~~any ~~our~~remaining ~~former~~obligations ~~Self-Administration~~under ~~Proceedings,~~the wePlan. ~~may~~This bediversion ~~adversely~~of ~~affected~~attention bymay ~~the~~have ~~possible~~a ~~reluctance~~material ofadverse ~~prospective~~effect ~~lenders~~on ~~and~~the ~~other~~conduct ~~counterparties~~of toour do business ~~with~~and, as a ~~company~~result, ~~that~~our ~~has~~financial ~~recently~~condition ~~emerged~~and ~~from~~results ~~such~~of ~~proceedings~~operations.

~~Despite~~In ~~our~~addition, ~~emergence from~~ our ~~former~~employees ~~Self-Administration~~faced ~~Proceedings,~~considerable ~~the~~distraction ~~proceedings~~and ~~may~~uncertainty ~~materially~~during ~~and~~the ~~adversely~~pendency ~~affect~~of ~~our~~the ~~operations~~proceedings, ~~including~~which bymay ~~consuming~~lead ~~significant~~to ~~time~~increased ~~and~~levels ~~attention~~ of ~~our~~employee ~~management~~attrition. ~~team,~~Apart ~~adversely~~from negatively affecting our ability to ~~maintain~~retain ~~important~~existing ~~relationships~~high ~~with~~performing ~~creditors~~employees, ~~customers,~~executives ~~suppliers,~~and ~~service~~supervisory ~~providers~~board members, the former proceedings may also prevent us from attracting new employees, executives and ~~counterparties~~supervisory ~~and~~board ~~impacting~~members. Failure to retrain, motivate or attract key personnel or a material erosion of employee morale could impair our ability to ~~pursue~~execute ~~new~~our ~~customer~~strategy ~~arrangements~~ and ~~projects~~implement operational initiatives, thereby adversely affecting us.

We will attempt to minimize the potential adverse effect of our former Self-Administration Proceedings on our relationships with creditors, customers, suppliers, service providers, employees and counterparties. Nonetheless, these relationships may be adversely impacted and our operations could be materially and adversely affected.23

~~For~~Risks ~~instance,~~Related ~~negative~~to ~~publicity associated with~~ the Self-Administration Proceedings may adversely affect our commercial relationships and our ability to negotiate favorable terms with important stakeholders and counterparties. Public perception of our continued viability may also adversely affect our relationships with customers and their loyalty to us, as well as our ability to pursue new customer arrangements and projects. Strains in any of these relationships could materially and adversely affect us.Company

~~Our~~We ~~management~~intend ~~has~~to ~~been~~use ~~required~~the tonet ~~spend~~proceeds afrom ~~significant~~our ~~amount~~recent offinancings ~~time~~to ~~and~~purchase ~~effort~~digital ~~focusing~~assets, onincluding Bitcoin, the ~~former~~price ~~proceedings instead~~ of ~~focusing~~which ~~exclusively~~has onbeen, ~~our business operations~~ and will belikely ~~required to~~ continue to dobe, sohighly involatile. ~~the~~Our ~~context~~operating ofresults ~~the~~and ~~Subsidiary’s~~share ~~compliance~~price ~~with~~may ~~any~~significantly ~~remaining~~fluctuate, ~~obligations~~including ~~under~~due to the ~~Plan.~~highly ~~This~~volatile ~~diversion~~nature of ~~attention may have a material adverse effect on~~ the ~~conduct~~price of ~~our~~such ~~business~~digital ~~and,~~assets ~~as a result, our financial condition~~ and ~~results~~erratic ofmarket ~~operations~~movements.

InWe ~~addition,~~intend to use the net proceeds from our ~~employees~~recent ~~faced~~financings ~~considerable~~to ~~distraction~~purchase ~~and~~or ~~uncertainty~~otherwise ~~during~~acquire BTC and for the ~~pendency~~establishment of ~~the~~our ~~proceedings~~digital asset treasury operations. Digital assets, ~~which~~such ~~may~~as ~~lead~~BTC, togenerally ~~increased~~are ~~levels~~highly ofvolatile ~~employee~~assets, ~~attrition.~~including ~~Apart~~as ~~from~~a ~~negatively~~result ~~affecting~~of ~~our~~shifts ~~ability~~in tomarket ~~retain~~sentiment, ~~existing~~speculative ~~high~~trading, ~~performing~~macroeconomic ~~employees~~trends, ~~executives~~technology-related disruptions and ~~supervisory~~regulatory ~~board~~announcements. ~~members~~In addition, digital assets do not pay interest or other returns, unless utilized in staking or financial applications, and so the ~~former~~ability ~~proceedings~~to ~~may~~generate ~~also~~a ~~prevent~~return uson investment from ~~attracting~~the ~~new~~net ~~employees,~~proceeds ~~executives~~of ~~and~~any ~~supervisory~~capital ~~board~~raisings ~~members.~~will ~~Failure~~principally todepend ~~retrain,~~on ~~motivate~~whether orthere ~~attract~~is ~~key~~appreciation ~~personnel~~in orthe avalue ~~material~~of ~~erosion~~digital assets following our purchases of ~~employee~~digital ~~morale~~assets ~~could~~with ~~impair~~the ~~our~~net ~~ability~~proceeds tofrom ~~execute~~such capital raisings. Future fluctuations in digital asset trading prices may result in our ~~strategy~~converting ~~and~~digital ~~implement~~assets ~~operational~~into ~~initiatives,~~cash ~~thereby~~with ~~adversely~~a ~~affecting~~value ussubstantially below what we paid for such digital assets.

26 We have adopted a digital asset treasury strategy with a focus on BTC, and we may be unable to successfully implement this new strategy.

~~Despite~~We ~~our~~have ~~emergence~~adopted ~~from~~a ~~the~~digital ~~former~~asset ~~Self~~treasury primarily dedicated to BTC and potential acquisitions BTC, including through staking and other decentralized finance activities. There is no assurance that we will be able to successfully implement this new strategy or operate BTC or other digital asset-~~Administration~~related ~~Proceedings~~activities at the scale or profitability currently anticipated. This strategic shift requires specialized employee skillsets and operational, technical and compliance infrastructure to support BTC and related staking activities. This also requires that we ~~may~~implement ~~not~~different security protocols and treasury management practices. Further, there is ongoing scrutiny and limited formal guidance from regulatory agencies, including Nasdaq and the SEC, with respect to the treatment of public company cryptocurrency strategies. There is no assurance that we will be able to ~~achieve~~execute ~~our~~this ~~stated~~Treasury ~~goals~~Strategy by building out the needed infrastructure within the timeframe that we currently anticipate. Errors by key management could result in significant loss of funds and ~~continue~~reduced asrewards. As a ~~going~~result, ~~concern~~our shift towards BTC could have a material adverse effect on our business and financial condition.

~~Despite~~In ~~our~~addition, ~~emergence~~as ~~from~~previously ~~the former Self-Administration Proceedings~~disclosed, we ~~will~~intend ~~continue~~ to ~~face~~solicit athe ~~number~~ratification ofby ~~risks in connection with~~ our ~~business~~shareholders ~~and~~of ~~operations,~~the ~~financial~~engagement ~~condition~~by ~~and~~ the ~~industry~~Company ~~we operate~~ in orthe ~~otherwise~~Treasury Strategy. ~~Accordingly~~Under Dutch law, wethe ~~cannot~~ratification ~~guarantee~~by ~~that~~our ~~the~~shareholders ~~Plan~~of ~~will~~our ~~enable~~engagement usin tothe ~~achieve~~Treasury ~~our~~Strategy ~~stated~~is ~~goals~~required ~~and~~to ~~effectively~~successfully implement ~~our~~the ~~strategy~~Treasury Strategy.

~~Furthermore,~~Our ~~even~~Ordinary ifShares wemay ~~are~~trade ~~able~~at ~~to access the unfunded portion of the Yorkville Commitment as planned, we will have to secure either~~ a ~~sufficient~~discount ~~number of future customer contracts or other additional financing~~ to ~~fund~~ our ~~business~~net ~~operations~~asset ~~beyond the end of the first quarter of 2026. Our access to additional financing is~~value, and ~~for~~investors ~~the~~could ~~foreseeable~~experience ~~future~~losses ~~will~~unrelated ~~likely continue~~ to ~~be,~~the ~~limited,~~performance ifof itour isunderlying ~~available~~digital atasset ~~all~~holdings. ~~Therefore, adequate funds may not be available when needed or may not be available on favorable terms and we may not be able to continue as a going concern.~~

The ~~Company’s~~market ~~visibility~~price of our Ordinary Shares may not reflect, ~~credibility~~and at times may trade materially below, our net asset value (“NAV”) per share. ~~price and~~A variety of factors may cause the trading ~~volume~~price of our Ordinary Shares to deviate from our NAV, asincluding ~~well~~overall asmarket conditions, investor ~~confidence~~sentiment toward digital assets or our business model, ~~may~~the ~~further~~liquidity ~~decrease~~and asvolatility aof ~~result~~the specific digital assets we hold, the availability and cost of capital to market participants, the ~~delisting~~level of short interest in our Ordinary Shares, actual or perceived governance or operational risks, and the ~~Company’s~~absence ~~securities~~of ~~from~~any redemption or exchange feature that would allow shareholders to realize NAV directly. As a result, the ~~Nasdaq~~market ~~Global~~price ~~Market~~of inour ~~February~~Ordinary ~~2024~~Shares may be influenced by factors other than the value of our underlying assets alone and there can be no assurance that our Ordinary Shares will trade at or near NAV.

OnIf ~~December~~our ~~11,~~Ordinary ~~2023,~~Shares wetrade ~~received~~at a ~~decision~~discount ofto NAV, investors who sell shares may receive less than the ~~Panel~~value ~~advising~~of usour ~~that~~underlying assets per share, and the ~~Panel~~discount ~~had~~could ~~determined~~impair our ability to ~~delist~~raise ~~our~~capital ~~Ordinary~~on ~~Shares~~favorable terms. We may from ~~the~~time ~~Nasdaq~~to ~~Global~~time ~~Market.~~consider ~~Nasdaq~~capital ~~filed~~markets atransactions, ~~Form~~financing 25arrangements ~~Notification~~or ofother ~~Delisting~~corporate ~~with~~actions ~~the~~intended ~~SEC~~to onaddress ~~February~~any 15discount, ~~2024~~but we are under no obligation to ~~complete~~take ~~the~~such ~~delisting~~actions and any such actions, if implemented, may be limited in scope or effectiveness.

WeOur ~~received~~shift towards a ~~first delist determination letter on July 12, 2023 from the Staff following our application for our Preliminary Self~~BTC-~~Administration~~focused ~~Proceedings.~~strategy ~~The~~requires ~~Staff’s~~substantial ~~delist~~changes ~~letter additionally found that we failed to meet the filing requirement~~ in ~~Listing Rule 5250(c)(1), as we had failed to file~~ our ~~Annual Report on Form 20~~day-~~F for the year ended December 31, 2022. On August 28, 2023, the Staff issued an additional delist determination letter for our failure~~ to-day ~~meet~~operations ~~the minimum bid price requirement in Listing Rule 5450(a)(1)~~ and ~~the~~exposes ~~audit~~us ~~committee~~to ~~requirement~~significant inoperational ~~Listing Rule 5605(c)(2)~~risks. ~~We appealed the Staff’s determination and appeared before the Panel on September 14, 2023.~~

~~Trading~~Our ofshift ~~our~~towards ~~Ordinary~~a ~~Shares~~BTC ~~on the Nasdaq Global Market was suspended on July 21, 2023. Since July 2, 2024, our Ordinary Shares have been quoted on the OTCQB. Over~~treasury-~~the-counter~~focused ~~markets which are less visible~~strategy, ~~less~~including ~~accessible~~staking and ~~less~~other ~~liquid~~decentralized ~~markets.~~finance ~~As a result~~activities, weexposes ~~have~~us ~~faced, and in the future could continue~~ to ~~face,~~ significant ~~material~~operational ~~adverse~~risks. ~~consequences,~~The ~~such~~Bitcoin asecosystem ~~(i)~~rapidly aevolves, ~~limited~~with ~~availability~~frequent ofupgrades ~~market~~and ~~quotations~~protocol ~~for~~changes ~~our Ordinary Shares; (ii) a reduced liquidity of our Ordinary Shares; (iii) a determination~~ that ~~our~~may ~~Ordinary Shares are a “penny stock” which will~~ require ~~brokers~~significant ~~trading~~adjustments into our ~~Ordinary~~operational ~~Shares~~setup. toThe ~~adhere~~upgrades ~~to more stringent rules~~ and ~~possibly~~protocol ~~result~~changes inmay arequire ~~reduced~~that ~~level~~we ofincur ~~trading~~unanticipated ~~activity~~costs ~~in the secondary trading market for our Ordinary Shares; (iv) a limited amount of news~~ and ~~analyst~~could ~~coverage;~~cause ~~and~~temporary ~~(v)~~service adisruptions ~~decreased ability~~ to ~~issue additional securities or obtain additional financing in~~ the ~~future~~Bitcoin network. ~~The~~We ~~delisting~~may ofalso ~~the~~need ~~Ordinary~~to ~~Shares~~employ ~~from~~third-party ~~the~~service ~~Nasdaq~~providers ~~Global Market may result~~ in ~~a loss of investor confidence and further decrease~~ our ~~visibility~~operations, ~~credibility and trading volume, all of~~ which ~~could~~may ~~adversely~~introduce ~~impact~~risks ~~the~~outside ~~market price~~ of our ~~Ordinary~~control, ~~Shares.~~including ~~See~~significant ~~“Item~~cybersecurity 1Arisks. ~~Risk~~Any ~~Factors—Risks related to our Securities—Following the delisting~~ of ~~our~~these ~~Ordinary~~operational ~~Shares~~risks ~~from~~could ~~the~~materially ~~Nasdaq~~and ~~Global~~adversely ~~Market~~affect ~~in February 2024, we may not be able to meet the initial listing requirements for admission of~~ our ~~Ordinary~~ability ~~Shares~~ to ~~trading~~execute ~~on Nasdaq or another stock exchange in~~ the ~~future~~Treasury orStrategy toand ~~pay~~may ~~for~~prevent ~~the~~us ~~costs~~from ~~associated~~realizing ~~with~~positive ~~such~~returns ~~an initial listing,~~ and ~~therefore~~could ~~may~~severely ~~not~~hurt ~~be able to have~~ our ~~Ordinary~~financial ~~Shares admitted to trading on a stock exchange in the future”~~condition.

~~Risks Related to Our Industry~~24

IfThe weconcentration ~~are able to access the unfunded portion~~ of ~~the Yorkville Commitment and implement the Debt Conversion,~~ our ~~success~~BTC ~~and~~holdings ~~future~~enhances ~~growth will be dependent upon~~ the ~~market’s~~risks ~~willingness~~inherent toin ~~adopt~~our ~~solar~~Bitcoin-~~powered~~focused ~~mobility solutions~~strategy.

IfWe wehave ~~are~~and ~~able to successfully access the unfunded portion of the Yorkville Commitment, we~~ intend to ~~focus~~purchase inBTC ~~the short- to medium-term on further developing~~ and ~~commercializing~~increase our ~~complete~~overall ~~solar~~holdings ~~solutions~~of asBTC ~~well~~in asthe ~~standalone components, including our proprietary solar charge controllers, with a focus on direct collaborations with OEMs and certain partners, including cooling unit and battery manufacturers~~future. ~~While~~The weintended ~~expect~~concentration ~~the~~of ~~Yorkville Commitment and the Debt Conversion, if achieved, to position us to obtain sufficient funding for~~ our ~~currently~~BTC ~~envisioned~~holdings ~~business~~limits ~~operations through~~ the ~~first~~risk ~~quarter~~mitigation ~~2026,~~that ~~our~~we ~~ability~~could toachieve ~~execute~~if ~~our~~we ~~long-term~~were ~~growth strategy will be dependent on our ability~~ to ~~secure~~purchase a ~~sufficient~~more ~~number~~diversified ofportfolio ~~future customer contracts or to secure other additional financing in order to fund the business from the second quarter~~ of ~~2026~~treasury ~~onwards. The market for mobility-related solar solutions is still evolving~~assets, ~~characterized by rapidly changing technologies, prices~~ and ~~other~~the ~~competition,~~absence ~~evolving~~of ~~government~~diversification ~~regulation~~enhances ~~and industry standards, as well as changing or uncertain consumer demands and behaviors. Factors that may influence~~ the ~~adoption~~risks ofinherent in our ~~solar~~Bitcoin-focused ~~technology solutions include:~~strategy.

27 If the Bitcoin network is disrupted or encounters any unanticipated difficulties, the value of BTC could be negatively impacted.

●If ~~perceptions~~the ~~about~~Bitcoin network is disrupted or encounters any unanticipated difficulties, then the ~~effectiveness~~processing of ~~mobility-related~~transactions ~~solar~~on ~~technology~~the ~~solutions;~~Bitcoin network may be disrupted, which in turn may prevent us from depositing or withdrawing BTC from our accounts with our custodian or otherwise affecting BTC transactions. Such disruptions could include, for example: the insolvency, business failure, interruption, default, failure to perform, security breach, or other problems of participants, custodians, or others; the closing of BTC trading platforms due to fraud, failures, security breaches or otherwise; or network outages or congestion, power outages, or other problems or disruptions affecting the Bitcoin network. Any disruption of the Bitcoin network could result in the inability of the Company to transfer or sell BTC, and the price of BTC.

●BTC ~~perceptions~~and ~~about~~other ~~the~~digital ~~quality~~assets are novel assets, ~~safety~~and are subject to significant legal, ~~design~~commercial, ~~performance~~regulatory and ~~cost~~technical ofuncertainty, ~~solar~~which ~~technology~~could ~~solutions;~~materially adversely affect the Company’s financial position, operations and prospects.

●BTC and other digital assets, as well as applications on blockchain networks such as Bitcoin, are relatively novel and are subject to significant ~~developments~~uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets and blockchain-based applications is unclear in ~~new~~certain ~~alternative~~respects, ~~technologies~~and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of BTC or other digital assets, ~~such~~or asthe ~~hydrogen~~ability ~~fuel~~of ~~cell~~blockchain-based ~~technology;~~applications to operate.

●The ~~improvements~~U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of BTC or the ability of individuals or institutions such as us to own or transfer BTC and utilize blockchain-based applications on networks such as Bitcoin. For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others, have been active in recent years, and in the ~~fuel~~United ~~economy~~Kingdom, the Financial Services and Markets Act 2023 became law. Additionally, legislative and regulatory priorities may change depending on changes in leadership, as evidenced by recent and proposed initiatives such as the Genius Act of ~~internal~~2025, ~~combustion~~the ~~engines;~~anticipated Digital Asset Market Clarity Act, and updates to the Commission’s Regulatory Flexibility Agenda. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC, Commodity Futures Trading Commission (“CFTC”), or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and BTC specifically. The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of BTC and in turn adversely affect the market price of our Ordinary Shares.

●Moreover, the ~~degree~~risks of ~~environmental~~engaging ~~consciousness~~in a digital asset treasury strategy are relatively novel and have created, and could continue to create complications due to the lack of ~~consumers;~~experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

●The ~~changes~~growth of the digital assets industry in general, and the ~~relative~~use ~~cost~~and acceptance of ~~electricity~~BTC in particular, ~~oil~~may also impact the price of BTC and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of the Bitcoin network and BTC may depend, ~~gasoline~~for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to BTC, institutional demand for BTC as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for BTC as a means of payment, and ~~hydrogen;~~the availability and popularity of alternatives to BTC. Even if growth in BTC adoption occurs in the near or medium term, there is no assurance that BTC and the Bitcoin network usage will continue to grow over the long term.

●A ~~government~~variety ~~regulations~~of ~~and~~technical ~~economic~~factors ~~incentives~~related ~~promoting~~to ~~fuel~~the ~~efficiency~~Bitcoin blockchain could also impact the price of BTC. The liquidity of BTC may also be reduced and ~~alternate~~damage ~~forms~~to the public perception of ~~energy;~~Bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold BTC, provide Bitcoin-related services or accept BTC as payment, which could also decrease the price of BTC.

●The liquidity of BTC may also be impacted to the ~~availability~~extent ofthat ~~tax~~changes in applicable laws and ~~other~~regulatory ~~governmental~~requirements ~~incentives~~negatively ~~promoting~~impact ~~e-mobility~~the orability ~~future~~of ~~regulation~~exchanges ~~requiring~~and ~~increased~~trading ~~use~~venues ofto ~~nonpolluting~~provide ~~mobility~~services ~~solutions;~~for BTC and other digital assets.

●Changes ~~macroeconomic~~in ~~factors~~regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns.

~~Solar-powered~~The ~~mobility~~regulatory ~~solutions~~regime ~~largely~~for ~~remain~~digital ~~commercially~~assets ~~unproven~~in the U.S. ~~Our~~and ~~solar-powered~~elsewhere ~~mobility~~is ~~solutions~~uncertain. ~~may~~The ~~therefore~~Company ~~not~~may be asunable ~~well~~to ~~accepted~~effectively byreact ~~the~~to ~~market~~proposed aslegislation ~~expected,~~and orregulation ~~may~~of ~~not~~digital ~~be accepted at all~~assets, ~~and~~which ~~may~~could ~~not~~adversely beaffect ~~able~~its ~~to claim the market position we hope for~~business.

The mobility market is highly competitive and even if we are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we may not be able to successfully commercialize our solar solutions in time or at all.25

~~The~~If ~~segment~~regulatory ofchanges ~~alternative~~or ~~mobility~~interpretations ~~solutions~~require isus ~~highly competitive and continuously evolving. We are not the only company seeking~~ to ~~develop~~register ~~and~~as ~~offer~~a ~~solar-powered~~money ~~mobility~~services ~~solutions.~~business ~~Numerous~~with ~~competitors~~The ~~strive~~Financial toCrimes ~~offer~~Enforcement ~~mobility~~Network ~~and~~(FinCEN) ~~e-mobility~~under ~~solutions to~~ the mass market and several other market players are currently experimenting with or intend to commercialize solar charging technology, including manufacturers with established brands and significantly greater financial resources than usU.S. ~~Some~~Bank ofSecrecy ~~our competitors benefit from greater financial resources~~Act, ~~more~~or ~~extensive~~as ~~development,~~a ~~manufacturing,~~money ~~marketing~~transmitter ~~and~~under ~~service~~state ~~capabilities~~laws, ~~owned~~we ~~manufacturing assets, greater brand recognition and a larger number of managerial and technical personnel. Smaller existing or future competitors~~ may be ~~acquired~~subject byto ~~larger~~extensive ~~companies~~regulatory ~~with significant capital or other resources~~requirements, ~~thereby~~resulting ~~further intensifying competition with us. Any inability on our part to remain competitive~~ in ~~terms~~significant ofcompliance ~~the~~costs ~~technology capabilities of our solar solutions could have a material adverse effect on our business, prospects, operating results~~ and ~~financial~~operational ~~condition~~burdens. AsIn such a ~~result~~case, ~~even~~we ifmay weincur ~~are~~extraordinary ~~able~~expenses to ~~successfully~~meet ~~access~~these ~~the~~requirements ~~unfunded~~or, ~~portion~~alternatively, ofmay ~~the~~determine ~~Yorkville~~that ~~Commitment~~continued ~~and~~operations ~~implement~~are ~~the~~not ~~Debt~~viable. ~~Conversion,~~If we ~~may~~decide ~~experience~~to acease ~~significant~~certain ~~reduction~~operations in ~~potential~~response ~~market~~to ~~share~~new ~~and~~regulatory ~~expected revenue streams~~obligations, ~~which~~such actions could ~~impact~~occur ~~our~~at ~~ability~~a totime ~~successfully~~that ~~market~~is ~~our~~unfavorable ~~solar~~to ~~technology and adversely affect our business, results of operations, financial position and cash flows~~investors.

WeMultiple ~~expect~~states ~~competition~~have inimplemented ~~our~~or ~~industry~~proposed toregulatory ~~intensify~~frameworks ~~in the future, particularly in light of increased demand~~ for ~~alternative~~digital ~~fuel~~asset ~~and~~businesses. aCompliance ~~regulatory~~with ~~push~~such ~~for e~~state-~~mobility~~specific ~~(e.g., CO2 target emission~~ regulations ~~and tax or other monetary incentives), as well as declining battery prices. Continuing globalization~~ may ~~lead~~increase tocosts ~~additional~~or ~~potential~~impact ~~competitors~~our inbusiness ~~emerging economies~~operations. ~~Factors affecting competition include manufacturing efficiency~~Further, ~~product~~if ~~prices~~we ~~and~~or ~~quality,~~our ~~performance and features, innovation and development time, reliability, safety, energy economy, charging options, customer~~ service ~~and~~providers ~~financing terms. Increased competition may lead to lower product sales and increased inventory, which may result in price pressure. Even if we~~ are ~~able~~unable to ~~access~~comply ~~the~~with ~~unfunded~~evolving ~~portion~~federal ofor ~~the~~state ~~Yorkville Commitment and implement the Debt Conversion~~regulations, we may ~~not~~ be ~~able~~forced to ~~successfully~~dissolve ~~compete~~or inliquidate ~~our~~certain ~~markets. In addition~~operations, ~~there~~which ~~can~~could bematerially noimpact ~~assurance that~~ our intention to focus in the short- to medium-term on further developing and commercializing our complete solar solutions as well as standalone components, including our proprietary solar charge controllers, with the focus on direct collaborations with OEMs and certain partners, including cooling unit and battery manufacturers, is a viable business setupinvestors.

28 If any of the digital assets that we hold are classified as a security, we may be subject to extensive regulation, which could result in significant costs or force us to cease operations.

~~Risks~~Regulatory ~~Related~~changes or interpretations that classify digital assets that we hold as a security under the Securities Act of 1933, as amended, or the Investment Company Act, could require us to ~~Our~~register ~~Business~~and comply with additional regulations. Compliance with these requirements could impose extraordinary, non-recurring expenses on our business. If the costs and ~~Operations~~regulatory burdens become too great, we may be forced to modify or cease certain operations, which could be detrimental to our investors.

WeThe ~~are~~SEC anhas ~~early-stage~~previously ~~company~~indicated ~~with~~that acertain ~~history~~digital ofassets ~~significant~~may ~~losses~~be ~~that~~considered ~~recently~~securities ~~adapted~~depending ~~its~~on ~~business~~their ~~model~~structure and ~~expects~~use. ~~continuing~~Future ~~losses~~developments ~~for~~could change the ~~foreseeable~~legal ~~future,~~status ~~which~~of ~~means~~digital assets that ~~our~~we ~~ability~~may hold, requiring us to ~~prevent~~comply ~~insolvency~~with ~~and~~securities ~~continue~~laws. asIf awe ~~going~~fail ~~concern~~to ~~and~~do so, if we ~~are~~may ~~successful~~be inforced ~~doing~~to ~~so,~~discontinue tosome ~~accomplish~~or ~~any~~all of our business ~~plans depends~~activities, onnegatively ~~our~~impacting ~~ability~~investments toin ~~imminently~~our ~~raise significant external financing~~securities.

~~For~~If the ~~year~~SEC ~~ended~~or ~~December~~other ~~31,~~regulators ~~2024,~~determine that digital assets that we ~~recorded~~may ahold ~~profit~~qualify ofas ~~€65.0 million~~securities, ~~mainly~~we ~~due~~may be required to ~~the~~change ~~one-time~~our ~~accounting~~operations, ~~impact~~wind ofdown ~~revaluation~~our ~~gains~~operations, ~~following~~or ~~the~~register ~~reconsolidation~~as ofan investment company under the ~~Subsidiary~~Investment ~~after~~Company Act. This classification would subject us to additional periodic reporting, disclosure requirements, and regulatory compliance obligations, significantly increasing our operational costs. Compliance with the ~~termination~~requirements of the ~~Self-Administration~~Investment ~~Proceedings~~Company inAct ~~early~~applicable ~~2024.~~to Weregistered ~~have~~investment ~~incurred~~companies ~~net~~may ~~losses~~make ~~since~~it ~~our~~difficult ~~inception~~for inus ~~March~~to ~~2016~~continue our current operations, ~~resulting~~and inthis anwould ~~accumulated~~materially ~~deficit~~and adversely affect our business, financial condition and results of ~~€321~~operations.~~4 million~~ asIn addition, if BTC or another digital asset we hold were determined to constitute a security for purposes of ~~December~~the 31federal securities laws, ~~2024~~we ~~compared~~would likely take steps to anreduce ~~accumulated~~the ~~deficit~~percentage of ~~€386~~BTC or such other digital assets that constitute investment assets under the Investment Company Act.~~5 million~~ asThese ofsteps ~~December~~may 31include, ~~2023~~among others, selling BTC that we might otherwise hold for the long term and deploying our cash in non-investment assets, and we may be forced to sell our BTC or other digital assets at unattractive prices, or cease our operations.

~~Even~~Although if we ~~are~~do ~~able~~not tocurrently ~~successfully~~engage ~~access~~in ~~the~~investing, ~~unfunded~~reinvesting, ~~portion~~or oftrading ~~the~~securities, ~~Yorkville~~and ~~Commitment~~we ~~and~~do ~~implement~~not ~~the~~hold ~~Debt~~ourselves ~~Conversion~~out as an investment company, we ~~expect~~could toinadvertently ~~generate~~be ~~operating~~deemed ~~losses~~one inunder ~~2025~~the ~~and~~Investment ~~may~~Company ~~continue~~Act. toIf ~~generate~~we ~~operating~~are ~~losses~~unable ~~thereafter~~to ifrely on an exclusion, we ~~are~~would ~~not~~be ~~able~~required to ~~significantly~~register ~~scale~~with ~~our~~the ~~commercial production~~SEC, ~~sales~~which ~~and~~could ~~operations~~impose asadditional ~~planned~~financial and regulatory burdens.

~~We have already realized revenues from certain of our solar technology products. However~~Further, ~~such~~state ~~sales~~regulators ~~were,~~may ~~and~~conclude atthat ~~least~~the indigital ~~the~~assets ~~short~~we ~~term~~hold are ~~expected~~securities tounder ~~remain,~~state ~~only marginal and will not be sufficient to support our operations and cash requirements until we significantly scale our operations~~laws, ~~which~~requiring isus ~~currently expected~~ to ~~occur~~comply ~~in the second half of 2025. We finished the development phase~~ with ~~respect~~state-specific tosecurities ~~our Solar Bus Kit and other solar kits for commercial vehicles and started commercial production in the second quarter of 2024~~regulations. WeStates ~~are~~like inCalifornia ~~discussions with several potential customers and~~ have ~~been~~stricter ~~developing~~definitions ~~a potential customer base by signing letters~~ of ~~intent~~“investment ~~and~~ contracts” ~~for~~than ~~pilot~~the ~~fleets and prototypes~~SEC, ~~and~~increasing ~~although~~ the ~~pre-series~~risk ~~version~~ of ~~our~~additional ~~Solar~~regulatory Bus Kit has been installed and is currently in operation on buses of multiple customers, we have not yet executed any large-volume binding series sales contracts for our solar kits for commercial vehiclesscrutiny. We seek to increase monetization of our technology, with a focus on commercializing our complete solar solutions as well as standalone components, including our proprietary solar charge controllers, with the focus on direct collaborations with OEMs and certain partners, including cooling unit and battery manufacturers

If we are able to successfully access the unfunded portion of the Yorkville Commitment, implement the Debt Conversion and continue as a going concern, we would expect to continue to incur additional expenses as we seek to further develop, expand and refine our solar technology and to invest in sales and operations. We would also expect to incur expenses related to the continued commercialization of our technology, increasing our sales and marketing activities with the goal of building our brand and adding infrastructure and personnel to support our growth. In addition, we currently continue to incur various expenses from, for example, general administrative functions, our headquarters, our efforts to meet the initial listing requirements for the Nasdaq Capital Market and costs relating to being a public company. We will not be able to cover our expenses with revenues at least until we significantly increase the scale of our operations. We expect to incur additional substantial expenses in the foreseeable future. The ~~activities~~classification ~~related to our solar technology and the development~~ of ~~our~~digital ~~business~~assets ~~may result in prolonged losses. There is no guarantee~~ that we ~~would~~hold ~~ever reach meaningful revenue levels or profitability or even that we will be able to continue~~ as a ~~going~~commodity ~~concern.~~could ~~Our~~subject ~~ability~~us to ~~reach~~additional ~~profitability~~CFTC inregulation, ~~the~~resulting ~~future will not only depend on our ability to successfully implement the change~~ in ~~our~~significant ~~business~~compliance to exclusively retrofitting and integrating our solar technology onto third party vehicle and to further develop and commercialize our solar technology but also on our ability to control our expenses and capital expenditures and manage our costs efficiently. If we are unable to achieve profitability, we may have to reduce the planned scale of our operations, which may impact our business growth and adversely affect our financial condition, results of operations, financial position and cash flows. In addition, our continuous operation and our ability to continue as a going concern will depend on our ability to secure a sufficient number of future customer contracts or ~~to secure sufficient external equity or debt financing in order to fund~~ the ~~business~~cessation ~~from the second quarter~~ of ~~2026~~certain ~~onwards. If we do not succeed in doing so, we may need to curtail our~~ operations~~, which could adversely affect our business, results of operations, financial position and cash flows and may ultimately lead to insolvency and liquidation~~.

29 Under current interpretations, BTC could be classified as a commodity under the Commodity Exchange Act and could be subject to regulation by the CFTC. If our activities require CFTC registration, we may be required to comply with extensive regulatory obligations, which could result in significant costs and operational disruptions. Additionally, current and future legislative or regulatory developments, including new CFTC interpretations, could further impact how BTC is classified and traded.

~~There~~If isBTC noare ~~historical~~regulated ~~basis~~as ~~for~~a ~~reliably assessing the market potential and demand for our products~~commodity, our ability to integrate and deliver our products at commercial scales or our future profitability. There can be no assurance that any of our products, including our complete solar solutions and standalone products and services, will be commercially successful or that we ~~will~~may be ~~able~~required to ~~scale~~register ~~our~~as ~~operations. We currently rely on~~ a ~~select~~commodity ~~range~~pool ofoperator ~~products, including our complete solar solutions for commercial vehicles, which integrate solar panels, high-voltage~~ and ~~low-voltage~~register ~~solar~~the ~~charge~~Company ~~controllers,~~as ~~telematics and~~a ~~dashboard~~commodity ~~services~~pool ~~into~~with ~~commercial~~the ~~vehicles.~~CFTC ~~Additionally,~~through wethe ~~offer~~National ~~customers~~Futures ~~standalone solar charge controllers, solar modules, data services, electrical interface solutions and engineering services~~Association. IfCompliance ~~the~~with ~~market does not accept~~ these ~~solutions~~additional orregulatory ifrequirements ~~demand~~could ~~does~~result ~~not~~in ~~develop as expected~~substantial, wenon-recurring ~~will have no alternative product line to offset the shortfall. We have no reliable basis for the prediction of our future revenues and~~ expenses, ~~and~~adversely weaffecting ~~may~~an ~~have~~investment ~~limited~~in ~~insight into future trends that may emerge and affect~~ our ~~business~~securities. ~~The~~If ~~estimated costs and timelines that~~ we ~~have~~determine ~~developed~~not to ~~scale~~comply ~~the~~with ~~commercial~~such ~~production~~regulations, ofwe ~~our~~may ~~products~~be ~~are~~forced ~~subject~~ to ~~inherent~~cease ~~risks~~certain ~~and~~operations, ~~uncertainties~~which ~~involved~~could innegatively ~~the~~impact ~~transition from a start-up company focused on development activities to the commercial-scale sourcing and sale of~~ our ~~products~~investors. ~~You should therefore consider our business and prospects in light of the risks and challenges we face as a new market entrant, including, but not limited to:~~

●We ~~our~~are ~~ability~~not subject to ~~successfully~~legal ~~scale~~and ~~the~~regulatory ~~commercial~~obligations ~~production~~that ~~and~~apply ~~sales~~to ofinvestment ~~our~~companies ~~complete~~such ~~solar~~as ~~solutions~~mutual ~~for~~funds ~~commercial~~and ~~vehicles~~exchange-traded ~~and~~funds, ~~standalone~~or ~~solar~~to ~~products~~obligations ~~and~~applicable ~~services;~~to investment advisers.

●Mutual ~~our~~funds, ~~ability~~exchange-traded funds (ETFs) and their management are subject to ~~obtain,~~extensive ~~maintain~~regulation as “investment companies” and ~~protect~~“investment ~~patents~~advisers” under U.S. federal and ~~other~~state ~~intellectual~~law; ~~property~~this ~~rights~~regulation ~~that~~is intended for the benefit and protection of investors. We are ~~crucial~~not subject to, ~~our~~and ~~solar~~do ~~technology~~not otherwise voluntarily comply with, these laws and ~~commercialization~~regulations. ~~efforts~~This means, among other things, that the execution of our changes to our digital asset strategy, our use of leverage, our ability to engage in transactions with affiliated parties and our ~~target~~operating ~~markets;~~and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers.

~~● our ability to raise the funding required to develop business operations and sales;~~26

●Due ~~our~~to ~~ability~~the tounregulated ~~maintain~~nature and lack of transparency surrounding the operations of many digital asset trading venues, ~~further~~digital ~~develop~~asset trading venues experience greater risk of fraud, market manipulation and ~~improve~~other ~~our~~deceptive ~~solar~~marketing ~~solutions~~practices, as well as security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in digital asset trading venues and ~~any~~adversely ~~other~~affect ~~variations~~the ~~thereof;~~value of digital assets, and the Company’s financial position, operations and prospects.

●Digital ~~customer~~asset ~~acceptance~~trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many digital asset trading venues that do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in digital asset trading venues, including prominent exchanges that handle a significant volume of such trading and/or ~~demand~~are subject to regulatory oversight, in the event one or more digital asset trading venues cease or pause for ~~our~~a ~~products;~~prolonged period the trading of digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

●Negative ~~our~~perception, ~~ability~~a lack of stability in the broader digital asset markets and the closure, temporary shutdown or operational disruption of digital asset trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the digital asset ecosystem, due to ~~turn~~fraud, ~~profitable~~business failure, ~~scale~~cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in digital assets and the broader digital asset ecosystem and greater volatility in the price of digital assets. The price of our ~~operations~~listed securities may be affected by the value of our future digital asset holdings, and ~~build~~the failure of a ~~well-recognized~~major ~~and~~participant ~~respected~~in ~~brand~~the ~~cost-effectively;~~ecosystem could have a material adverse effect on the market price of our listed securities.

●Our ~~our~~historical ~~ability~~financial statements do not reflect the potential variability in earnings that we may experience in the future relating to ~~develop~~our ~~and~~proposed ~~maintain~~holdings ~~relationships~~of ~~with~~digital ~~key~~assets. Accordingly, it may be difficult to evaluate the Company’s business ~~partners~~and ~~who~~future ~~are~~prospects, ~~crucial~~and ~~for~~the ~~our~~Company ~~operations~~may ornot ~~who~~be ~~directly~~able ~~deal~~to ~~with~~achieve ~~end~~or ~~users~~maintain profitability in ~~our~~any ~~target~~given ~~market;~~period.

●Our ~~our~~historical ~~ability~~financial tostatements ~~navigate~~do not reflect the ~~evolving~~potential ~~regulatory~~variability ~~environment~~in earnings that we may experience in the future from holding or selling digital assets. The price of digital assets generally has historically been subject to dramatic price fluctuations and ~~potentially~~is ~~expand~~highly volatile. We will need to perform an analysis each quarter to identify whether events or changes in circumstances indicate that our ~~product~~digital ~~line-up;~~assets are impaired. As a result, volatility in our earnings may be significantly more than what we experienced in prior periods.

●The ~~our~~lack ~~ability~~of tolegal ~~improve~~recourse and ~~maintain~~insurance ~~our~~for ~~operational~~digital ~~efficiency,~~assets ~~set~~increases upthe ~~and~~risk ~~manage~~of ~~our~~total ~~supply~~loss ~~chain~~in ~~efficiently~~the ~~and~~event ~~adapt~~of totheft ~~changing~~or ~~market conditions, including technological developments and changes in our competitive landscape; and~~destruction.

●Digital assets that we acquire will not be insured against theft, loss or destruction. If an event occurs where we lose our digital assets, whether due to cyberattacks, fraud or other malicious activities, we may not have any viable legal recourse or ability to ~~find~~recover the ~~necessary~~lost ~~qualified~~assets. ~~personnel~~Unlike ~~and~~funds held in insured banking institutions, our digital assets are not protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. If our digital assets are lost under circumstances that render another party liable, there is no guarantee that the responsible party will have the financial resources to ~~build~~compensate upus. As a result, we and ~~scale~~our ~~functioning~~shareholders ~~structures~~could ~~within~~face ~~the~~significant ~~Subsidiary~~financial losses.

~~Following~~The ~~our~~Company ~~emergence~~will ~~from~~face ~~the~~risks ~~former~~relating ~~Self-Administration~~to ~~Proceedings, our business was restructured, which included~~ the ~~release~~custody of ~~significant~~its ~~liabilities and~~digital ~~entailed~~assets. ~~significant~~If ~~changes~~we toor our ~~consolidated~~third-party ~~balance~~service ~~sheet~~providers ~~and~~experience ~~consolidated~~a ~~statement~~security ofbreach ~~operations.~~or Incyberattack ~~addition,~~and ~~due~~unauthorized toparties ~~the~~obtain ~~opening~~access ofto ~~the~~our ~~Self-Administration~~private ~~Proceedings~~keys, ~~the~~or ~~Company~~if ~~lost~~our ~~control~~private ofkeys ~~the~~are ~~Subsidiary~~lost onor ~~May 19~~destroyed, ~~2023~~or ~~and~~other ~~regained~~similar ~~control~~circumstances ~~when~~or ~~the~~events ~~Subsidiary exited the Subsidiary Self-Administration Proceedings on February 29~~occur, ~~2024.~~we ~~The~~may ~~effect~~lose ofsome ~~the~~or ~~loss~~all of ~~control~~our isdigital ~~that in 2023, the results of the Subsidiary were consolidated up until the loss of control and the~~ assets and ~~liabilities~~our ~~of the Subsidiary were derecognized from the consolidated statement of~~ financial ~~position.~~condition ~~The~~and ~~Subsidiary~~results ~~is again consolidated with the Company following the Company’s regaining~~ of ~~control~~operations incould ~~2024. As a result, our financial information going forward may in many respects not~~ be ~~comparable~~materially toadversely ~~our historical financial information~~affected. In addition, the financial information for the years ending December 31, 2022 and 2023 contains significant expenses related to the Company’s former Sion passenger car program, which was terminated in February 2023.

30 We expect our primary counterparty risk with respect to our BTC will be custodian performance obligations under the custody arrangements we enter into. A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, SEC enforcement actions against other providers, or placement into receivership or civil fraud lawsuit against digital asset industry participants have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Legal precedent created in these bankruptcies and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.

WeNo ~~used~~assurance ~~the~~can ~~proceeds~~be provided that our custodially held BTC will not become part of the ~~Yorkville~~custodian’s ~~Restructuring~~insolvency ~~Investment~~estate if one or more of our custodians enters bankruptcy, ~~and~~receivership or similar insolvency proceedings. Additionally, if we ~~intend~~pursue any strategies to ~~use~~create ~~the~~income ~~financing~~streams ~~that~~or otherwise generate funds using our BTC holdings, we ~~obtain~~would inbecome ~~connection~~subject ~~with~~to ~~the~~additional ~~Yorkville~~counterparty ~~Commitment~~risks. We will need to carefully evaluate market conditions, ~~assuming~~including weprice ~~are~~volatility ~~able~~as well as service provider terms and market reputations and performance, among others, prior to implementing any such strategy, all of which could affect our ability to successfully ~~close~~implement ~~the~~and ~~transactions~~execute ~~contemplated~~on byany ~~the~~such ~~Securities~~future ~~Purchase~~strategy. ~~Agreement~~These risks, ~~mainly~~along towith ~~finance~~any significant non-performance by counterparties, including in particular the ~~operations~~custodian or custodians with which we will custody substantially all of ~~the~~our ~~Companies~~BTC, could have a material adverse effect on our business, prospects, financial condition, and operating results.

~~Our current dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern.~~27

AsThe airreversibility ~~result~~ of ~~our~~digital ~~past~~asset ~~recurring~~transactions ~~losses~~exposes ~~from~~us ~~operations and the need for additional financing~~ to ~~fund~~risks ~~our~~of ~~operating~~theft, loss and ~~capital~~human ~~requirements~~error, ~~despite~~which ~~the~~could ~~change~~negatively inimpact our business ~~model, we decided to apply for the Self-Administration Proceedings in May 2023~~. On January 31, 2024, the Subsidiary withdrew its application for Preliminary Self-Administration Proceedings, and the Subsidiary exited its Self-Administration Proceedings on February 29, 2024 via the Plan.

~~Because~~Digital ofasset ~~the~~transactions ~~risks~~are ~~and~~not, ~~uncertainties~~from ~~associated~~an ~~with~~administrative ~~the Yorkville Commitment and the Debt Conversion~~perspective, ~~management~~reversible ~~cannot~~without ~~accurately predict or quantify~~ the ~~ultimate~~consent ~~impact~~and ~~that~~active ~~transactions~~participation ~~contemplated~~of by the ~~Securities~~recipient ~~Purchase~~of ~~Agreement and Exchange Agreement may have on~~ the ~~Companies,~~transaction ~~and thus~~or, ~~there is no certainty as to our ability to continue as a going concern. In addition, our independent registered public accounting firm has included a “going concern” explanatory paragraph~~ in ~~its report on our financial statements for the year ended December 31~~theory, ~~2024,~~control ~~indicating~~or ~~that~~consent ~~there~~of is a ~~substantial~~majority ~~doubt about our ability to continue as a going concern. Even if we are able to successfully access the unfunded portion~~ of the ~~Yorkville~~processing ~~Commitment~~power ~~and implement the Debt Conversion, the Company’s business plan is reliant~~ on ~~income~~that ~~from~~digital ~~customers.~~asset ~~While there are several letters of intent, as of the date of this Annual Report, no large-volume contracts with regards to our solar products have been signed~~network. AsOnce a ~~result,~~transaction ~~there~~has isbeen averified ~~risk~~and ~~that~~recorded ~~revenue will be less than expected~~ in ~~2025. Similarly, there is~~ a ~~risk~~block that ~~our solar technology~~ is ~~not~~added ~~fully~~to ~~functional or available on~~ the ~~anticipated~~blockchain, ~~schedule~~an orincorrect attransfer ~~all,~~of ~~which~~digital ~~would~~assets ~~result~~or in a ~~delay~~theft ~~in realizing potential revenue. Finally, we expect the Yorkville Commitment, coupled with implementation~~ of ~~the~~digital ~~Debt~~assets ~~Conversion,~~generally towill ~~provide~~not ~~funding~~be ~~through the first quarter of 2026. Therefore~~reversible, ~~even~~and if we ~~are~~may ~~successful~~not inbe ~~obtaining~~capable ~~the unfunded portion~~ of ~~the~~seeking ~~Yorkville~~compensation ~~Commitment~~for ~~and~~any ~~implementing~~such ~~the~~transfer ~~Debt Conversion, we will have to either secure a sufficient number of future customer contracts~~ or ~~other additional financing in order to fund the business from the end of the first quarter 2026 onwards.~~theft

WeAlthough ~~have~~we ~~identified~~plan ~~multiple~~to ~~material~~regularly ~~weaknesses~~transfer indigital ~~our~~assets ~~internal~~to ~~control~~or ~~over~~from ~~financial~~vendors, ~~reporting~~consultants and, asservices ~~a result~~providers, ~~management~~it ~~has~~is ~~concluded~~possible that ~~our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31~~, ~~2024.~~through ~~Even~~computer ~~though~~or wehuman ~~plan on remediating these material weaknesses~~error, ~~if we are unable to do so,~~ or ifthrough ~~other~~theft ~~control deficiencies are identified as a result of ongoing~~ or ~~future~~criminal ~~processes~~action, wesuch ~~may~~assets ~~not~~could be ~~able~~transferred toin ~~report~~incorrect ~~our~~amounts ~~financial results accurately, prevent fraud~~ or ~~file~~to ~~our~~unauthorized ~~periodic~~third ~~reports as a public company in a timely manner~~parties.

InTo ~~connection with~~ the ~~audits~~extent ofwe ~~our~~are ~~consolidated~~unable ~~financial~~to ~~statements~~seek ~~for~~a ~~the~~corrective ~~years~~transaction ~~ended~~to ~~December~~identify ~~31, 2023, 2022 and 2021, and management’s assessment of~~ the ~~effectiveness~~third ofparty ~~our~~which ~~internal~~has ~~controls~~received ~~and procedures for the year ended December 31, 2024, we identified multiple material weaknesses in~~ our ~~internal~~digital ~~control~~assets ~~over~~through ~~financial~~error ~~reporting. A “material weakness” is a deficiency,~~ or ~~a combination of deficiencies~~theft, inwe ~~internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or condensed consolidated interim financial statements~~ will ~~not~~ be ~~prevented~~unable orto ~~detected~~revert onor aotherwise ~~timely~~recover ~~basis. Due to~~ the ~~multiple~~impacted ~~material~~digital ~~weaknesses identified~~assets, ~~which~~and ~~had~~any ~~not~~such ~~been~~loss ~~remediated~~could asadversely ofaffect ~~December~~our 31business, ~~2024,~~results ~~our~~of ~~management~~operations ~~concluded~~and ~~that our internal control over~~ financial ~~reporting and our disclosure controls and procedures were not effective as of December 31, 2024~~condition.

InThe ~~light of the Companies’ successful~~ emergence ~~from~~or ~~their~~growth ~~respective Self-Administration Proceedings and the restructuring and recapitalization~~ of ~~our~~other ~~businesses,~~digital ~~we are currently planning measures to remedy such material weaknesses. Beginning January 1~~assets, ~~2025,~~including ~~the~~those ~~planned remedial measures began~~ with ~~the~~significant ~~hiring~~private ofor ~~additional~~public ~~accounting~~sector staff and the appointment of a new chief financial officer who possess the requisite skills to address technical accounting and reporting issues and implement processes that include taking steps to improve our controls and procedures. We continue to devote attention to remediating these deficiencies and specifically plan to incorporate automated and software-based accounting toolsbacking, ~~engage~~including ~~third~~by ~~parties to support our internal resources related to accounting and internal controls~~governments, ~~implement~~consortiums ~~ongoing~~or internal trainings for our accounting and finance teams and continue to invest in our finance IT systems. While we are continuing to work on remediating the weaknesses identified, and plan to remediate these weaknesses in 2025, based on our limited financial ~~and operational resources~~institutions, wecould ~~cannot at this time guarantee that we will~~ have ~~remediated~~a ~~these~~negative ~~material~~impact ~~weaknesses~~on ~~this~~the ~~year.~~price ~~The~~of ~~remediation~~BTC ~~measures are time-consuming~~ and ~~costly~~adversely ~~and~~affect ~~place~~the ~~significant~~Company’s ~~demands on our financial and operational resources~~securities.

~~During~~Following the ~~course~~launch of ~~documenting~~the ~~and~~Company’s ~~testing~~proposed ~~our~~digital ~~internal~~asset ~~control~~treasury ~~procedures~~strategy, inas ~~the~~a ~~future~~result of our Bitcoin-focused strategy, we, orexpect anour ~~outside~~assets ~~advisor~~to be concentrated in BTC holdings. Accordingly, ~~may~~the ~~identify~~emergence or growth of digital assets other ~~weaknesses~~than ~~and~~BTC, ~~deficiencies~~including inthose ~~our~~with ~~internal~~significant ~~control~~private ~~over~~or ~~financial~~public ~~reporting.~~sector Inbacking, ~~addition~~including by governments, ifconsortiums weor ~~fail~~financial toinstitutions, ~~maintain~~may ~~the~~have ~~adequacy~~a ofmaterial ~~our~~adverse ~~internal~~effect ~~control~~on ~~over~~our financial ~~reporting~~condition. There are numerous alternative digital assets and many entities, asincluding ~~these~~consortiums ~~standards~~and ~~are~~financial ~~modified~~institutions, ~~supplemented~~are orresearching ~~amended~~and ~~from~~investing ~~time~~resources tointo ~~time,~~private weor ~~may~~permissioned ~~not~~blockchain beplatforms. ~~able~~If tothe ~~conclude~~mechanisms or network effects on analternative ~~ongoing~~blockchain ~~basis~~platforms ~~that~~are weperceived ~~have~~as ~~effective~~superior ~~internal~~to ~~control~~the ~~over~~Bitcoin ~~financial~~network, ~~reporting~~those indigital ~~accordance~~assets ~~with~~could ~~Section~~gain ~~404~~market ofshare ~~the~~relative ~~Sarbanes-Oxley~~to ~~Act~~Bitcoin.

Further we are non-compliant with the Dutch financial reporting requirements with regard to the timely filing of our audited 2023, 2022, 2021 and 2020 Dutch statutory financial statements with the Dutch trade register and, following the corporate measures implemented in connection with the restructuring of our business and resulting personnel and other limitations, it is likely that we will not be timely with the filing of our audited 2024 Dutch statutory financial statements with the Dutch trade register. Dutch financial reporting rules require the timely filing of our audited Dutch statutory financial statements with the Dutch trade register. Non-compliance with these filing requirements exposes us to penalties and fines. Non-compliance with the requirements under Dutch law with respect to the preparation, audit and publication of our Dutch statutory financial statements could also lead to increased exposure for our management board and supervisory board members to direct liability under the standards of Dutch corporate law, which may negatively affect our reputation.28

31 Risks Related to Our Business and Operations

InWe ~~addition,~~have ~~the~~a ~~Subsidiary~~history ~~is non-compliant with German financial reporting requirements with regard to the timely filing~~ of ~~its~~significant ~~2023~~operating ~~and~~losses ~~2022~~since ~~statutory~~inception ~~financial statements with the German trade register~~ and ~~the~~our ~~German~~ability ~~Federal~~to ~~Gazette,~~continue ~~which~~as ~~has~~a ingoing ~~the~~concern ~~past led, and - until compliance~~ is ~~established~~subject -to ~~may~~significant ~~in the future lead~~uncertainty, ~~to the imposition of penalties~~ and there ~~fines.~~can ~~German~~be ~~financial~~no ~~reporting~~assurance ~~rules~~that ~~under~~our ~~the~~Treasury ~~Securities~~Strategy ~~Trading~~will ~~Act~~be ~~(Vermögensanlagegesetz)~~successfully ~~require~~implemented ~~the~~or ~~timely~~that ~~filing~~additional offinancing ~~the~~will ~~Subsidiary’s~~not ~~audited~~be ~~German statutory financial statements by June 30 of the year following the applicable financial period~~required. ~~Non-compliance with these filing requirements exposes us to penalties and fines.~~

~~Any~~For ~~failure~~the onyear ~~our~~ended ~~part~~December ~~to discover and/or remediate existing material weaknesses~~31, ~~to discover and address any other control deficiencies and to achieve and maintain an effective internal control environment~~2025, ~~could~~we ~~result~~recorded ina ~~inaccuracies~~profit inof ~~our~~€4.0 ~~consolidated financial statements~~million, ~~could~~ ~~impair~~mainly ~~our~~due ~~ability~~ to ~~comply~~the ~~with~~recorded ~~applicable~~gain ~~financial~~from ~~reporting~~change ~~requirements~~in ~~and~~the ~~make~~fair ~~related~~value ~~regulatory~~of ~~filings~~convertible ondebentures acarried ~~timely~~at ~~basis~~fair ~~and~~value. ~~could~~For ~~cause~~the ~~investors~~same toperiod ~~lose~~we ~~confidence~~recorded inan ~~our~~operating ~~reported~~loss ~~financial~~of ~~information~~€7. ~~This could~~7 million, inwhile ~~turn, limit~~ our ~~access~~net tocash ~~capital~~used ~~markets,~~in ~~harm our results of~~ operations ~~and~~amounted ~~lead~~ to a€7.3 ~~decline~~million. inWe ~~the~~have ~~trading~~incurred ~~price~~net oflosses since our ~~Ordinary~~inception ~~Shares.~~in ~~Additionally,~~March ~~ineffective~~2016 ~~internal~~up ~~control~~until ~~over~~2024, ~~financial~~resulting ~~reporting~~in ~~could~~an ~~expose~~accumulated usdeficit ~~to increased risk~~ of ~~fraud~~€317.4 ormillion ~~misuse~~as of ~~corporate~~December ~~assets~~31, ~~and~~2025 ~~subject~~compared us to ~~potential~~an ~~regulatory~~accumulated ~~investigations~~deficit ~~and~~of ~~civil or criminal sanctions~~€321.4 Wemillion ~~cannot~~as ~~assure you that all~~ of ~~our~~December ~~existing material weaknesses have been identified~~31, ~~that we will not identify additional material weaknesses in the future or that we will be able to achieve and maintain an effective internal control environment~~2024.

~~Our~~Subsequent ~~ability~~to December 31, 2025, we implemented a series of actions intended to ~~scale~~improve ~~the~~liquidity ~~commercial~~and ~~production~~reduce ongoing cash requirements. These actions, which are more fully described in “Item 17 – Subsequent Events” of Part II, Item 8 of this Annual Report, included: (i) raising gross proceeds of approximately $5.0 million in March 2026, consisting of a $3.0 million convertible debenture and a pre-funded warrant issued for aggregate proceeds of approximately $2.0 million; (ii) adopting our ~~solar~~Treasury ~~technology~~Strategy isand ~~unproven~~entering into an institutional framework with Blockchain.com (BVI) II Limited in the form of the ISDA Master Agreement and wethe ~~may~~related ~~fail~~Schedule and Credit Support Annex, to ~~further~~facilitate ~~scale~~related ~~production~~derivative and ~~move~~hedging ~~toward~~transactions ~~broader~~in ~~commercialization~~connection ofwith our ~~product~~digital ~~offerings,~~asset ~~further~~holdings; ~~develop~~and (iii) terminating current and future funding commitments to the Subsidiary (Sono Motors GmbH) and initiating our exit from the legacy solar ~~technology~~operations ~~and~~conducted ~~reach~~through the Subsidiary, which is expected to materially reduce our ~~sales~~ongoing ~~targets~~cash ~~within~~outflows. Management believes that these actions, taken together, may provide sufficient resources to fund our streamlined operating plan under the ~~intended~~Treasury ~~timeframe~~Strategy, ~~budget~~consisting orprincipally of holding company overhead and public company compliance costs, for at ~~all~~least twelve months from the date the financial statements are issued. Our independent registered public accounting firm has included a going concern explanatory paragraph in its report on our financial statements for the year ended December 31, 2025, indicating that substantial doubt about the Company's ability to continue as a going concern exists.

~~Our~~However, ~~future success will depend in large part on~~ our ability to ~~execute~~maintain ~~our~~adequate ~~plans~~liquidity toremains ~~commercialize~~subject ~~and~~to ~~further~~significant ~~develop~~uncertainties, ~~our~~including, ~~proprietary~~among ~~solar~~other ~~technology~~things, atthe ~~large~~price ~~scale.~~volatility ~~Our~~and ~~industry~~liquidity ischaracteristics ~~characterized~~of bydigital ~~rapid~~assets, ~~technological~~the ~~evolution~~terms and ~~continuing~~potential ~~technological~~collateral ~~changes,~~requirements ~~which~~of ~~could~~transactions ~~adversely~~entered ~~affect~~into ~~demand~~in ~~for~~connection ~~our~~with ~~products. Our efforts to scale~~ the ~~commercial~~Treasury ~~production of our product offerings~~Strategy, ~~further~~the ~~develop~~timing ~~our solar technology~~ and ~~expand~~costs ~~our~~associated ~~product~~with ~~offerings~~exiting ~~may~~the ~~not~~legacy besolar ~~successful,~~operations ~~and~~(which we ~~may~~are ~~not~~currently beunable ~~able~~ to ~~realize~~estimate), ~~all~~and ~~advertised~~that ~~specifications of~~ our ~~technology.~~outstanding Weconvertible ~~further~~debenture ~~have~~issued to ~~secure~~Yorkville in the ~~supply~~first quarter of ~~necessary~~fiscal ~~components~~2026 ~~and~~will ~~raw~~reach ~~materials~~maturity onin ~~acceptable~~March ~~terms.~~2027, ~~Our~~which ~~products~~may ~~also~~require ~~have~~us to ~~meet~~negotiate ~~stringent~~a ~~and~~refinancing ~~constantly~~or ~~evolving~~conversion ~~safety~~of ~~and~~the ~~certification~~debenture ~~requirements,~~prior ~~potentially~~to inor ~~various~~at ~~jurisdictions,~~maturity. ~~and~~There ~~there~~can isbe no ~~guarantee~~assurance that ~~our~~the ~~products~~Treasury orStrategy ~~vehicles equipped with our solar kits~~ will ~~receive~~generate the ~~required~~anticipated ~~certification~~returns, ~~from~~that ~~relevant authorities. Given~~ the ~~complexities~~exit ~~involved~~from inour ~~the~~legacy ~~preparation~~solar ofoperations ~~our~~will ~~solar~~be ~~technology~~completed ~~for~~without ~~the~~material ~~mass~~unforeseen ~~market~~costs, ~~there~~or ~~is no guarantee~~ that weadditional financing will not be ~~successful~~required ~~within~~beyond the ~~intended~~next ~~timeframe~~twelve ormonths. ~~budget~~If orwe atare ~~all.~~unable ~~Any~~to ~~delay~~generate insufficient ~~committed~~cash orflows ~~planned~~from ~~timelines~~the ~~due~~Treasury ~~to,~~Strategy ~~for~~or ~~example,~~to asecure ~~delay~~additional infinancing ~~the~~as ~~financing~~required, ~~development~~we ormay ~~regulatory~~need ~~approval~~to ofcurtail our ~~solar~~operations, ~~technology~~which could ~~materially~~adversely ~~damage~~affect our ~~brand,~~ business, ~~prospects,~~ financial condition, results of operations and cash flows, and ~~could~~may ultimately lead to ~~material~~insolvency ~~liquidity~~or ~~constraints~~liquidation. See also “Risk Factors—Risks Related to Our Business and Operations—We have yet to enter into contractual agreements with many of our prospective suppliers and business partners and may have to renegotiate these agreements as we scale our business”.

In ~~early 2023~~addition, weas ~~decided~~a ~~that~~result itof ~~is not feasible for us to further pursue~~ the ~~development~~opening ~~and~~of ~~commercialization~~self-administration ofproceedings ~~the~~in ~~Sion~~2023, ~~which~~ the Company ~~had~~lost ~~envisaged~~control toof ~~become~~Sono anMotors ~~affordable~~GmbH ~~solar~~on ~~electric~~May ~~vehicle.~~19, ~~There~~2023 ~~is no guarantee that this change~~ and ~~emphasis~~regained ofcontrol ~~our~~upon ~~business~~the ~~activities~~Subsidiary's ~~proves~~exit ~~successful.~~from Wethose ~~may~~proceedings ~~decide~~on toFebruary ~~abandon this project~~29, ~~due~~2024. ~~to,~~In ~~for example, a change in~~ the ~~regulatory~~first ~~framework,~~quarter ~~lack~~ of ~~feasibility~~2026, ~~engineering~~the ~~issues,~~Company ~~lack~~determined ofto ~~skilled~~cease ~~research~~funding ~~and~~to ~~development~~Sono orMotors ~~other~~GmbH ~~personnel,~~and ~~lack~~exit ofits ~~supplier~~legacy ~~capacity~~solar orbusiness ~~availability,~~to ~~lack~~focus ofexclusively ~~customer~~on ~~demand~~the orTreasury ~~our~~Strategy, ~~inability~~as todescribed ~~secure sufficient capital~~above. InAs ~~such~~ a ~~case~~result, weour ~~may~~financial ~~not~~information begoing ~~able~~forward ~~to amortize any investments made. We~~ may ~~enter~~in ~~into~~many ~~contractual~~respects ~~arrangements~~not ~~with~~be ~~suppliers~~comparable ~~or other partners, which may subject us~~ to ~~continuous payment or other obligations irrespective of a decision to abandon the relevant underlying project. Any such decision to discontinue the development or commercialization of~~ our ~~technology~~historical orfinancial ~~any of our solutions would likely lead to significant losses~~information.

32 We have identified multiple material weaknesses in our internal control over financial reporting and, as a result, management has concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, 2025. Even though we plan on remediating these material weaknesses, if we are unable to do so, or if other control deficiencies are identified as a result of ongoing or future processes, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner.

WeIn ~~may~~connection ~~also~~with ~~find~~the ~~engineering~~audits ~~errors,~~of ~~defects~~our orconsolidated ~~areas~~financial ~~that~~statements ~~need~~for ~~improvement~~the inyears ~~our~~ended ~~products.~~December ~~Technological~~31, ~~changes~~2024, or2023 and ~~changes~~2022, inand ~~supplier~~management’s ~~components~~assessment ~~may~~of ~~require~~the useffectiveness toof ~~change~~ our ~~technology.~~internal ~~There~~controls ~~can~~and beprocedures nofor ~~assurance~~the ~~that~~year weended ~~will~~December be31, ~~able~~2025, towe ~~implement~~identified ~~any~~multiple ~~such~~material ~~changes~~weaknesses in aour ~~timely~~internal ~~manner~~control orover ~~that~~financial ~~these changes will not trigger any follow-on issues~~reporting. ~~Our~~A ~~solar~~“material ~~technology~~weakness” ~~may~~is ~~not~~a ~~be as well received~~deficiency, ~~functional~~ or ~~efficient~~a ascombination ~~expected~~of ~~and~~deficiencies, wein ~~may~~internal ~~face~~control ~~significant~~over ~~competition~~financial ~~with~~reporting ~~respect~~such tothat ~~our~~there ~~solar~~is ~~technology.~~a Toreasonable ~~the~~possibility ~~extent~~that wea ~~may~~material ~~want~~misstatement toof ~~monetize~~ our ~~technology~~annual ~~based~~or oncondensed ~~licensing~~consolidated ~~arrangements~~interim ~~with~~financial ~~third~~statements ~~parties~~will ~~and~~not ~~royalty~~be ~~payments,~~prevented ~~which requires patent-based~~ or ~~similar~~detected ~~legal~~on ~~protection, there is no guarantee that we will obtain such protection in~~ a timely ~~manner, in the relevant jurisdictions or at all~~basis. ~~Employees~~Due ~~who~~to wethe ~~have~~multiple ~~terminated~~material ~~may~~weaknesses ~~challenge~~identified, ~~our~~which ~~ownership~~had innot ~~relevant~~been ~~patents~~remediated oras ~~other~~of ~~intellectual~~December ~~property~~31, ~~and there~~2025, isour nomanagement ~~guarantee~~concluded that ~~any~~our ~~such~~internal ~~challenges~~control ~~will~~over ~~not~~financial bereporting ~~successful.~~and Weour ~~may~~disclosure ~~fail~~controls toand ~~identify~~procedures ~~technical~~were ~~innovations~~not ~~that~~effective ~~could~~as beof ~~patentable~~December ~~and~~31, ~~accordingly, may fail to protect them via patents~~2025.

~~Our~~In ~~solar~~light ~~technology~~of ~~may~~the ~~not~~Companies’ besuccessful ~~fully~~emergence ~~functional~~from ortheir ~~available~~respective Self-Administration Proceedings and the restructuring and recapitalization of our businesses, we are currently planning measures to remedy such material weaknesses. Beginning January 1, 2025, the planned remedial measures began with the hiring of additional accounting staff and the appointment of a new chief financial officer who possess the requisite skills to address technical accounting and reporting issues and implement processes that include taking steps to improve our controls and procedures. We continue to devote attention to remediating these deficiencies and specifically plan to incorporate automated and software-based accounting tools, engage third parties to support our internal resources related to accounting and internal controls, implement ongoing internal trainings for our accounting and finance teams and continue to invest in our finance IT systems. While we are continuing to work on remediating the weaknesses identified, and plan to remediate these weaknesses in 2026, based on our ~~anticipated~~limited ~~schedule~~financial orand operational resources, we cannot at ~~all and~~this ~~may~~time ~~remain~~guarantee ~~unproven~~that we will have remediated these material weaknesses this year. The remediation measures are time-consuming and ~~pose~~costly ~~additional~~and ~~risks~~place significant demands on our financial and operational resources.

~~The~~During ~~functionality,~~the ~~usability~~course ~~and availability~~ of ~~our~~documenting ~~solar technology~~ and ~~other~~testing ~~solutions in day-to-day use and at scale is largely unproven. There is no guarantee that~~ our ~~products~~internal ~~will~~control ~~continue~~procedures ~~to perform~~in asthe ~~expected~~future, ~~under~~we, ~~real conditions~~ or ~~that~~an weoutside ~~will~~advisor, bemay ~~able~~identify toother ~~detect~~weaknesses and ~~fix~~deficiencies ~~any potential weaknesses~~ in our ~~technology~~internal ~~and~~control ~~solutions~~over ~~prior~~financial ~~to commencing commercial production~~reporting. ~~For example, our solar module technology may not provide the expected efficiency advantage or may be less reliable or more expensive to produce than expected.~~ In addition, ~~our~~if ~~solar~~we ~~modules~~fail ~~may be subject~~ to ~~degradation~~maintain ~~or malfunction due to~~ the ~~weather~~adequacy ~~and mechanical stress over their life-time in automotive-use cases. Any~~ of our ~~hardware~~internal orcontrol ~~software~~over ~~solutions~~financial ~~may contain errors~~reporting, ~~bugs,~~as ~~vulnerabilities~~these orstandards ~~design~~are ~~defects or may be subject to technical limitations that may compromise the functionality of our offering. Some errors~~modified, ~~bugs,~~supplemented ~~vulnerabilities~~ or ~~design~~amended ~~defects~~from ~~may~~time ~~be inherently difficult~~ to ~~detect~~time, ~~and~~we may ~~only~~not be ~~discovered~~able ~~after~~to ~~industrial~~conclude ~~commercialization~~on ofan ~~our~~ongoing ~~technology~~basis ~~has~~that ~~begun.~~we ~~Additional~~have ~~risks~~effective ~~may~~internal ~~result~~control ~~from~~over ~~the~~financial ~~use~~reporting ~~of any of our solutions~~ in ~~jurisdictions~~accordance ~~where~~with ~~such~~Section ~~use~~404 isof ~~not lawful. For example, our solar module technology may be used in jurisdictions where~~ the ~~use~~Sarbanes-Oxley ~~of such a solution may not be lawful or subject to additional regulatory requirements, which may potentially expose us or individuals to significant liability risks or negatively affect our brand~~Act.

WeFurther ~~depend~~we onare non-compliant with the ~~adequate~~Dutch ~~protection~~financial reporting requirements with regard to the timely filing of our ~~intellectual~~audited ~~property~~2023, ~~which~~2022, ~~can~~2021 and 2020 Dutch statutory financial statements with the Dutch trade register and, following the corporate measures implemented in connection with the restructuring of our business and resulting personnel and other limitations, it is likely that we will not be ~~difficult~~timely with the filing of our audited 2024 Dutch statutory financial statements with the Dutch trade register. Dutch financial reporting rules require the timely filing of our audited Dutch statutory financial statements with the Dutch trade register. Non-compliance with these filing requirements exposes us to penalties and ~~costly~~fines. Non-compliance with the requirements under Dutch law with respect to the preparation, audit and publication of our Dutch statutory financial statements could also lead to increased exposure for our management board and supervisory board members to direct liability under the standards of Dutch corporate law, which may negatively affect our reputation.

We have invested significant resources in the development of certain proprietary solar technology, and currently plan to continue to invest significant resources in the development of our solar power electronics, the protection of which is critical to our business and the commercial success of our products. We hold several patents relating to our technological innovations, such as our solar module technology and our energy management system for vehicles. To establish and protect our rights in our technology, we rely on a combination of patents, trade secrets (including know-how), copyrights, trademarks, intellectual property licenses, employee and third-party nondisclosure agreements and other contractual rights. Any failure to obtain, maintain, protect and monitor the use of our existing intellectual property rights could result in the loss of valuable technologies or material business opportunities.29

~~The~~In ~~measures we take to protect our intellectual property from unauthorized use by others~~addition, ~~including current or former suppliers, partners or employees, may not be effective for various reasons. Any patent applications we submit may not result in~~ the ~~issuance~~Subsidiary ofis ~~patents,~~non-compliant ~~the~~with ~~scope~~German offinancial ~~our~~reporting ~~issued~~requirements ~~patents~~with ~~may~~regard ~~not be broad enough~~ to ~~protect~~the ~~our~~timely ~~proprietary~~filing ~~rights or our issued patents may be challenged and/or invalidated by our competitors. Any successful challenge to any~~ of ~~our~~its ~~intellectual~~2024 ~~property~~statutory ~~rights,~~financial ~~including~~statements bywith ~~competitors or current or former employees, could deprive us of rights necessary for~~ the ~~successful~~German ~~commercialization~~trade ofregister ~~our solar technology~~ and ~~innovations. Challenges to our patents could impair or eliminate our ability to collect future revenues and royalties in~~ the ~~event~~German weFederal ~~license~~Gazette, ~~our~~which ~~technology~~has in the ~~future.~~past ~~The patent prosecution process is expensive~~led, ~~time consuming~~ and ~~complicated,~~- ~~and~~until wecompliance ~~and~~is ~~our~~established ~~future~~- ~~licensors~~ may ~~not be able to file, prosecute or maintain all necessary or desirable patent applications at a reasonable cost or~~ in athe ~~timely manner or in all jurisdictions where protection may be commercially advantageous. It is also possible that we and any of our~~ future ~~licensors~~lead, ~~may fail~~ to ~~identify~~the ~~patentable~~imposition ~~aspects~~ of ~~our~~penalties ~~research~~ and ~~development output before it is too late to obtain patent protection~~fines. WeGerman ~~filed~~financial ~~trademark~~reporting ~~applications~~rules inunder ~~relevant jurisdictions, and in~~ the ~~future~~Securities ~~may~~Trading ~~file~~Act further trademark applications as we see fit, but may be unable to register our trademarks or otherwise protect them. For example, we have failed in some jurisdictions to obtain protection for our logo (~~a circle with a dot in the middle~~Vermögensanlagegesetz) ~~because~~require ~~those jurisdictions determined it is not combined with other distinctive elements. Also, in China, our trademark application for certain logos has been objected to, and in~~ the ~~United~~timely ~~States,~~filing ~~our application to register “Driven by the Sun” as a trademark has been denied. In addition, in Europe, we are in ongoing discussions with a producer~~ of ~~telescopic sights who filed oppositions against various trademarks that were filed by us after our rebranding process and recently received a notice of cancellation in response to~~ the ~~opponent~~Subsidiary’s ~~application~~audited ~~for~~German astatutory ~~declaration~~financial ofstatements ~~invalidity~~by ~~against~~June ~~our~~30 ~~registered trademark~~ of ~~our~~the ~~logo~~year ~~that~~following ~~displays a circle with a dot between~~ the ~~words~~applicable ~~“Sono~~financial ~~Motors”~~period. ~~We currently plan to appeal the cancellation. Any efforts to register a trademark may be subject to opposition and if a third~~Non-~~party~~compliance ~~were~~with tothese ~~register~~filing ~~our~~requirements ~~trademarks,~~exposes orus ~~similar trademarks, in a jurisdiction where we have not successfully registered such a trademark, it could create a barrier~~ to ~~the~~penalties successful commercialization of our products. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage as well as a decrease in our revenue, which would adversely affect our business, prospects, financial condition and ~~operating results~~fines. See “Item 1A. Risk Factors—Regulatory, Legal and Tax Risks—If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest, which may adversely affect our business”.

33 Any failure on our part to discover and/or remediate existing material weaknesses, to discover and address any other control deficiencies and to achieve and maintain an effective internal control environment, could result in inaccuracies in our consolidated financial statements, could impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis and could cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential regulatory investigations and civil or criminal sanctions. We cannot assure you that all of our existing material weaknesses have been identified, that we will not identify additional material weaknesses in the future or that we will be able to achieve and maintain an effective internal control environment.

Even if we hold valid and enforceable patents or other intellectual property rights, the legal systems of certain countries, including certain developing countries, may not favor the enforcement of these rights or otherwise offer the same degree of protection as do the laws in the EU or United States, which could make it difficult for us to stop the infringement, misappropriation or other violation of our patents or other intellectual property rights. Further, policing the unauthorized use of our intellectual property in various jurisdictions around the world may be difficult and require significant resources.30

WeOur ~~have~~advertisements applied for patent protection relating to our technological innovations in certain jurisdictions. While we generally consider applying for patents in those countries where we intend to make, have made, use, sell or license patented products, we may not ~~accurately~~have ~~assess~~complied ~~all~~in the ~~countries where patent protection will ultimately be desirable. In addition, due to the cost-intensive nature of the patent application process and in accordance~~ past with ~~the~~all ~~change~~relevant inlegal ~~our~~requirements ~~business model to focusing exclusively on integrating our solar technology into third-party vehicles, we plan to terminate~~ and~~/or~~ discontinue patents and patent applications that do not address our core products and markets and instead focus on our most promising applications and markets (mainly Europe). Should we decide to address additional markets or expand our product offerings at a later date, a prior decision to discontinue a patent or a patent application may ~~result in lost opportunities with respect to protecting our intellectual property. If we fail to timely file a patent application in any such country, we may~~ be ~~precluded~~subject from doing so at a later date. Furthermore, our pending patent applications may be challenged by third parties or such applications may not eventually be issued by the applicable patent offices as patents. The denial of our key patent applications or of a substantial portion of our patent applications could have a substantial negative impact on the value and strength of our intellectual property rights and our ability to ~~execute our business plans and compete with others in our industry~~misperception. ~~In addition, the patents issued as a result of our foreign patent applications may not have the same scope of coverage as our patents in the EU or United States.~~

~~Changes~~We incannot ~~the~~guarantee ~~patent~~that ~~laws~~all orof ~~their~~our ~~interpretation~~public instatements ~~the~~that ~~relevant~~qualify ~~jurisdictions~~as ~~may~~advertisements, ~~reduce~~or ~~our~~whole ~~ability~~advertising tocampaigns, ~~protect~~comply orwith ~~commercialize~~legal ~~our~~requirements ~~inventions~~under ~~and~~competition ~~enforce~~law ~~our~~or ~~intellectual~~other ~~property~~laws, ~~rights.~~rules ~~More~~or ~~generally,~~regulations. ~~these~~Any ~~changes~~non-compliance could ~~affect~~lead ~~the~~to ~~value~~administrative offines ~~our patents~~ and ~~other~~may ~~intellectual~~result ~~property. Our efforts~~ in ~~seeking~~us ~~patent~~being ~~protection~~required ~~for~~to ~~our~~discontinue ~~solar~~a ~~technology~~campaign. ~~and~~We ~~other~~may ~~innovations~~also ~~could~~ be ~~negatively~~forced ~~impacted~~to bypublicly ~~any~~correct ~~such~~incorrect ~~changes~~statements. In addition, ~~which~~our ~~could~~public ~~have~~communications aalso ~~material~~may ~~adverse~~have ~~effect~~contained onincorrect ~~our~~information ~~existing~~or ~~patent~~statements ~~rights~~or ~~and~~may ~~our~~be ~~ability~~subject to ~~protect,~~misperception. ~~enforce~~We oroften ~~commercialize~~advertise our ~~intellectual~~products ~~property~~with ~~rights~~rather ingeneral ~~the~~characteristics ~~future.~~and Inspecifications ~~particular,~~that ~~our~~are ~~ability~~subject to ~~prevent~~interpretation, ~~third~~such ~~parties~~as ~~from~~“green” ~~making,~~or ~~using,~~“environmentally ~~selling,~~friendly” ~~offering~~and toany ~~sell~~statement relating thereto may spark discussions, challenges or ~~importing~~legal ~~products~~claims ~~that~~should ~~infringe~~any of our ~~intellectual~~customers ~~property~~or ~~rights~~other ~~will~~third ~~depend~~party inhave ~~part~~an onunderstanding ~~our~~of ~~success~~these incharacteristics ~~obtaining~~ and ~~enforcing~~specifications ~~patent~~that ~~claims~~differs ~~that~~from ~~cover~~ours. Any of the foregoing could adversely affect our ~~technology,~~reputation ~~inventions~~and brand and ~~improvements~~our business.

InInterruptions some cases, we rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. While we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, our confidentiality agreements could be breached and may not provide meaningful protection against improper use of our trade secrets or ~~other~~failures proprietary information. There can be no assurance that third parties will not seek to gain access to our trade secrets or other proprietary information. In addition, adequate remedies may not be available in the event of ~~unauthorized use or disclosure of our trade secrets or other proprietary~~ information. ~~Violations~~technology ~~by others of our confidentiality agreements~~ and ~~the~~communications ~~loss~~systems ~~of employees who have specialized knowledge and expertise~~ could ~~harm~~disrupt our ~~competitive~~business ~~position~~ and ~~cause~~affect our ~~sales~~ability ~~and operating results~~ to ~~decline~~effectively asprovide aour ~~result of increased competition~~services.

34 We utilize information technology systems and networks as well as cloud computing services to process, transmit and store electronic information in connection with our business activities. We manage and maintain our applications and data utilizing a combination of on-site systems as well as externally managed data centers and cloud-based data centers. We utilize third-party security and infrastructure service providers to manage our information technology systems and data centers. These applications and data encompass a wide variety of business-critical information, including research and development information, commercial information and business and financial information, as well as personal data of customers, community members or employees. In addition, we also rely on independent third-party service providers, such as Google, which play an important role for our product offering, marketing channels and overall presence. Our data of any kind stored on the cloud services and on individual devices could be lost due to improper handling, insufficient commissioning of third parties to create backup copies damage or accidental or intentional deletion by our employees. Our data could also fall into the hands of third parties, whether through espionage, hacking or incorrect operation of the systems. Any unauthorized access to our data or any asset could result in its leakage, loss, manipulation or fraud or materially impair our business operations.

~~Our~~Despite ~~patent~~the ~~applications~~implementation ~~may~~of ~~not~~security ~~lead~~measures toby ~~the~~us ~~granting~~or ofour ~~patents~~service partners, our or ~~desired~~our ~~protection~~service inpartners’ ~~time~~systems, as well as those of any relevant third-party service provider will be vulnerable to damage or atinterruption ~~all~~from, ~~which~~among ~~may~~others, ~~have~~fire, aterrorist ~~material~~attacks, ~~adverse~~natural ~~effect~~disasters, onpower ~~our~~loss, ~~ability~~telecommunications failures, computer viruses, computer denial of service attacks or other attempts to ~~prevent~~harm ~~others~~our ~~from~~systems. ~~commercially~~The ~~exploiting~~relevant ~~products~~data ~~similar~~centers could also be subject to ~~ours~~break-ins, sabotage and intentional acts of vandalism causing potential disruptions. Some of our or our service providers’ systems will not be fully redundant, and our disaster recovery planning cannot account for all eventualities.

WeAny ~~cannot~~problems bewith, ~~certain~~or ~~that~~insufficiencies weof, ~~are~~our ~~the~~or ~~first~~our ~~inventor~~service ofproviders’ ~~the~~data ~~subject~~centers ~~matter~~or toservices ~~which~~could aresult ~~particular~~in ~~patent~~lengthy ~~application~~interruptions ~~pertains.~~of Ifour ~~another~~or ~~party~~our ~~has~~service ~~filed~~providers’ ainformation ~~patent~~technology ~~application~~systems. ~~pertaining~~Cyber tothreats ~~the~~are ~~same~~persistent ~~subject~~and ~~matter~~constantly asevolving. weSuch threats have increased in frequency, scope and potential impact in recent years. Information technology evolves rapidly and we or our service providers may not be ~~entitled~~able to ~~the~~address ~~protection~~or ~~sought~~anticipate byall ~~our~~types ~~patent~~of ~~application~~security threats and may not be able to implement preventive measures effective against all such security threats. ~~Patent~~The ~~applications~~techniques inused ~~many~~by ~~jurisdictions~~cyber ~~are~~criminals ~~typically~~change ~~not~~frequently, ~~published~~may ~~until~~not ~~several~~be ~~months~~recognized ~~after~~until ~~filing~~launched and wecan ~~cannot~~originate befrom ~~certain~~a ~~that~~wide wevariety ~~were~~of ~~the~~sources, ~~first~~including tooutside ~~make~~groups ~~the~~such ~~inventions~~as ~~claimed~~external inservice ~~any~~providers, oforganized ~~our~~crime ~~issued~~affiliates, ~~patents~~terrorist organizations or ~~pending~~hostile ~~patent~~foreign ~~applications~~ governments or agencies. There can be no assurance that we ~~were~~or ~~the~~our ~~first~~service toproviders, ~~file~~contractors ~~for~~or ~~protection~~consultants ofwill ~~the~~be ~~inventions~~successful ~~set~~in ~~forth~~preventing cyberattacks or successfully mitigating their effects. Similarly, there can be no assurance that any third-party service provider will be successful in protecting our ~~patents~~confidential orand ~~patent~~other ~~applications.~~data Asthat ais ~~result~~stored on their systems. In addition, we may ~~not~~suffer bereputational ~~able~~harm toor ~~obtain~~face litigation or ~~maintain~~adverse ~~protection~~regulatory ~~for~~action ~~certain~~as ~~inventions~~a result of cyberattacks or other data security breaches and may ~~face~~incur ~~similar~~significant ~~risks~~additional inexpense ~~other~~to ~~jurisdictions~~implement ~~should~~further wedata ~~expand~~protection ~~our~~measures. ~~operations,~~Any ~~including~~disruption inof ~~significant~~the ~~markets~~networks ~~such~~and asservices ~~the~~of ~~United~~independent ~~States~~third-party ~~and~~service ~~China.~~providers could also negatively affect our operations, accessibility or offering

Further, the scope of protection of issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will be issued or that our issued patents will afford protection against competitors with similar technology. In addition, our competitors may seek to bypass our issued patents, which may require costly and time-consuming litigation and adversely affect our business, prospects, financial condition or operating results. We cannot offer any assurances about which, if any, patents will be issued, the breadth of any such patents or whether any issued patents will be found invalid or unenforceable or will be threatened by third parties.31

We ~~may~~are ~~not~~exposed ~~be able~~ to ~~reliably~~various ~~source~~liability ~~our~~risks ~~component~~resulting ~~supply~~from ~~within~~past ~~our~~or ~~projected~~existing ~~costs~~employment relationships and ~~timelines~~labor laws.

~~Our~~In ~~asset-~~light of our decision to terminate the Sion program in February 2023 and our financial situation, we terminated the vast majority of our employees. Thereafter, in connection with the corporate structure and business model ~~partly~~envisioned ~~provides~~in ~~for~~the Yorkville Investment Agreements, including the ~~sourcing~~streamlined initial business focus on the Solar Bus Kit, we terminated the contracts of ~~off-~~40 employees, including the~~-shelf~~ ~~sub-components~~contracts ~~from~~of ~~suppliers~~the four managing directors of the Subsidiary, asin ~~well~~September 2023. In addition, in line with our streamlined operational approach and strategic focus on key partnerships, the Subsidiary has over the last year implemented a reduction in workforce. There may be further reductions in its workforce as ~~partly~~a ~~outsourced~~result ~~logistics~~of the termination by the Company of all current and ~~delivery~~future ~~management~~funding ~~based~~commitments onto ~~low~~the ~~inventories~~Subsidiary and the decision to exit the legacy solar operations conducted through the Subsidiary. In the event of any employee terminations, we face the risk of legal proceedings in which the former employees may challenge their termination, claim damages or other payments and benefits in relation to their employment relationship or seek ownership in intellectual property rights and other assets. Should employees be successful in challenging terminations, we may be exposed to substantial financial and other liabilities. In addition, despite their termination, former employees may still claim to be, fully or partially, entitled to certain benefits granted to them while they were still employed with us, such as, for example, certain incentives, bonuses or pension entitlements. We may also be liable for substantial social security contributions with respect to terminated employees for a prolonged time.

~~Even~~Workforce ifmanagement weposes ~~are~~various ~~successful~~risks inand ~~reliably~~challenges, ~~sourcing~~particularly ~~our~~in ~~sub-component~~the ~~supply~~EU and Germany, wewhere dothe ~~not~~vast ~~know~~majority ~~whether~~of weour ~~will~~workforce beis ~~able~~located. toThe dolabor solaws in aGermany ~~manner~~are ~~that~~complex ~~avoids~~and ~~significant~~rather ~~delays~~employee-friendly. ~~and~~For ~~cost overruns~~example, ~~including~~the asGerman Working Time Act (Arbeitszeitgesetz) sets out a ~~result~~strict offramework ~~factors~~for, ~~beyond~~among ~~our~~others, ~~control~~the ~~such~~length asof ~~problems~~working ~~with~~shifts ~~suppliers~~and orresting ~~logistics~~breaks, orthe indefinition ~~time~~of toworking ~~meet~~days ~~our~~and ~~commercialization~~holidays, ~~schedules~~work oron toholidays, ~~satisfy~~compensation and the ~~requirements~~obligation of ~~customers.~~employers ~~Impacts~~to ofrecord ~~inflation,~~working ~~including~~times anof ~~increase~~employees. inThere ~~energy~~can ~~costs,~~be ~~may~~no ~~negatively~~assurance ~~affect~~that ~~our~~we ~~cost~~have ~~base.~~complied ~~Any~~or ~~failure~~will tocomply ~~reliably~~in ~~source~~all ~~our~~material ~~sub-component~~aspects ~~supply~~with ~~within~~applicable ~~our~~labor ~~projected~~laws, ~~costs~~which ~~and~~may ~~timelines~~lead ~~could~~to ~~have~~the aimposition of material ~~adverse~~fines ~~effect~~or oneven ~~our~~criminal ~~business,~~liability ~~prospects,~~and ~~operating~~may ~~results~~significantly ~~and~~negatively ~~financial~~affect ~~condition~~our reputation.

~~Furthermore,~~Regulations ~~our relationships with business partners such as suppliers~~ and ~~logistics~~stakeholder ~~services~~expectations ~~providers~~relating ~~may be negatively impacted by the former Self-Administration Proceedings. See also “Risk Factors—Risks Related~~ to ~~the Yorkville Commitment~~environmental, ~~the~~social ~~Debt Conversion~~ and ~~our~~governance ~~former~~matters ~~Self-Administration Proceedings—Despite our emergence from our former Self-Administration Proceedings, the proceedings~~ may ~~materially~~impose ~~and~~additional ~~adversely~~costs ~~affect our operations, including by consuming significant time~~ and ~~attention~~expose ofus ~~our management team, adversely affecting our ability~~ to ~~maintain important relationships with creditors, customers, suppliers, service providers, employees and counterparties and impacting our ability to pursue~~ new ~~customer arrangements and projects”~~risks.

We ~~rely~~continue onto aclosely ~~single~~monitor ~~supplier~~developments relating to environmental, social and governance (“ESG”) regulations. At the federal level in the United States, the SEC has proposed new rules requiring public companies to disclose extensive climate-related information in their registration statements and periodic reports. Such proposed rules have been stayed pending the completion of the judicial review of several petitions consolidated in the U.S. Court of Appeals for ~~certain~~the ~~components~~Eight Circuit and ~~other~~are ~~materials~~currently ~~used~~being reconsidered by the SEC under the new U.S. administration. The countries in ~~our~~which ~~solar~~we ~~solutions~~operate are following different approaches to the regulation of climate change and other sustainability matters, which increases the complexity of, and potential costs related to complying with, such regulations.

~~There~~Simultaneously, there are ~~only~~efforts aby ~~limited~~some ~~number~~stakeholders ofto ~~suppliers~~reduce ofcompanies’ ~~solar~~efforts ~~technology~~on ~~components~~certain ESG, including human capital management-related matters, and anti-ESG or ~~raw~~anti-diversity, ~~materials~~equity and inclusion (“DEI”) sentiment is gaining momentum across the United States, with several states having enacted or proposed anti-ESG or anti-DEI policies or legislation and several state and federal governmental authorities filing suit alleging that ESG or DEI measures or initiatives violate law. WeAdditionally, ~~currently~~in ~~depend~~January on2025, President Trump signed a ~~single~~number ~~supplier~~of ~~for~~Executive ~~certain~~Orders ~~components~~focused ~~required~~on ~~for~~DEI, ~~the~~which ~~manufacturing~~indicate continued scrutiny of ~~our~~DEI ~~high~~initiatives ~~voltage~~and ~~MCU~~potential related investigations of certain private entities with respect to DEI initiatives, including publicly traded companies. ~~This~~Further, ~~makes~~some ~~our~~advocacy ~~supply~~groups ~~chain~~and federal and state officials have asserted that the ~~production~~U.S. ofSupreme ~~our~~Court’s ~~offering~~decision ~~dependent~~striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters and several media campaigns and cases alleging discrimination based on such arguments have been initiated since the ~~performance~~decision. If we were sued under any of ~~such~~these ~~supplier~~claims, ~~and~~our financial condition, reputation or business could be adversely impacted. Increasingly, different stakeholder groups have divergent views on ESG matters, which increases the ~~risks~~risk ofthat ~~interruption.~~any ~~Our~~action ~~operations~~or lack thereof with respect to ESG matters will be perceived negatively ~~affected~~by ifat ~~our~~least ~~supplier~~some ~~experiences~~stakeholders ~~capacity~~and ~~constraints~~adversely impact our reputation and isbusiness. ~~not~~If inwe ado ~~position~~not tosuccessfully ~~deliver~~manage ~~the~~expectations ~~required~~across ~~quantities~~varied ofstakeholder ainterests, ~~certain~~it ~~raw~~could ~~material~~erode stakeholder trust, ~~component~~impact orour ~~part~~reputation and constrain our business opportunities.

Our dependency on a single supplier also increases the bargaining power of that supplier with respect to certain materials or components, which may expose us to abusive conduct, may prevent us from entering into long-term supply agreements with guaranteed pricing or may require us to accept disadvantageous economic or legal conditions. The acquisition of our supplier or any future supplier could limit our access to relevant raw materials or components and require material redesigns of our solar technology and impair our business prospects. We may also be forced to stop production should our supplier fail to provide required certifications for its products or should the supplier be accused of infringing or misappropriating third-party intellectual property rights. If we need to replace our supplier or if our supplier terminates its relationship with us, there is no guarantee that we will be able to find adequate substitute products or suppliers in time or at all. In addition, global events such as pandemics, war or crude oil shortages may negatively affect the availability, price levels, delivery times or minimum order quantities of products, components and materials, such as microelectronic chips for MCUs. The vast majority of supplies of raw materials for the solar industry come from China, which makes our supply chains particularly vulnerable to intensifying political tensions with or trade sanctions or comparable limitations concerning China. As a result, we may be required to find replacement suppliers, which may prove difficult, increase our production cost and could lead to a delay in the envisaged start of commercial production.32

35 As ESG best practices and regulations continue to evolve, we expect to incur increasing costs relating to ESG monitoring, reporting and compliance, and these efforts will require substantial time and attention of management. This could have a material adverse effect on our business, results of operations, value chain and financial condition.

~~Furthermore~~Regulatory, weLegal may ask for product changes or amendments of certain specifications of components or raw materials to be delivered by suppliers, sometimes on short notice, due to new development results or the insufficiency of previous specifications, which may increase the costs for relevant components or raw materials or may render the relevant supplier unable to accommodate relevant requests. It is also possible that the supplier does not have the right to sell the relevant product to us, for example, because the supplier lacks the intellectual property rights to the design or because the supplier has an exclusivity agreement with another manufacturer, which could force us to discontinue production or sales of our products, to replace the part or to change the design of our technology, which could result in significant delays and ~~costs~~Tax or could make the production of our products impossible altogether. Suppliers may change their products or go out of business, resulting in limited or no availability of relevant parts and materials for the production and maintenance of our products. All of our sourced components and raw materials are subject to typical transportation risks, such as delivery delays, damage or theft in the course of transportation or fines resulting from the violation of customs or other transportation regulations.Risks

~~Furthermore,~~We ~~our~~are ~~relationships~~subject ~~with our suppliers may be negatively impacted by the former Self-Administration Proceedings. See also “Risk Factors—Risks Related~~ to ~~the~~substantial ~~Yorkville~~regulation ~~Commitment, the Debt Conversion~~ and ~~our~~unfavorable ~~former~~changes ~~Self-Administration Proceedings—Despite our emergence from our former Self-Administration Proceedings~~to, ~~the~~or ~~proceedings~~failure ~~may materially and adversely affect our operations, including~~ by ~~consuming~~us ~~significant time and attention of our management team, adversely affecting our ability~~ to ~~maintain~~comply ~~important relationships~~ with ~~creditors~~, ~~customers,~~these ~~suppliers,~~regulations ~~service~~could ~~providers,~~substantially ~~employees~~harm ~~and counterparties and impacting~~ our ~~ability~~business ~~to pursue new customer arrangements~~ and ~~projects”~~operating results.

~~Increases~~We are subject to substantial regulation under international, national, regional and local laws. We expect to incur significant costs in complying with these regulations. In addition, additional regulatory costs or hurdles may materialize in the future as we expand our operations, ~~disruption~~as we have not yet assessed all relevant legal aspects of ~~supply~~our oroperations ~~shortage~~and current business model with respect to the relevant legal framework of ~~raw~~all ~~materials~~jurisdictions, we may conduct business in. Regulations related to the mobility and e-mobility industry and alternative energy are evolving and we face risks associated with changes to these regulations. We are unable to predict future legislative or ~~certain~~regulatory changes, initiatives or interpretations and any such changes, initiatives or interpretations may increase costs and competitive pressure on us. To the extent laws change, our products may not comply with applicable international, national, regional or local laws, which would have an adverse effect on our business. Compliance with changing regulations could ~~harm~~be burdensome, time consuming and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected.

The solar industry is frequently subject to significant disruptions and resulting shortages of components or raw materials may impair our ability to commercialize our products at attractive margins or at all. Suppliers may decide to allocate relevant components or raw materials, particularly the ones with high demand or insufficient production capacity, to more profitable or established customers and our supply may be reduced as a result. As we continue to scale the commercial production of our solar technology, our manufacturing partners who produce our solar modules, or any of our other suppliers, may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials required for the manufacturing of our products or certain parts or components used in them. Our solar technology depends on various raw materials and products. The prices for these materials and products may fluctuate depending on market conditions, inflation levels, tariffs, energy prices, macroeconomic factors and political developments. Some products may not be available at all in the short term. In addition, the imposition of new government regulations, tariffs, duties or taxes, such as tariffs or taxes on imported materials and components that are used in our solar modules or are otherwise necessary for production of our solar technology, could also affect the prices for these materials and products. Substantial increases in the prices for raw materials and/or increases in freight charges would increase our operating costs and could reduce our margins if the increased costs cannot be recouped through increased product prices. There can be no assurance that we will be able to recoup increasing costs of raw materials by increasing product prices.33

We ~~have~~are ~~yet~~subject to ~~enter~~various ~~into~~environmental ~~contractual~~laws ~~agreements with many of our prospective suppliers~~ and ~~business~~regulations ~~partners~~that ~~and~~could ~~may~~impose ~~have~~substantial tocosts ~~renegotiate~~upon ~~these agreements as we scale our business~~us.

WeOur operations have ~~yet~~been subject to ~~finalize~~international, ~~our~~national, ~~contractual~~regional ~~arrangements~~and/or ~~with~~local ~~some~~environmental oflaws ~~our~~and ~~prospective~~regulations, ~~suppliers~~including, ~~and~~in ~~business~~the ~~partners.~~jurisdictions ~~Negotiations~~in ~~with~~which we intend to sell our ~~prospective~~products, ~~suppliers~~laws ~~and~~relating ~~business~~to ~~partners~~the ~~may~~use, ~~consume~~handling, ~~significant~~storage, ~~resources~~disposal and ~~time~~human ~~and~~exposure ~~there~~to ishazardous nomaterials ~~guarantee~~(including ~~that~~the ~~such~~German ~~negotiations~~Federal ~~will~~Soil beProtection ~~concluded~~Act ~~successfully~~(Bundes-Bodenschutzgesetz), and Regulation (EC) no. In1907/2006 ~~the~~(REACH)). ~~negotiations~~Furthermore, we ~~may~~will ~~agree~~be toaffected ~~terms~~by ~~and~~the ~~conditions~~Extended ~~that~~Producer ~~are~~Responsibility, ~~less~~an ~~favorable~~EU topolicy usapproach ~~than~~under ~~expected.~~which Weproducers ~~may~~are begiven ~~subject~~a tosignificant ~~unfavorable~~responsibility ~~rules~~– onfinancial ~~the~~and/or ~~transfer~~physical of– ~~risk~~for ~~with~~the ~~respect~~treatment toor ~~our~~disposal ~~solar~~of ~~modules~~post-consumer orproducts. ~~supplied~~We ~~components~~may be or ~~disadvantageous~~become ~~payment~~subject ~~terms.~~to ~~Any~~various ~~failure~~environmental, tosocial ~~finalize~~and ~~our~~governance-related ~~arrangement~~regulations ~~with~~in ~~our~~the ~~suppliers~~future, ~~and~~such ~~business~~as ~~partners~~the inEU aCorporate ~~timely~~Sustainability ~~manner~~Reporting ~~may~~Directive, ~~lead~~EU toTaxonomy ~~reduced~~for ~~volumes~~sustainable ofactivities, ~~our~~the ~~offering.~~EU ~~Terms~~Corporate ~~and~~Sustainability ~~conditions~~Due ofDiligence ~~any~~Directive ~~contractual~~or ~~arrangement,~~the ~~including~~Act ~~any~~on ~~preliminary~~Corporate ~~contractual~~Due ~~arrangement,~~Diligence ~~may~~Obligations ~~have~~in toSupply beChains ~~renegotiated~~(Lieferkettensorgfaltspflichtengesetz) ~~due~~including toas a ~~lapse~~result of ~~time~~recent legislative or aregulatory ~~change~~initiatives. inEnvironmental ~~material~~and ~~circumstances~~health ~~should~~and wesafety ~~not~~laws beand ~~able~~regulations tocan ~~realize~~be ~~the anticipated timelines~~complex.

36 These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of our operations.

Prospective suppliers and business partners may end their relationship or negotiations with us for various reasons. Some of the suppliers we involve, or intend to involve, are well-known market players with significant bargaining power and whose position towards us is bolstered due to our dependency on such suppliers as there are only a limited number of suppliers for solar technology components and raw materials. We, ~~on the other hand, are not an established business and have limited market power. Therefore, we~~ may ~~not~~ be ~~able~~involved toin ~~successfully~~legal ~~assert~~proceedings ~~our~~based ~~own interests and may have to enter into contracts with significantly disadvantageous terms and conditions, such as unfavorable prices, limitations~~ on ~~remedies~~the inalleged ~~cases~~violation of ~~breach~~intellectual ofproperty ~~contract, unfair liquidated damages provisions or broad termination~~ rights ~~allowing~~either ~~our~~by ~~business partners to end their relationship with~~ us ator ~~will.~~third ~~If we successfully market our solar technology on an industrial scale~~parties, wesuch ~~will~~as ~~seek~~patent toor ~~further~~trademark ~~scale~~infringement ~~our operations. As a result~~claims, wewhich may ~~have~~be totime-consuming ~~renegotiate, amend or extend our relationships with our business partners,~~ and ~~there is no guarantee that we will be successful in doing so. We may also have to amend our business model to scale our operations, which may~~ cause us to incur substantial ~~additional~~ costs ~~and expenses should we have to amend our business model to scale operations~~. ~~Any such modification to our business model may prove unsuccessful, which could adversely our business, financial condition, operating results and prospects.~~

~~Furthermore,~~Technological innovation will be a crucial aspect of our ~~relationships~~potential ~~with~~success. ~~prospective~~We ~~suppliers~~have been granted several patents for our technologies. As the number of competitors in our market increases, and ~~business~~as ~~partners~~the ~~may~~number beof ~~negatively~~patents ~~impacted~~issued byin the ~~former~~area ~~Self-Administration~~of ~~Proceedings~~mobility grows, the possibility of patent infringement claims against us or by us increases. ~~See~~While ~~also~~we ~~“Risk~~are ~~Factors—Risks~~not ~~Related~~aware tothat our technologies infringe the ~~Yorkville~~proprietary ~~Commitment~~rights of any third party or that technologies of a third party infringe our proprietary rights, ~~the~~we ~~Debt~~do ~~Conversion~~not ~~and~~regularly conduct freedom to operate searches. Policing violations of our ~~former~~intellectual ~~Self-Administration~~property ~~Proceedings—Despite~~rights or unauthorized use of our ~~emergence~~proprietary ~~from~~technology can be difficult and result in substantial costs. Litigation may be necessary to enforce our ~~former~~intellectual ~~Self-Administration~~property ~~Proceedings,~~rights or determine the ~~proceedings~~validity ~~may~~and ~~materially~~scope of our proprietary rights and ~~adversely~~of ~~affect~~others. We cannot ensure that the outcome of such potential litigation will be in our ~~operations~~favor, ~~including~~and bysuch ~~consuming~~litigation ~~significant~~may ~~time~~be costly and may divert management attention ofand other resources away from our ~~management~~business. ~~team~~We may not be able to manufacture or commercialize our technology as planned and our freedom to operate may be impaired, ~~adversely~~absent ~~affecting~~a license, which may not be available on reasonable terms or at all, should we fail to successfully identify or challenge any patents or patents applications that cover our ~~ability~~technology or innovations. This risk is more pronounced against the background that it is difficult for industry participants, including us, to ~~maintain~~identify ~~important~~all ~~relationships~~third-party ~~with~~patent ~~creditors~~rights that may be relevant to our product candidates and technologies because patent searching is imperfect due to differences in terminology among patents, ~~customers~~incomplete databases and the difficulty in assessing the meaning of patent claims. We may in-license patents and other intellectual property from third parties, including suppliers, and service providers, ~~employees~~ and ~~counterparties~~we ~~and~~may ~~impacting~~face claims that our ~~ability~~use of this in-licensed technology infringes the intellectual property rights of others. In such cases, we will seek indemnification from our licensors. However, our rights to ~~pursue~~indemnification ~~new~~may ~~customer~~be ~~arrangements~~unavailable or insufficient to cover our costs and ~~projects”~~losses.

We may ~~not~~ be ~~able~~required to ~~obtain~~participate in interference, derivation or ~~agree~~opposition onproceedings ~~acceptable~~that ~~terms~~concern ~~and~~disputes ~~conditions~~regarding ~~all~~priority orof inventions disclosed in our patents. Determining patent infringement by a ~~significant~~product, ~~portion~~as well as priority of inventions and other patent-related disputes, involves complex legal and factual issues and the ~~government~~outcome ~~grants~~is often uncertain. We have not conducted any significant search of patents issued to third parties, ~~loans~~and third-party patents containing claims covering our technology or methods that predate our patents may exist. Because of the number of patents issued and patent applications filed in our technical areas or fields (including some pertaining specifically to electric vehicles), we may identify third party technologies that infringe our patents, or our competitors or other ~~incentives~~third-parties may assert that our technology and the methods we employ in the use of products incorporating our technology are covered by patents held by them. In addition, because patent applications can take many years to issue and because publication schedules for ~~which~~pending applications vary by jurisdiction, we may ~~apply~~not be aware of certain patent applications that are currently pending, which applications may ~~negatively~~result ~~affect~~in issued patents that our ~~ability~~technology towould ~~reach~~infringe. ~~funding~~Also, ~~goals~~because the claims of published patent applications can change between publication and patent grant, there may be published patent applications that may ultimately issue with claims that we infringe.

We may apply for foreign, federal or state grants, loans and tax incentives under various government programs designed to stimulate the economy or to support the development or production of solar integration solutions for the mobility industry. Our ability to obtain funds or incentives from these sources is subject to the availability of funds under applicable programs and approval of our applications to participate in such programs. The application process for these funds and other incentives will likely be highly competitive. We cannot assure you that we will be successful in obtaining any grants, loans and other incentives.34

IfThe wescope ~~are~~of ~~not~~patent ~~successful~~claims is subject to construction based on interpretation of the law, the written disclosure in ~~obtaining~~a ~~any~~patent and the patent’s prosecution history. Our interpretation of ~~these~~the ~~additional~~relevance ~~incentives~~or the scope of a patent or a pending application may be incorrect. Established vehicle manufacturers, technology companies or other market players may invest significant resources and capital to protect their intellectual property and scan the market for potential violations. There is a heightened risk that inquiries or legal proceedings based on the alleged violation of intellectual property rights are ~~unable~~initiated by established vehicle manufacturers or technology companies that develop and test technologies similar to ~~find~~ours ~~alternative~~and ~~sources~~that have much more resources and funds than us. Other companies owning patents or other intellectual property rights relating to technologies relevant for us, such as solar modules or electronic power management systems may also allege infringement of ~~funding~~such rights. In addition, we may also be exposed to ~~meet~~claims from individuals who were or are engaged in the design and development of our ~~planned~~technologies ~~capital~~or ~~needs,~~previously developed vehicles. We initiated mass layoffs of former employees in connection with the change in our business model, which increases the risk for retaliatory actions. Former employees who left us or were terminated may seek to assert ownership in or otherwise challenge intellectual property rights that we claim or are crucial for our plans. The publicity interest we receive as a public company draws significant attention to us and ~~prospects~~likely ~~could~~generally beincreases ~~materially~~the ~~adversely~~risks ~~affected~~of such claims and legal proceedings, no matter whether such claims lack the required merits or not or are of merely fraudulent nature.

WeIn ~~depend~~addition, onwe may be required to indemnify our customers and distributors against claims relating to the ~~acceptance~~infringement of intellectual property rights of third parties related to our ~~brand~~products. Third parties may assert infringement claims against our customers or distributors. These claims may require us to initiate or defend protracted and costly litigation on behalf of our customers or distributors, regardless of the merits of these claims. If any ~~negative~~of ~~publicity~~these ~~relating~~claims succeed, we may be forced to ~~any~~pay damages on behalf of our ~~business~~customers ~~partners~~or ~~and~~distributors, ~~their~~or may be required to obtain licenses for the products or services ~~could~~they ~~have~~use. aIf ~~significant~~we ~~negative~~cannot ~~impact~~obtain all necessary licenses on commercially reasonable terms, our ~~business~~distributors may be forced to stop distributing our products or services, and ~~reputation~~our customers may be forced to stop using our products or services.

~~Our~~The ~~business~~outcome ~~and~~of ~~prospects~~intellectual ~~depend~~property onlitigation ~~our~~is ~~ability~~subject to ~~develop,~~uncertainties ~~maintain and~~that ~~strengthen~~cannot ~~our~~be ~~brand.~~adequately ~~Potential~~quantified ~~competitors~~in ~~could~~advance. ~~have~~Because ~~greater~~of ~~name~~the ~~recognition,~~substantial ~~broader~~amount ~~customer~~of ~~relationships~~discovery ~~and~~required ~~substantially~~in ~~greater~~certain ~~marketing~~jurisdictions ~~resources~~in ~~than~~connection wewith ~~do.~~intellectual Weproperty ~~have~~litigation, athere ~~limited~~is ~~budget~~a ~~for~~risk ~~marketing~~that ~~and~~some ~~publicity~~of ~~and~~our weconfidential ~~may~~information ~~not~~could ~~succeed~~be incompromised ~~establishing,~~by ~~maintaining~~disclosure ~~and~~during ~~strengthening~~this ~~our~~type ~~brand~~of litigation. InIf ~~addition,~~we ~~our~~are ~~brand~~required ~~and~~to ~~reputation~~obtain ~~could~~a belicense ~~severely~~from ~~harmed~~any bythird ~~negative~~party ~~publicity~~in ~~with~~order ~~respect~~ to ~~us,~~use ~~our~~the ~~directors,~~infringing ~~officers,~~technology ~~employees,~~and ~~shareholders,~~continue ~~peers~~developing, ~~business~~manufacturing ~~partners~~or marketing our products, ~~customers~~we ormay ~~our~~not ~~industry~~be inable ~~general.~~to ~~Any~~obtain ~~actual~~such orrequired ~~alleged~~license ~~misconduct~~on ~~by,~~commercially reasonable terms or ~~negative~~at ~~publicity~~all, ~~relating~~including due to, ~~any~~competitors ofbeing ~~our~~unwilling ~~business~~to ~~partners~~provide ~~and~~us ~~their~~a ~~products~~license orunder ~~services~~any ~~could~~terms. ~~have~~A asuccessful ~~significant~~claim ~~negative~~of ~~impact~~infringement onof ~~our~~intellectual ~~business~~property ~~and~~against ~~reputation,~~us ~~whether~~could ortherefore ~~not~~materially ~~such~~adversely ~~publicity~~affect isour ~~directly~~business, ~~related~~prospects, tooperating ~~their~~results ~~collaboration~~and ~~with~~financial uscondition. ~~Our~~Any ~~ability~~litigation toor ~~successfully~~claims, ~~build~~whether ~~our~~valid ~~brand~~or invalid, could ~~also~~result bein ~~adversely~~substantial ~~affected~~costs byand ~~any~~diversion ~~negative~~of ~~perception~~resources ~~about~~and ~~the~~we ~~quality~~have ofnot ~~our~~yet ~~business~~created ~~partners’~~any ~~products~~reserves orfor ~~services~~litigation related to intellectual property.

If ~~any~~our oftrademarks ~~our~~and ~~solutions~~trade ~~fail~~names toare ~~perform~~not asadequately ~~expected~~protected, ~~our~~we ~~ability~~may not be able to ~~market~~build name recognition in our ~~products~~markets ~~could~~of beinterest, ~~harmed~~which may adversely affect our business.

Our ~~solar~~trademark ~~solutions,~~registrations ~~including~~and ~~our~~applications ~~complete~~are ~~solar~~valuable ~~solutions~~assets ~~for~~and ~~commercial vehicles,~~ may ~~not~~be ~~perform~~challenged, asinfringed, ~~expected~~circumvented or ~~may~~declared ~~require~~generic ~~repair.~~or ~~Our~~determined ~~asset-light~~to ~~business~~infringe ~~model~~a ~~poses~~third ~~particular~~party’s ~~challenges~~trademarks. toThere ~~our~~is ~~quality~~a ~~management~~risk ~~processes.~~that ~~Our~~we ~~quality management system~~ may not be ~~effective~~able orto ~~sufficient~~protect ~~and~~our ~~the~~rights ~~number~~to ofthese ~~defective~~or ~~products~~other ~~may~~trademark beregistrations ~~substantially~~or ~~higher than anticipated~~applications. ~~The~~Equally, ~~risk~~there ~~that~~can webe dono ~~not~~assurance ~~detect defects before the commencement of large-scale sales of our products and~~ that ~~our~~we ~~products~~ will ~~not~~be ~~comport~~successful ~~with~~in ~~previously~~registering ~~defined~~additional ~~product~~or ~~specifications~~replacement istrademarks ~~heightened~~if bywe ~~our~~were ~~limited~~to ~~experience~~engage in ~~designing,~~a ~~developing~~rebranding. ~~and~~At ~~manufacturing~~times, ~~solar~~competitors ~~modules.~~may Weadopt ~~may~~trademarks ~~experience~~or ~~product~~trade ~~recalls~~names insimilar ~~the~~to ~~future~~ours, ~~which~~thereby ~~could~~impeding ~~result~~our inability ~~the~~to ~~incurrence~~build ofbrand ~~substantial~~identity ~~costs~~and ~~relating~~possibly leading to, ~~for~~market ~~example,~~confusion. ~~return~~In ~~shipping~~addition, ~~for~~there ~~defective~~could ~~products~~be ~~and~~potential ~~costs~~trademark ~~associated~~infringement ~~with~~claims ~~the~~brought ~~repair~~by owners of ~~the~~other ~~underlying~~trademarks ~~product~~or ~~defect.~~trademarks ~~Any~~that ~~product~~incorporate ~~recall~~variations ~~may~~of ~~consume~~our atrademark ~~significant~~registrations ~~amount~~or ~~of our resources~~applications. ~~Any~~We ~~product~~have ~~defects~~not orconducted any ~~other~~availability ~~failure~~searches offor ~~our~~trademarks ~~products~~ to ~~perform~~assess aswhether ~~expected~~our ~~could~~trademark ~~harm~~registrations ~~our~~would ~~reputation~~not ~~and~~infringe ~~result~~a inthird ~~adverse~~party’s ~~publicity~~trademarks, ~~lost~~or ~~revenue,~~whether ~~delivery~~our ~~delays,~~trademark ~~product~~applications ~~recalls,~~would ~~product~~be ~~liability~~successfully ~~claims~~registered. ~~and~~Successful ~~significant~~third-party ~~warranty~~challenges ~~and~~to ~~other~~the ~~expenses~~use ~~and~~of ~~could~~any ~~have~~of aour ~~material~~trademarks ~~adverse~~may ~~impact~~require onus to rebrand our business, ~~financial~~or ~~condition,~~certain ~~operating~~products ~~results~~or ~~and~~services ~~prospects~~associated therewith.

37 35

~~Our~~We ~~advertisements~~ may ~~not~~fail ~~have~~to ~~complied~~adequately inmaintain the ~~past~~quality of our products and services associated with our trademarks, and any loss to the distinctiveness of our trademarks may ~~not~~cause ~~comply~~us to lose certain trademark protection, which could result in the ~~future~~loss ~~with~~of ~~all~~goodwill ~~relevant~~and ~~legal~~brand ~~requirements~~recognition in relation to our name and products. Our efforts in enforcing or protecting our trademarks may be ~~subject~~ineffective toand ~~misperception~~could result in substantial costs and diversion of resources and adversely affect our business.

We cannot guarantee that all of our public statements that qualify as advertisements, or whole advertising campaigns, comply with legal requirements under competition law or other laws, rules or regulations. Any non-compliance could lead to administrative fines and may ~~result in us being required to discontinue a campaign. We may also~~ be ~~forced~~subject to ~~publicly~~claims ~~correct~~that ~~incorrect statements. In addition,~~ our ~~public~~employees ~~communications also may~~ have ~~contained,~~wrongfully orused ~~may contain in the future, incorrect information~~ or ~~statements~~disclosed oralleged ~~may~~trade besecrets ~~subject~~of totheir ~~misperception.~~former Weemployers ~~often advertise our products with rather general characteristics and specifications that are subject to interpretation, such as “green”~~ or ~~“environmentally friendly” and any statement relating thereto may spark discussions, challenges or legal~~ claims ~~should~~asserting ~~any~~ownership of ~~our~~what ~~customers~~we orregard ~~other~~as ~~third party have an understanding of these characteristics and specifications that differs from ours. Any of the foregoing could adversely affect~~ our ~~reputation~~own ~~and~~intellectual ~~brand and our business~~property.

WeSome ~~intend~~of toour ~~market~~employees ~~and~~were ~~sell~~previously ~~our~~employed ~~products~~at ~~via~~other ~~direct~~companies ~~business-~~that may have proprietary rights related to- our business. ~~channels~~Some of these employees may have executed proprietary rights, non-disclosure and ~~will~~noncompetition agreements in connection with such previous employment. Although we try to ensure that such individuals do not ~~maintain~~use athe ~~network~~proprietary information or know-how of ~~physical~~others ~~presences~~in their work for us, we may be subject to claims that we or these employees have used or disclosed intellectual property, including trade secrets or other proprietary information, of their former employers. We are not aware of any such disclosures or threatened or pending claims related to these matters, but in the future, litigation may be necessary to defend against such claims. If we fail to defend any such claims, we may lose valuable intellectual property rights or personnel and may be required to pay monetary damages and be enjoined from conducting our business as contemplated. Even if we are successful in defending against such claims, litigation can be expensive and time-consuming.

WeIntellectual ~~sell~~property ~~our~~rights ~~products~~do tonot ~~our~~necessarily ~~customers~~address ~~via~~all ~~customary~~potential ~~business-to-business~~threats ~~channels rather than through physical sales offices, company-owned retail stores or another form of physical presence. This distribution model subjects us~~ to ~~various risks as it requires, in the aggregate, significant expenditures and provides for slower expansion of~~ our ~~distribution~~competitive ~~and sales systems than may be possible by utilizing a network of physical presences~~advantage. Moreover, we will be competing with other market players who may have well-established distribution channels. Our success will depend in large part on our ability to effectively further develop our sales channels and marketing strategies. If we are unable to successfully implement such a distribution model, our business, reputation, results of operations, financial condition and prospects could be adversely affected.

~~Product~~The ~~recalls~~degree orof ~~defects~~future ~~that~~protection ~~subject~~afforded usby toour ~~warranty~~intellectual ~~claims~~property ~~could~~rights ~~materially~~is ~~adversely~~uncertain ~~affect~~because intellectual property rights have limitations and may not adequately protect our business, ~~prospects,~~or ~~operating~~permit ~~results~~us ~~and~~to ~~financial~~maintain ~~condition~~our competitive advantage.

~~Our~~For solar solutions are new, complex products that we continually develop, and their reliability and durability in day-to-day wear and tear have not yet been proven over a full lifetime in real-life conditions. Despite testing conducted either by us or by our supplier partners that simulated lifetime conditions, there can be no assurances about how real-life conditions may vary from the test results. In the future, we may, voluntarily or involuntarily, initiate a recall if any of our products prove to be defective or noncompliant with applicable relevant regulatory or safety standards. Relevant defects may include, for example, a lack of durability of our solar modules, intense heat development or thermal expansion of our modules. Any product recall in the future may result in adverse publicity and damage our brand. Such recalls could involve significant expense and diversion of management attention and other resources and could adversely affect our business, prospects, financial condition and results of operations. Furthermore, defects could result in warranty claims from customers. Warranty claims from customers that exceed our provision for warranty costs could materially adversely affect our business, operating results and financial condition.:

38 ● others may be able to make products or processes that are identical or similar to any product or process we have developed and commercialized or utilize similar intellectual property or technologies that we now or may in the future own or have in-licensed;

~~The~~● ~~solar~~we ~~modules~~might ~~and~~not ~~other~~have ~~components~~been inthe ~~our~~first ~~products~~to ~~could~~make ~~pose~~the ~~certain~~inventions ~~health~~covered ~~and~~by ~~safety~~the ~~risks.~~patents or pending patent applications that we own or have in- licensed;

~~Solar~~● ~~modules,~~we ~~including~~might ~~those~~not that are part of our solar kits for commercial vehicles, may pose various risks to the environment. Solar modules include components and complex systems that can fail, such as switches, fuses and wiring feeding the solar modules’ power into a vehicle’s systems. In addition, chemicals and potentially toxic materials are used in the production of solar cells in a process that generates many toxic byproducts such as hexafluoride. These products are dangerous for the environment as well as for humans. Even if producers of our solar modules have ~~implemented~~been ~~safety procedures related to~~ the ~~handling~~first ~~of such toxic materials, a safety issue, contamination or fire related~~ to ~~the~~file ~~solar~~patent ~~modules~~applications ~~could~~covering ~~disrupt~~certain ~~operations. Furthermore, solar modules may catch fire due to, for example, spontaneous combustion, either from the parts within the modules or in the surrounding environment, due to the high levels~~ of ~~heat produced by the device. In the case of vehicle-applied solar solutions, such as~~ our ~~solar kits for commercial vehicles, other solar modules~~ or ~~components~~their attached thereto that come loose may cause accidents, which may result in damage to property or even bodily harm. In addition, in the event that solar modules overcharge the battery, there is a risk of damage to the vehicle. Furthermore, depending on the type of battery used in the vehicle, overcharging may lead to the production of oxyhydrogen or even fire. Solar modules that catch fire may produce heat, smoke and toxic byproducts and may lead to the destruction of the vehicle or may cause bodily harm. While we do not currently receive official certifications from our standard suppliers of photovoltaic (“PV”) modules, we conduct internal and external testing of the PV modules in accordance with ISO/ECE standards. Additionally, our MCU has achieved ECE R-10 certification and therefore complies with regulatory requirements for electromagnetic compatibility.inventions;

~~Interruptions or failures of information technology and communications systems could disrupt our business and affect our ability to effectively provide our services.~~36

We● ~~utilize~~others ~~information~~may ~~technology~~independently ~~systems~~develop ~~and~~similar ~~networks~~or asalternative ~~well~~intellectual asproperty ~~cloud~~or ~~computing~~technologies services to process, transmit and store electronic information in connection with our business activities. We manage and maintain our applications and data utilizing a combination of on-site systems as well as externally managed data centers and cloud-based data centers. We utilize third-party security and infrastructure service providers to manage our information technology systems and data centers. These applications and data encompass a wide variety of business-critical information, including research and development information, commercial information and business and financial information, as well as personal data of customers, community members or ~~employees.~~duplicate ~~In addition, we also rely on independent third-party service providers, such as Google, which play an important role for our product offering, marketing channels and overall presence. Our data of~~ any ~~kind stored on the cloud services and on individual devices could be lost due to improper handling, insufficient commissioning~~ of ~~third parties to create backup copies damage or accidental or intentional deletion by~~ our ~~employees.~~intellectual ~~Our~~property ~~data could also fall into the hands of third parties, whether through espionage, hacking~~ or ~~incorrect~~technologies ~~operation~~without ofinfringing ~~the systems. Any unauthorized access to~~ our ~~data~~owned or ~~any asset could result~~ in-licensed ~~its~~intellectual ~~leakage,~~property ~~loss, manipulation or fraud or materially impair our business operations.~~rights;

~~Despite~~● ~~the~~it ~~implementation~~is ofpossible ~~security~~that ~~measures by us or~~ our ~~service~~pending ~~partners,~~patent ~~our~~applications ~~or our service partners’ systems, as well as those of any relevant third-party service provider~~ will benot ~~vulnerable~~lead to ~~damage~~issuance ~~or interruption from, among others, fire, terrorist attacks, natural disasters, power loss, telecommunications failures, computer viruses, computer denial~~ of service attacks or other attempts to harm our systems. The relevant data centers could also be subject to break-ins, sabotage and intentional acts of vandalism causing potential disruptions. Some of our or our service providers’ systems will not be fully redundant, and our disaster recovery planning cannot account for all eventualities.patents;

~~Any~~● ~~problems~~patents ~~with,~~that orwe ~~insufficiencies~~own ~~of, our~~ or our service providers’ data centers or services could result in lengthy interruptions of our or our service providers’ information technology systems. Cyber threats are persistent and constantly evolving. Such threats have ~~increased~~ in-licensed ~~frequency, scope and potential impact in recent years. Information technology evolves rapidly and we or our service providers~~ may ~~not~~ be ~~able~~held toinvalid ~~address~~ or ~~anticipate all types of security threats and may not be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently~~unenforceable, ~~may not be recognized until launched and can originate from a wide variety of sources,~~ including ~~outside groups such~~ as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments or agencies. There can be no assurance that we or our service providers, contractors or consultants will be successful in preventing cyberattacks or successfully mitigating their effects. Similarly, there can be no assurance that any third-party service provider will be successful in protecting our confidential and other data that is stored on their systems. In addition, we may suffer reputational harm or face litigation or adverse regulatory action as a result of ~~cyberattacks~~legal orchallenges ~~other~~by ~~data~~our ~~security~~or breaches and may incur significant additional expense to implement further data protection measures. Any disruption of the networks and services of independent third-party service providers could also negatively affect our ~~operations,~~licensors’ ~~accessibility or offering~~competitors;

39 ● our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products or processes for sale in our major commercial markets;

If● we ~~are able to successfully access the unfunded portion of the Yorkville Commitment and implement the Debt Conversion, we~~ may ~~face~~not ~~risks~~develop ~~associated~~additional ~~with~~trade ~~international~~secrets ~~operations,~~or ~~including~~proprietary ~~unfavorable~~know-how ~~regulatory,~~that ~~political,~~is ~~tax and labor conditions, which could harm our business.~~patentable;

If● ~~we are able to successfully access~~ the ~~unfunded~~patents ~~portion~~ of ~~the~~others ~~Yorkville~~may ~~Commitment~~have ~~and~~an ~~implement~~adverse ~~the~~effect ~~Debt~~on ~~Conversion, we expect that~~ our ~~initial~~business ~~markets will be central Europe~~ and/or ~~the United States (through~~ our ~~recent~~technology ~~co-marketing~~may ~~agreement~~infringe ~~with~~existing ~~Merlin~~third ~~Solar~~party ~~Technologies)~~patents, ~~but~~leading our geographic coverage could exceed these markets. As a result, we would face risks associated with such growth, including possible unfavorable regulatory, political, tax and labor conditions, which could harm our business, as well as cause us to ~~incur~~either ~~significant~~loss ~~expenditures~~of ~~necessary~~freedom to ~~satisfy~~operate ~~relevant regulatory requirements~~ or ~~obtain~~the ~~product~~need ~~certification in such new markets. Our operations will be subject~~ to ~~the~~pay ~~local~~license legal, political, regulatory and social requirements and economic conditions in the relevant jurisdictions. There is no guarantee that we will obtain relevant certifications for our products in the relevant markets or at all. We have not yet checked the feasibility of a rollout of our products in all the markets in which we may operate in the future and may identify political, regulatory, operational or practical hurdles, which may render an expansion into such a market unfeasible.fees;

If● we ~~are~~may ~~unable~~choose not to ~~attract~~file ~~and~~a ~~retain~~patent ~~key~~in ~~employees~~order ~~and~~to ~~hire~~maintain ~~additional~~certain ~~qualified~~trade ~~management,~~secrets ~~technical~~or proprietary know-how, and ~~engineering~~a ~~personnel,~~third ~~our~~party ~~ability~~may tosubsequently ~~compete~~file ~~could~~a bepatent ~~harmed.~~covering such trade secrets or proprietary know-how; and

~~Our~~● ~~success~~a ~~and~~third ~~financial~~party ~~performance~~may ~~depend~~infringe onour ~~technological~~patents ~~innovation~~resulting ~~and resources. Our success~~ in ~~such~~the anneed ~~environment~~for ~~depends~~legal action, toincluding apotential ~~large extent~~litigation, ~~on our management and the ability~~ to ~~retain~~protect our ~~key~~patents, ~~personnel. We benefit from the expertise~~ and ~~knowledge~~there ofcan ~~our research and development team and our competitiveness could~~ be ~~significantly~~no ~~impaired~~guarantees ~~should~~that we would be ~~unable~~successful ~~to retain the key employees~~ in ~~our~~such ~~research~~legal ~~and~~actions development team or any other team member. Any temporary or permanent unavailability or any unexpected loss of one or more of our management members or key employees could adversely affect our business and competitiveness. Changes in ~~management~~all ~~may also have a significant impact on our operations and the loyalty and motivation of our employees~~jurisdictions.

~~Our~~Should ~~success~~any ~~also~~of ~~depends,~~these inevents ~~part~~occur, onthey ~~our~~could ~~continuing~~have ~~ability~~a tomaterial ~~identify,~~adverse ~~hire,~~effect ~~attract,~~on ~~train and develop highly qualified personnel. In light of~~ our decision to terminate the Sion program in February 2023, we terminated the employment of 254 employees and, in this context, additional employees decided to resign. Thereafter, in connection with the new corporate structure and business ~~model envisioned in the then-current negotiations surrounding the Yorkville Investment Agreements~~, wefinancial ~~terminated the contracts of 40 employees~~condition, ~~including~~results ~~the contracts~~ of ~~the~~operations four managing directors of the Subsidiary, in September 2023. In addition, in late October 2023, we gave notice to all of our remaining employees in the interest of protecting the Subsidiary’s creditors during the Self-Administration Proceedings by ensuring that employee wages did not result in an additional liquidity burden. Following our entry into the Yorkville Investment Agreements with Yorkville, we offered to rehire those 40 employees in November 2023, more than 80% of which accepted the offer. In 2025, we further reduced our headcount and there may be further reductions in our workforce depending on the extent to which we are able to scale our business in the future. Those employee terminations and the events surrounding them may have damaged our reputation ~~as an employer and may significantly negatively affect our ability to hire and retain employees~~. Further, the significant reduction in headcount in 2023, as well as the change in management at both the Company and Subsidiary levels in connection with the Yorkville Investment Agreements, which in both cases resulted in smaller management teams, expose us to the risk that employees with relevant knowledge and know-how may have left us and that the remaining employees may not be able, or may not have the adequate skills or time, to successfully perform all of the functions that are necessary for us to manage, develop or grow our business.

We may ~~have~~be tosubject ~~hire additional employees in order~~ to ~~maintain~~various ~~our~~privacy ~~daily operations~~laws, ~~corporate functions and be able to complete~~ the ~~development~~violation of ~~our~~which ~~solar~~could ~~technology~~result in ~~order~~substantial tofines ~~start its commercial production according to our currently envisioned timelines. We may not succeed in hiring employees in sufficient numbers or at all, as our technological solutions are complex~~ and ~~innovative~~other ~~and~~negative individuals with sufficient experience with solar technology, particularly solar technology used in vehicles, are scarce, and as a result, we will need to expend significant time and money to train available employeesconsequences. Competition for qualified employees is intense, and our ability to hire, attract and retain them depends, among others, on our ability to provide competitive compensation. Despite our emergence from the former Self-Administration Proceedings, these proceedings and the events that led up to them are likely to have damaged our reputation as an employer. Furthermore, we have a limited operating history and our brand and reputation as an employer are not as developed as that of established market players. We have not yet generated any material revenues, significantly depend on external financing and may not be able to offer potential employees attractive or competitive remuneration.

40 We collect, store and process data in the course of our business operations, which may subject us to various data protection and privacy laws. The regulatory framework for data protection, privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.

WeThe ~~may~~data ~~therefore~~and ~~not~~information bewe ~~able~~collect and manage in conducting our business may subject us to ~~attract,~~legislative ~~integrate~~and regulatory burdens and requirements in the EEA and the United States of America that could require notification of data breaches, ~~develop~~restrict our use of such information and hinder our ability to acquire new customers or ~~retain~~market ~~qualified~~to ~~personnel~~existing incustomers. ~~sufficient~~We ~~quantities~~have not yet implemented a comprehensive set of internal- or atexternal-facing ~~all~~written data protection and privacy policies, procedures and rules. ~~Any~~Non-compliance ~~failure~~or toa domajor sobreach of our network security and systems could ~~adversely~~have ~~affect~~serious negative consequences for our business and future prospects, including possible fines, penalties and damages, reduced customer demand for our products and harm to our reputation and brand. For instance, Regulation (EU) 2016/679 of the ~~execution~~European Parliament and of ~~our~~the ~~global~~Council ~~business~~of ~~strategy~~April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the General Data Protection Regulation, “GDPR”) imposes strict limitations on the processing of personal data. ~~Unqualified~~The orGDPR ~~unreliable~~and ~~personnel~~other data privacy laws regulate when and how personal data may be collected, for which purposes it may be processed, for how long such data may be stored and to whom and how it may be transferred. The GDPR contains strict requirements for obtaining the consent of data subjects (i.e., the persons to whom personal data relates) to the use and processing of their personal data and also ~~expose~~requires usthe implementation of appropriate technical and organizational measures, depending on the nature of the processing activities, and imposes certain documentation obligations relating to data processing activities. The GDPR also imposes various ~~risks~~obligations ~~not~~in ~~directly~~the ~~related~~context toof ~~our~~processing ~~operations~~of data, ~~such~~including, asamong ~~violations~~others, ~~against~~far-reaching ~~insider~~transparency, ~~trading~~data ~~laws~~minimization, storage limitations, privacy by design and privacy by default obligations, data security, integrity and confidentiality obligations. In addition, it may require data protection impact assessments where the ~~misappropriation~~data processing is likely to result in a high risk to the rights and freedoms of ~~trade~~individuals. In case of a violation of the provisions of the GDPR, we could be subject to fines of up to €20,000,000 or up to 4% of our total worldwide annual turnover of the preceding financial year, whichever is higher, and ~~business~~other ~~secrets~~administrative penalties. We may also be liable should any individual who has suffered financial or ~~personal~~non-financial ~~data~~damage arising from our ~~technology~~infringement ~~infrastructure~~of the GDPR exercise their right to receive compensation against us. Furthermore, ~~material~~adverse ~~incorrect~~publicity ~~entries~~relating into our ~~accounting~~failure ~~systems,~~to ~~weak~~comply ~~management~~with the GDPR could cause a loss of goodwill, which could have an adverse effect on our ~~customer~~reputation, orbrand, ~~supplier~~business ~~relationships~~and orfinancial ~~logistics~~condition. ~~management~~In addition, local authorities may construe new regulations in a way that is even more restrictive and there is no guarantee that we will be able to comply with such restrictive approaches.

~~We are exposed to various liability risks resulting from past or existing employment relationships and labor laws.~~37

InThere ~~light~~is ofa ~~our~~risk ~~decision~~that topersonal ~~terminate~~data ~~the~~that ~~Sion~~we ~~program~~process incould ~~February~~become ~~2023~~public ~~and~~if ~~our~~there ~~financial~~were ~~situation,~~a wesecurity ~~terminated~~breach ~~the~~in ~~vast~~respect ~~majority~~ of ~~our~~such ~~employees.~~data ~~Thereafter~~and, inif ~~connection~~such ~~with~~security ~~the~~breach ~~corporate~~were ~~structure~~to ~~and~~occur, ~~future~~we ~~business~~could ~~model~~face ~~envisioned~~liability inunder ~~the~~data ~~Yorkville~~protection ~~Investment Agreements~~laws, including the ~~streamlined initial business focus on the Solar Bus Kit~~GDPR, weand ~~terminated~~lose the ~~contracts~~goodwill of 40our ~~employees~~customers, ~~including~~which ~~the~~may ~~contracts~~have ofa ~~the~~material ~~four~~adverse ~~managing~~effect ~~directors~~on ofour ~~the Subsidiary~~reputation, ~~in September 2023. In 2025~~brand, webusiness ~~further reduced our headcount~~ and ~~there~~financial ~~may~~condition. beAny ~~further~~risk ~~reductions~~of inliability ~~our~~under ~~workforce~~data ~~depending~~protection onlaws, including the ~~extent~~GDPR, tois ~~which~~more wepronounced ~~are~~against ~~able to scale our business in~~ the ~~future.~~background ~~In the event~~ of ~~any~~our ~~employee~~mass terminations, ~~we face the risk~~ of ~~legal proceedings in which the former~~ employees ~~may~~that ~~challenge~~we ~~their~~implemented ~~termination, claim damages or other payments and benefits~~ in ~~relation~~connection towith ~~their~~the ~~employment~~change ~~relationship or seek ownership~~ in ~~intellectual~~our ~~property~~business ~~rights~~model and ~~other~~which ~~assets.~~could ~~Should~~subject ~~employees~~us ~~be successful in challenging terminations, we may be exposed~~ to ~~substantial~~retaliatory ~~financial~~actions ~~and~~by ~~other liabilities. In addition, despite their termination,~~ former employees ~~may still claim to be~~, ~~fully~~including orwillful ~~partially,~~data ~~entitled~~leakages ~~to certain benefits granted to them while they were still employed with us, such as, for example, certain incentives, bonuses~~ or ~~pension~~the ~~entitlements.~~disclosure Weof ~~may~~confidential ~~also be liable for substantial social security contributions with respect to terminated employees for a prolonged time~~information.

~~Workforce~~We ~~management poses various risks and challenges, particularly in the EU and Germany, where the vast majority of our workforce is located. The labor laws in Germany~~ are ~~complex~~exposed ~~and~~to ~~rather employee-friendly. For example,~~ the ~~German~~risk ~~Working Time Act (Arbeitszeitgesetz) sets out a strict framework for, among others, the length~~ of ~~working~~litigation ~~shifts~~or ~~and~~other ~~resting~~legal ~~breaks,~~proceedings ~~the definition of working days and holidays, work on holidays, compensation and the obligation of employers to record working times of employees. There can be no assurance~~ that wecould ~~have~~cause ~~complied~~us ~~or will comply in all material aspects with applicable labor laws, which may lead~~ to ~~the~~spend ~~imposition~~substantial ofresources ~~material fines or even criminal liability~~ and ~~may~~disrupt ~~significantly negatively affect~~ our ~~reputation~~business.

~~Regulations~~In ~~and~~light ~~stakeholder~~of ~~expectations~~our ~~relating~~decision to ~~environmental~~terminate the Sion passenger car program in February 2023, ~~social~~as of the end of March 2023, we terminated the vast majority of our employees. Thereafter, in connection with the new corporate structure and ~~governance~~business ~~matters~~model envisioned in the then-current negotiations surrounding the Yorkville Investment Agreements, we terminated the contracts of 40 employees, including the contracts of the four managing directors of the Subsidiary, in September 2023. In addition, in line with our streamlined operational approach and strategic focus on key partnerships, the Subsidiary has over the last year implemented a reduction in workforce. There may ~~impose~~be ~~additional~~further ~~costs~~reductions in its workforce as a result of the termination by the Company of all current and ~~expose~~future usfunding commitments to ~~new~~the ~~risks~~Subsidiary and the decision to exit the legacy solar operations conducted through the Subsidiary. In the event of any employee terminations, we face the risk of legal proceedings in which the former employees may challenge their termination, claim damages or other payments and benefits in relation to their employment relationship or seek ownership in intellectual property rights and other assets. Should employees be successful in challenging terminations, we may be exposed to substantial financial and other liabilities. We also terminated and settled relationships with several former business partners that became obsolete. Former business partners may assert substantial payment claims or sue us for damages.

WeFurthermore, ~~continue~~we tomay ~~closely~~also ~~monitor~~face ~~developments~~litigation ~~relating to environmental, social~~ and ~~governance~~legal ~~(“ESG”)~~proceedings ~~regulations.~~based Aton ~~the~~advertisements ~~federal~~or ~~level~~other ~~in the United States, the SEC has proposed new rules requiring~~ public ~~companies~~statements toshould ~~disclose~~such ~~extensive climate-related information in their registration~~ statements ~~and~~turn ~~periodic~~out ~~reports.~~to ~~Such~~be ~~proposed~~unrealistic, ~~rules~~unfeasible ~~have~~or ~~been~~false ~~stayed~~or ~~pending~~should the ~~completion~~overall ofadvertised ~~the~~performance ~~judicial~~or ~~review~~specifications of ~~several~~our ~~petitions~~products ~~consolidated~~deviate infrom ~~the~~such ~~U.S.~~advertisements ~~Court~~or ofpublic ~~Appeals for the Eight Circuit and are currently being reconsidered by the SEC under the new U~~statements.S. administration. The countries in which we operate are following different approaches to the regulation of climate change and other sustainability matters, which increases the complexity of, and potential costs related to complying with, such regulations.

~~Simultaneously,~~We ~~there~~may ~~are~~or ~~efforts~~will ~~by some stakeholders to reduce companies’ efforts on certain ESG~~be, ~~including~~as ~~human~~the ~~capital~~case ~~management-related~~may ~~matters~~be, ~~and~~subject ~~anti-ESG~~to or anti-~~diversity~~corruption, ~~equity and inclusion (“DEI”) sentiment is gaining momentum across the United States, with several states having enacted or proposed~~ anti-~~ESG~~bribery, or anti-~~DEI~~money ~~policies or legislation and several state and federal governmental authorities filing suit alleging that ESG or DEI measures or initiatives violate law. Additionally~~laundering, infinancial ~~January 2025, President Trump signed a number of Executive Orders focused on DEI, which indicate continued scrutiny of DEI initiatives~~ and ~~potential~~economic ~~related~~sanctions ~~investigations of certain private entities with respect to DEI initiatives, including publicly traded companies. Further, some advocacy groups~~ and ~~federal~~similar ~~and~~laws ~~state officials have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters~~ and ~~private contract matters and several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision. If we were sued under any of these claims,~~ our ~~financial~~compliance ~~condition,~~systems ~~reputation~~may ornot ~~business could~~ be ~~adversely~~sufficient ~~impacted.~~to ~~Increasingly,~~adequately ~~different~~prevent ~~stakeholder groups have divergent views on ESG matters, which increases the risk that any action~~ or ~~lack~~detect thereof with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. If we do not successfully manage expectations across varied stakeholder interestslegal, itfinancial ~~could erode stakeholder trust, impact our reputation~~ and ~~constrain~~operational ~~our business opportunities~~risks.

41 Our business may or will be subject to various laws and regulations relating to, among other things, prevention of illegal employment, bribery and corruption, and money laundering, as well as compliance with antitrust, data protection (particularly the GDPR), consumer protection, minimum wage regulations, various criminal as well as export control regulations and trade and economic sanctions and embargoes on certain countries, persons, groups and/or entities, projects and/or activities. We are reliant on the compliance of our employees and the members of our management board, our contractors, consultants, agents, vendors and (other) collaboration partners with applicable laws and compliance policies implemented by us.

As ESG best practices and regulations continue to evolve, we expect to incur increasing costs relating to ESG monitoring, reporting and compliance, and these efforts will require substantial time and attention of management. This could have a material adverse effect on our business, results of operations, value chain and financial condition.38

~~Fluctuations~~However init ~~currency~~cannot ~~exchange~~be ~~rates~~excluded that our employees, the members of the management board, our contractors, consultants, agents, vendors and (other) collaboration partners have committed or will commit criminal, unlawful or unethical acts (including corruption) or that our compliance and risk management and its monitoring capabilities may ~~significantly~~prove ~~impact~~insufficient to prevent or detect any breaches of the law. Any such acts or breaches of law could result in whistle-blower complaints, adverse media coverage, (criminal) investigations, significant civil, administrative and criminal penalties and damage claims, disgorgement or other sanctions, (collateral) consequences or remedial measures and legal expenses, and cause considerable damage to our reputation, thereby negatively affecting our business, results of operations, financial condition and future business opportunities.

AWe ~~substantial~~may ~~percentage~~become ofsubject ~~our operations are conducted in Europe. As a result, we are exposed~~ to anadditional ~~exchange~~Dutch ~~rate risk between the U.S. dollar~~ and ~~the~~German ~~Euro.~~taxes, ~~The exchange rates between these currencies~~ in ~~recent~~particular, ~~years~~due ~~have fluctuated significantly and may continue~~ to ~~do so in~~ the ~~future.~~statutory Anseat ~~appreciation~~ of the ~~Euro~~Company against the U.S. dollar could increase the relative cost of our products outside of Europe, which could lead to decreased sales. Conversely, to the extent that we are required to pay for goods or services in ~~U.S. dollars,~~ the ~~depreciation of the Euro dollar against the U~~Netherlands.~~S. dollar would increase the cost of such goods and services.~~

WeThere dois ~~not~~a ~~hedge~~risk ~~our~~that ~~currency~~the ~~exposure~~German ~~and,~~tax ~~therefore,~~authorities weclassify ~~incur~~the ~~currency~~Company ~~transaction~~as ~~risk~~Dutch ~~whenever~~tax weresident. ~~enter~~If ~~into~~the ~~either~~German atax ~~purchase~~authorities conclude that the Company is not, has ceased to be or ~~sale~~ceases ~~transaction~~to ~~using~~be a(also ~~currency~~as ~~other~~a ~~than~~consequence of the ~~Euro.~~change ~~Given~~of facts or the ~~volatility~~law) ofa ~~exchange~~German ~~rates~~tax resident, weit ~~might~~could, ~~not~~inter bealia, ~~able~~become subject to ~~effectively~~German ~~manage~~exit ~~our~~taxation. ~~currency~~This ~~transaction~~could ~~risks,~~have ~~and~~serious ~~volatility~~German intax ~~currency~~consequences, ~~exchange~~including ~~rates~~German ~~might~~exit ~~have~~taxes aor ~~material~~the ~~adverse~~increase ~~effect~~of German withholding taxes on ~~our~~dividends ~~business~~received by the Company. Such German exit taxes could lead to the taxation of the built-in gains in the assets (e.g., ~~financial~~intellectual ~~condition~~property or ~~results~~goodwill) of ~~operations~~the Company.

~~Our~~If ~~operations~~we ~~could~~do bepay ~~adversely~~dividends, ~~affected~~we asmay aneed ~~result~~to withhold tax on such dividends payable to holders of ~~disasters,~~our ~~geopolitical~~Ordinary ~~events~~Shares orin ~~unpredictable~~both ~~events~~Germany and the Netherlands.

~~Our~~We ~~operations~~currently ~~could~~do benot ~~disrupted,~~intend ~~among~~to ~~others,~~pay byany ~~natural~~dividends ~~disasters~~to ~~such~~holders asof ~~earthquakes,~~our ~~fires~~Ordinary orShares. ~~explosions~~However, ~~pandemics~~if ~~and~~we ~~epidemics,~~do ~~power~~pay ~~outages~~dividends, ~~terrorist~~we ~~attacks,~~may ~~cyberattacks,~~need ~~war~~to orwithhold ~~other~~tax ~~critical~~on ~~events.~~such ~~This~~dividends ~~also~~in ~~applies~~both toGermany ~~the operations of our suppliers~~ and ~~other business partners. Disruptions may also result from possible regulatory or legislative changes in~~ the ~~relevant jurisdictions of our, our suppliers’ or our business partners’ operations~~Netherlands.

~~There~~As isan ~~currently~~entity ~~significant~~incorporated ~~uncertainty~~under ~~about~~Dutch ~~the~~law, ~~future~~any ~~relationship~~dividends ~~between~~distributed ~~the~~by ~~United~~us ~~States~~are ~~and~~subject ~~various~~to ~~other~~Dutch ~~countries,~~dividend ~~with~~withholding ~~respect~~tax tobased ~~trade~~on ~~policies,~~Dutch ~~treaties,~~domestic ~~government regulations and tariffs~~law. ~~For example~~However, on the ~~recent~~basis ~~imposition~~ of ~~tariffs~~the ~~and/or~~2012 ~~changes~~Convention inbetween ~~tariffs~~the onFederal ~~various~~Republic ~~products~~of byGermany ~~the U.S.~~ and ~~other~~the ~~countries,~~Kingdom ~~including~~of ~~China~~the ~~and~~Netherlands ~~Canada,~~for ~~have~~the ~~introduced~~avoidance ~~greater~~of ~~uncertainty~~double taxation with respect to ~~trade~~taxes ~~policies~~on ~~and~~income, ~~government~~or ~~regulations affecting trade between~~ the ~~United~~“double ~~States~~tax ~~and~~treaty ~~other~~between ~~countries,~~Germany and ~~new~~the ~~and/or increased tariffs have subjected~~Netherlands,” ~~and may in~~ the ~~future~~Netherlands ~~subject,~~will usbe torestricted ~~additional~~in ~~costs~~imposing ~~and~~these ~~expenditure~~taxes ofif ~~resources.~~we ~~Major~~continue ~~developments~~to inbe ~~trade~~a ~~relations,~~tax ~~including~~resident ~~the imposition~~ of ~~new~~Germany ~~or increased tariffs by the U.S.~~ and~~/or~~ ~~other~~our ~~countries,~~place ~~and~~of ~~any~~effective ~~emerging~~management ~~nationalist~~is ~~trends~~located in ~~specific~~Germany. ~~countries~~This ~~could~~withholding ~~alter~~tax ~~the~~restriction ~~trade~~does, ~~environment and consumer purchasing behavior which~~however, innot ~~turn~~apply, ~~could~~and ~~have~~Dutch adividend ~~material~~withholding ~~effect~~tax onis ~~our~~still ~~financial~~required ~~condition~~to ~~and~~be ~~results~~withheld offrom ~~operations.~~dividends, Weif ~~cannot predict future trade policy~~ and ~~regulations~~when inpaid ~~the~~to ~~United~~Dutch ~~States~~resident ~~and~~holders ~~other countries, the terms~~ of ~~any~~our ~~renegotiated~~Ordinary ~~trade~~Shares ~~agreements or treaties or tariffs~~ and ~~their~~non-Dutch ~~impact~~resident onholders of our ~~business.~~Ordinary AnShares ~~escalated~~that ~~trade war could~~ have a ~~significant~~permanent ~~adverse~~establishment ~~effect~~in ~~on world trade and~~ the ~~world~~Netherlands ~~economy.~~to Towhich ~~the~~their ~~extent~~shareholding ~~that~~is ~~trade~~attributable. ~~tariffs~~As ~~and~~a ~~other~~result, ~~restrictions~~upon ~~imposed~~a bypayment ~~the United States~~ (or ~~other~~deemed ~~countries~~payment) ~~increase the price~~ of, ~~or limit the amount of~~dividends, ~~our~~we ~~products~~will orbe ~~components~~required orto ~~materials~~identify ~~used~~our shareholders in ~~our~~order ~~products~~to ~~imported~~assess ~~into~~whether ~~the~~there ~~United~~are ~~States~~Dutch residents (or ~~other~~non-Dutch ~~countries,~~residents orwith ~~create~~a ~~adverse~~permanent ~~tax~~establishment ~~consequences,~~in the ~~sales,~~Netherlands ~~cost~~to orwhich ~~gross~~the ~~margin~~Ordinary ofShares ~~our~~are ~~products~~attributable) ~~may~~in berespect ~~adversely~~of ~~affected~~which ~~and~~Dutch ~~the~~dividend ~~demand~~tax ~~from~~has ~~our~~to ~~customers for products and services may~~ be ~~diminished~~withheld. ~~Uncertainty~~Such ~~surrounding~~identification ~~international~~may ~~trade~~not ~~policy~~always ~~and~~be ~~regulations~~possible asin ~~well as disputes and protectionist measures could also have an adverse effect on consumer confidence and spending~~practice. If wethe ~~deem~~identity ~~it necessary to alter all or a portion~~ of our ~~activities~~shareholders orcannot ~~operations~~be indetermined, ~~response~~withholding toof ~~such~~both ~~policies,~~German ~~agreements~~and orDutch ~~tariffs,~~dividend ~~our~~tax ~~capital~~may ~~and~~occur ~~operating~~upon ~~costs~~a ~~may~~payment ~~increase~~of dividends.

~~In February 2022~~Furthermore, ~~Russia~~the ~~invaded~~withholding ~~Ukraine~~tax ~~across~~restriction areferred ~~broad front. In response~~ to ~~this~~above ~~aggression,~~is ~~governments~~based ~~around~~on the ~~world~~current ~~have~~choices ~~imposed~~and ~~severe~~reservation ~~sanctions~~made ~~against~~by ~~Russia.~~Germany ~~These~~under ~~sanctions~~the ~~disrupted~~Multilateral ~~manufacturing,~~Convention ~~delivery~~to ~~and~~Implement ~~supply~~Tax ~~chains~~Treaty atRelated aMeasures ~~global~~to ~~scale.~~Prevent InBase ~~addition,~~Erosion ~~the recent war between Israel~~ and ~~Hamas~~Profit ~~may~~Shifting ~~also~~(“MLI”). ~~disrupt~~If orGermany ~~otherwise~~changes ~~negatively~~its ~~impact~~MLI ~~manufacturing,~~choices ~~delivery~~ and ~~supply~~reservation, ~~chains~~we ~~at a global scale and~~ may ~~also~~not ~~have~~be aentitled ~~material~~to ~~impact~~any onbenefits ~~business~~of ~~relationships with customers in~~ the ~~region.~~double Wetax ~~cannot~~treaty ~~yet~~between ~~foresee~~Germany ~~the~~and ~~full extent of~~ the ~~impact~~Netherlands, ~~that~~including ~~these wars and~~ the ~~sanctions~~withholding ~~imposed~~tax ~~as a result thereof~~restriction, as ~~well~~long as ~~any~~Germany ~~future~~and ~~sanctions~~the ~~that~~Netherlands ~~may~~do benot ~~imposed~~reach inan ~~connection~~agreement ~~with these wars, will have~~ on our ~~business~~tax ~~and~~residency ~~operations.~~for ~~Such~~purposes ~~impact will depend on future developments~~ of the ~~wars,~~double ~~which~~tax ~~are~~treaty ~~highly~~between ~~uncertain~~Germany and ~~unpredictable.~~the ~~The~~Netherlands, ~~wars~~and, ~~could~~as ~~have~~ a ~~material impact on our results of operations~~result, ~~liquidity and~~any ~~capital~~dividends ~~management.~~distributed Weby ~~will~~us ~~continue~~during ~~to monitor~~ the ~~situation~~period ~~and~~no ~~the~~such ~~effect~~agreement ofhas ~~these~~been ~~developments~~reached onbetween ~~our~~Germany ~~liquidity~~ and ~~capital management. At~~ the ~~same~~Netherlands ~~time,~~may webe ~~have~~subject ~~taken actions~~ to ~~maintain~~withholding ~~operations~~tax ~~and~~both toin ~~secure~~Germany ~~our~~and ~~supply~~the ~~chain~~Netherlands.

~~Regulatory, Legal and Tax Risks~~39

We ~~are~~may ~~subject~~become totaxable ~~substantial~~in ~~regulation~~a ~~and~~jurisdiction ~~unfavorable~~other ~~changes~~than ~~to,~~Germany orand ~~failure~~this bymay usincrease tothe ~~comply~~aggregate ~~with,~~tax ~~these~~burden ~~regulations~~on ~~could substantially harm our business and operating results~~us.

WeSince ~~are~~our ~~subject~~incorporation towe ~~substantial~~have ~~regulation~~had, ~~under~~on ~~international,~~a ~~national~~continuous basis, ~~regional and~~our ~~local~~place ~~laws.~~of We“effective ~~expect~~management” toin ~~incur~~Germany ~~significant~~(albeit ~~costs~~that insuch ~~complying~~management connection with ~~these~~Germany ~~regulations~~has been diluted). InThe ~~addition,~~German ~~additional~~tax ~~regulatory~~authorities ~~costs~~may still deem the remaining management connection or ~~hurdles~~other ~~may~~local ~~materialize~~presence insufficiently ~~the~~strong ~~future~~to asassert wetaxing ~~expand~~rights ~~our~~under ~~operations~~German domestic law. As an entity incorporated under Dutch law, ashowever, we ~~have~~also ~~not~~qualify ~~yet~~as ~~assessed~~a ~~all~~tax ~~relevant~~resident ~~legal~~of ~~aspects~~the Netherlands on the basis of Dutch domestic law. Yet, based on our ~~operations~~current management structure and the current ~~business~~tax ~~model~~laws ~~with~~of ~~respect~~the toUnited States, Germany and the ~~relevant~~Netherlands, ~~legal~~as ~~framework~~well ofas ~~all~~applicable ~~jurisdictions~~income tax treaties, weand ~~may~~current ~~conduct~~interpretations ~~business~~thereof, ~~in.~~if ~~Regulations~~the ~~related~~German totax ~~the~~authorities ~~mobility~~would ~~and~~seek ~~e-mobility~~to ~~industry~~assert ~~and~~taxing ~~alternative~~rights ~~energy~~due ~~are~~to ~~evolving~~effective ~~and~~management from Germany, we ~~face~~should ~~risks~~qualify ~~associated~~solely ~~with~~as ~~changes~~a totax ~~these~~resident ~~regulations.~~of WeGermany ~~are~~for ~~unable~~the purposes of the double tax treaty between Germany and the Netherlands due to ~~predict~~the ~~future~~“effective ~~legislative~~management” ortie-breaker ~~regulatory~~included ~~changes,~~in ~~initiatives~~Article or4(3) ~~interpretations~~of ~~and~~the ~~any~~double ~~such~~tax ~~changes,~~treaty ~~initiatives~~between orGermany ~~interpretations~~and ~~may~~the ~~increase~~Netherlands ~~costs~~and the current MLI choices and ~~competitive~~reservation, ~~pressure~~seeing onthat ~~us.~~management Toties with the ~~extent~~Netherlands ~~laws~~are ~~change,~~entirely ~~our~~absent. ~~products~~Our ~~may~~sole ~~not~~tax ~~comply~~residency ~~with~~in ~~applicable~~Germany ~~international,~~for ~~national,~~purposes ~~regional~~of orthe ~~local~~above-mentioned ~~laws,~~tax ~~which~~treaty ~~would~~is ~~have~~subject anto ~~adverse~~the ~~effect~~application of the provisions on ~~our~~tax ~~business.~~residency ~~Compliance~~as ~~with~~stipulated ~~changing~~in ~~regulations~~such ~~could~~treaty beas ~~burdensome,~~amended from time ~~consuming~~to ~~and expensive~~time. ToThe ~~the~~MLI, ~~extent~~Germany ~~compliance~~and ~~with~~the ~~new~~Netherlands ~~regulations~~entered isinto, ~~cost~~among ~~prohibitive~~other countries, ~~our~~should ~~business~~not, ~~prospects,~~as ~~financial~~of ~~condition~~this ~~and~~date, ~~operating~~affect ~~results~~such ~~would~~tax betreaty’s ~~adversely~~rules ~~affected~~regarding tax residency.

42 The test of “effective management” is largely a question of fact and degree based on all the circumstances, rather than a question of law. Nevertheless, the relevant case law and OECD guidance suggest that our Company is unlikely to be regarded as a Dutch tax resident in a tax treaty context if, as our Company intends, (i) no management board meetings will be held in the Netherlands and management board members attending through video conferencing will not be present in the Netherlands for those meetings; (ii) at those meetings there are full discussions of, and decisions are made regarding, the key strategic issues affecting our Company and its subsidiaries; (iii) those meetings are properly minuted; (iv) none of our management board members, together with supporting staff, are based in the Netherlands; and (v) our Company does not have permanent staffed office premises in the Netherlands. We may, however, become subject to income tax liability in other countries with regard to the income generated in the respective other country, for example, due to the existence of a permanent establishment or a permanent representative in such other country.

WeThe applicable tax laws, tax treaties or interpretations thereof may change, including the MLI choices and reservation. Furthermore, whether we have our place of effective management in Germany and are ~~subject~~as such solely tax resident in Germany is largely a question of fact and degree based on all the circumstances, rather than a question of law, which facts and degree may also change. Changes to ~~various~~applicable ~~environmental~~tax laws or interpretations thereof, changes to applicable facts and ~~regulations~~circumstances ~~that~~(for example, a change of directors or the place where board meetings take place), or changes to applicable tax treaties, including a change to the application of the MLI, may result in a taxable presence in (an)other jurisdiction(s). See “Item 1A. Risk Factors—Regulatory, Legal and Tax Risks—If we do pay dividends, we may need to withhold tax on such dividends payable to holders of our Ordinary Shares in both Germany and the Netherlands.” As a consequence, our overall effective income tax rate and income tax expense could ~~impose~~materially ~~substantial~~increase, ~~costs~~which ~~upon~~could ushave a material adverse effect on our business, results of operations, financial condition and prospects, which could cause our share price and trading volume to decline.

Our operations, are or will be subject to international, national, regional and/or local environmental laws and regulations, including, in the jurisdictions in which we intend to sell our products, laws relating to the use, handling, storage, disposal and human exposure to hazardous materials (including the German Federal Soil Protection Act (Bundes-Bodenschutzgesetz), and Regulation (EC) no. 1907/2006 (REACH)). Furthermore, we will be affected by the Extended Producer Responsibility, an EU policy approach under which producers are given a significant responsibility - financial and/or physical - for the treatment or disposal of post-consumer products. We may be or become ~~subject~~a topassive ~~various~~foreign ~~environmental,~~investment ~~social~~company and governance-related regulations in the future, such as the EU Corporate Sustainability Reporting Directive, EU Taxonomy for sustainable activities, the EU Corporate Sustainability Due Diligence Directive or the Act on Corporate Due Diligence Obligations in Supply Chains (“~~Lieferkettensorgfaltspflichtengesetz~~PFIC”) including as a result of recent legislative or regulatory initiatives. Environmental and health and safety laws and regulations can be complex. We expect that we will be affected by future amendments to such laws or other new environmental and health and safety laws and regulations, which ~~may~~could ~~require~~result ~~us to change our operations, potentially resulting~~ in ~~a material~~ adverse ~~effect~~United onStates ~~our~~federal ~~business,~~income ~~prospects,~~tax ~~financial~~consequences ~~condition~~to ~~and~~United ~~operating~~States ~~results~~investors.

~~These~~Based ~~laws~~on ~~can~~the ~~give~~composition ~~rise~~of toour ~~liability~~income ~~for~~and ~~administrative~~valuation ~~oversight~~of ~~costs,~~our ~~cleanup~~assets ~~costs,~~we ~~property~~believe ~~damage,~~that ~~bodily~~we ~~injury,~~were ~~fines~~not ~~and~~a ~~penalties~~PFIC in our taxable year ended December 31, 2025. ~~Capital~~The determination of whether or not we are a PFIC is made on an annual basis and ~~operating~~will ~~expenses~~depend ~~needed~~on tothe ~~comply~~composition ~~with~~of ~~environmental~~our ~~laws~~income and ~~regulations~~assets ~~can~~from betime ~~significant~~to time. Specifically, ~~and~~we ~~violations~~will ~~may~~be ~~result~~classified as a PFIC for United States federal income tax purposes if either: (1) 75% or more of our gross income in ~~substantial~~a ~~fines~~taxable ~~and~~year ~~penalties,~~is ~~third-party~~passive ~~damages~~income, ~~suspension~~or (2) the average percentage of ~~production~~our orassets by value in a ~~cessation~~taxable year which produce or are held for the production of ~~our~~passive ~~operations~~income (which includes cash) is at least 50%.

WeOur ~~may~~PFIC bestatus ~~involved~~is ina ~~legal~~factual ~~proceedings~~determination ~~based~~that onis ~~the~~made ~~alleged~~annually ~~violation~~and ofthus ~~intellectual~~may ~~property~~be ~~rights~~subject ~~either~~to bychange. usIt oris ~~third~~therefore ~~parties,~~possible ~~such~~that aswe ~~patent~~could orbecome ~~trademark~~a ~~infringement~~PFIC ~~claims,~~in ~~which~~our ~~may~~taxable beyear ~~time-consuming~~ending ~~and~~December ~~cause~~31, us2026, toor ~~incur~~in ~~substantial~~a ~~costs~~future taxable year.

~~Technological~~If innovation will be a crucial aspect of our potential success. We have been granted several patents for our technologies and intend to continue to file additional patent applications in the future. As the number of competitors in our market increases, and as the number of patents issued in the area of mobility grows, the possibility of patent infringement claims against us or by us increases. While we are ~~not aware that our technologies infringe the proprietary rights of any third party~~ or ~~that~~were ~~technologies~~to ofbecome a ~~third party infringe our proprietary rights~~PFIC, wesuch docharacterization ~~not~~could ~~regularly conduct freedom to operate searches. Policing violations of our intellectual property rights or unauthorized use of our proprietary technology can be difficult and~~ result in ~~substantial~~adverse ~~costs.~~United ~~Litigation~~States ~~may~~federal beincome ~~necessary~~tax toconsequences ~~enforce our intellectual property rights or determine the validity~~ and ~~scope~~burdensome ofreporting ~~our~~requirements proprietary rights and of others. We cannot ensure that the outcome of such potential litigation will be in our favor, and such litigation may be costly and may divert management attention and other resources away from our business. We may not be able to ~~manufacture or commercialize our technology as planned and our freedom to operate may be impaired, absent~~ a ~~license,~~holder which may not be available on reasonable terms or at all, should we fail to successfully identify or challenge any patents or patents applications that cover our technology or innovations. This risk is more pronounced against the background that it is difficult for industry participants, including us, to identify all third-party patent rights that may be relevant to our product candidates and technologies because patent searching is imperfect due to differences in terminology among patents, incomplete databases and the difficulty in assessing the meaning of ~~patent~~Ordinary ~~claims.~~Shares Weif may in-license patents and other intellectual property from third parties, including suppliers and service providers, and we may face claims that our use of this in-licensed technology infringes the intellectual property rights of others. In such ~~cases,~~holder weis ~~will~~a ~~seek~~United ~~indemnification~~States ~~from our licensors~~investor. ~~However, our rights to indemnification may be unavailable or insufficient to cover our costs and losses.~~

We may be required to participate in interference, derivation or opposition proceedings that concern disputes regarding priority of inventions disclosed in our patents. Determining patent infringement by a product, as well as priority of inventions and other patent-related disputes, involves complex legal and factual issues and the outcome is often uncertain. We have not conducted any significant search of patents issued to third parties, and third-party patents containing claims covering our technology or methods that predate our patents may exist. Because of the number of patents issued and patent applications filed in our technical areas or fields (including some pertaining specifically to electric vehicles), we may identify third party technologies that infringe our patents, or our competitors or other third-parties may assert that our technology and the methods we employ in the use of products incorporating our technology are covered by patents held by them. In addition, because patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, we may not be aware of certain patent applications that are currently pending, which applications may result in issued patents that our technology or other future products would infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications that may ultimately issue with claims that we infringe.40

43 Risks Related to our Securities

~~Our~~An ~~ability~~investment toin ~~successfully commercialize~~ our ~~solar~~securities ~~technology,~~carries and therefore our ability to potentially generate meaningful revenue streams, may be significantly impaired should it or any of its components violate third parties’ intellectual property rights. The scope of patent claims is subject to construction based on interpretation of the law, the written disclosure in a ~~patent~~high ~~and~~degree ~~the patent’s prosecution history. Our interpretation~~ of the relevance or the scope of a patent or a pending application may be incorrect. Established vehicle manufacturers, technology companies or other market players may invest significant resources and capital to protect their intellectual property and scan the market for potential violations. There is a heightened risk ~~that inquiries or legal proceedings based on the alleged violation of intellectual property rights are initiated by established vehicle manufacturers or technology companies that develop~~ and ~~test~~should technologies similar to ours and that have much more resources and funds than us. Other companies owning patents or other intellectual property rights relating to technologies relevant for us, such as solar modules or electronic power management systems may also allege infringement of such rights. In addition, we may also be ~~exposed~~considered to claims from individuals who were or are engaged in the design and development of our technologies or previously developed vehicles. We initiated mass layoffs of former employees in connection with the change in our business model, which increases the risk for retaliatory actions. Former employees who left us or were terminated may seek to assert ownership in or otherwise challenge intellectual property rights that we claim or are crucial for our plans. The publicity interest we receive as a ~~public~~speculative company draws significant attention to us and likely generally increases the risks of such claims and legal proceedings, no matter whether such claims lack the required merits or not or are of merely fraudulent natureinvestment.

InAn ~~addition,~~investment wein ~~may be required to indemnify~~ our ~~customers~~securities ~~and~~carries ~~distributors~~a ~~against~~high ~~claims~~degree ~~relating to the infringement~~ of ~~intellectual~~risk ~~property~~and ~~rights~~should ofbe ~~third~~considered ~~parties~~as ~~related~~a tospeculative ~~our products~~investment. ~~Third~~We ~~parties~~have ~~may~~a ~~assert~~limited ~~infringement~~history ~~claims~~of ~~against~~earnings, ~~our~~a ~~customers~~limited oroperating ~~distributors.~~history, ~~These~~have ~~claims~~not ~~may~~paid ~~require~~dividends, ~~us to initiate or defend protracted~~ and ~~costly~~are ~~litigation~~unlikely onto ~~behalf~~pay ofdividends ~~our~~in ~~customers or distributors, regardless of~~ the ~~merits~~immediate ofor ~~these~~near ~~claims~~future. IfThe ~~any~~likelihood of ~~these~~our ~~claims~~success ~~succeed,~~must ~~we may~~ be ~~forced~~considered toin ~~pay~~light ~~damages on behalf~~ of ~~our~~the ~~customers~~problems, orexpenses, ~~distributors~~difficulties, orcomplications ~~may~~and bedelays ~~required~~frequently toencountered ~~obtain~~in ~~licenses~~connection ~~for~~with the ~~products~~establishment orof ~~services~~any ~~they use~~business. IfAn weinvestment ~~cannot~~in ~~obtain~~our ~~all~~securities ~~necessary~~may ~~licenses~~result onin ~~commercially~~the ~~reasonable~~loss ~~terms,~~of ~~our~~an ~~distributors~~investor’s ~~may~~entire beinvestment. ~~forced~~Only topotential ~~stop~~investors ~~distributing~~who ~~our~~are ~~products~~experienced orin ~~services,~~high ~~and~~risk ~~our~~investments ~~customers~~and ~~may~~who becan ~~forced~~afford to ~~stop~~lose ~~using~~their ~~our~~entire ~~products~~investment orshould ~~services~~consider an investment our securities.

The ~~outcome~~market ofprice ~~intellectual property litigation is subject to uncertainties that cannot be adequately quantified in advance. Because~~ of ~~the substantial amount of discovery required in certain jurisdictions in connection with intellectual property litigation, there is a risk that some of~~ our ~~confidential~~Ordinary ~~information~~Shares could be compromised by disclosure during this type of litigation. If we are required to obtain a license from any third party in order to use the infringing technology and continue developing, manufacturing or marketing our products, we may ~~not~~ be ~~able~~highly ~~to obtain such required license on commercially reasonable terms or at all~~volatile, ~~including~~and ~~due~~you ~~to competitors being unwilling to provide us a license under any terms. A successful claim of infringement of intellectual property against us~~ could ~~therefore~~lose ~~materially~~all ~~adversely affect our business, prospects, operating results and financial condition. Any litigation~~ or ~~claims,~~part ~~whether valid or invalid, could result in substantial costs and diversion~~ of ~~resources~~your ~~and we have not yet created any reserves for litigation related to intellectual property~~investment.

IfThe ~~our~~trading ~~trademarks~~price ~~and~~of ~~trade~~our ~~names~~Ordinary ~~are~~Shares ~~not~~is ~~adequately~~likely ~~protected,~~to ~~we may not~~ be ~~able to build name recognition in our markets of interest, which may adversely affect our business~~volatile.

Our ~~trademark~~stock ~~registrations~~price ~~and~~could ~~applications are valuable assets and may~~ be ~~challenged,~~subject ~~infringed, circumvented or declared generic or determined~~ to ~~infringe~~wide afluctuations ~~third party’s trademarks. For example,~~ in Europe, we are in ongoing discussions with a producer of telescopic sights who filed oppositions against various trademarks that were filed by us after our rebranding process and recently received a notice of cancellation in response to ~~the opponent’s application for~~ a ~~declaration~~variety of invalidity against our registered trademark of our logo that displays a circle with a dot between the words “Sono Motors”. We currently plan to appeal the cancellation. There is a risk that we may not be able to protect our rights to these or other ~~trademark registrations or applications~~factors, which may be necessary to build name recognition among potential collaborators or customers in our markets of interest. See “Item 1A. Risk Factors—Risks Related to our Business and Operations—We depend on the adequate protection of our intellectual property, which can be difficult and costly”. Equally, there can be no assurance that we will be successful in registering additional or replacement trademarks if we were to engage in a rebranding. At times, competitors may adopt trademarks or trade names similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trademark infringement claims brought by owners of other trademarks or trademarks that incorporate variations of our trademark registrations or applications. We have not conducted any availability searches for trademarks to assess whether our trademark registrations would not infringe a third party’s trademarks, or whether our trademark applications would be successfully registered. Successful third-party challenges to the use of any of our trademarks may require us to rebrand our business or certain products or services associated therewith.include:

44 ● whether we achieve our anticipated corporate objectives; ● changes in financial or operational estimates or projections; ● termination of restrictions on the ability of our stockholders to sell their shares; and ● general economic or political conditions in the United States or elsewhere.

~~Over~~In ~~the long term~~addition, ifthe westock ~~are~~market ~~unable~~in togeneral ~~establish~~has ~~name~~recently ~~recognition~~experienced ~~based~~extreme onprice ~~our trademarks, then we may not be able to compete effectively,~~ and ~~our~~volume ~~business~~fluctuations ~~may~~that behave ~~adversely~~often ~~affected.~~been Weunrelated ~~may~~or ~~fail~~disproportionate to ~~adequately maintain~~ the ~~quality~~operating performance of ~~our~~these ~~products~~companies. ~~and~~Such ~~services~~rapid ~~associated~~and ~~with~~substantial ~~our~~price ~~trademarks~~volatility, ~~and~~including any ~~loss~~stock torun-up, ~~the distinctiveness of our trademarks~~ may ~~cause~~be usunrelated to ~~lose~~our ~~certain~~actual ~~trademark~~or ~~protection,~~expected ~~which~~operating ~~could~~performance ~~result~~and infinancial ~~the~~condition ~~loss~~or ofprospects, ~~goodwill~~making ~~and~~it ~~brand~~difficult ~~recognition~~for inprospective ~~relation~~investors to ~~our~~assess ~~name~~the ~~and~~rapidly ~~products.~~changing Invalue ~~addition,~~of ~~we may license~~ our ~~trademarks~~Ordinary toShares. ~~third~~This ~~parties,~~volatility ~~such~~may asprevent ~~distributors.~~you ~~Though~~from ~~these~~being ~~license~~able ~~agreements~~to ~~may~~sell ~~provide~~your ~~guidelines~~Ordinary ~~for~~Shares ~~how~~at ~~our~~or ~~trademarks~~above ~~may~~the beprice ~~used,~~you apaid ~~breach~~for ofthem. ~~these~~If ~~agreements~~the ormarket ~~misuse~~price of our ~~trademarks~~Ordinary byShares ~~these~~after ~~licensees~~this ~~may~~offering ~~jeopardize~~does ~~our~~not ~~rights~~exceed ~~in or diminish~~ the ~~goodwill~~offering ~~associated~~price, ~~with~~you ~~our~~may ~~trademarks.~~not ~~Our~~realize ~~efforts~~any inreturn ~~enforcing~~on oryour ~~protecting~~investment ~~our~~in ~~trademarks~~us ~~may be ineffective~~ and ~~could~~may ~~result~~lose insome ~~substantial~~or ~~costs~~all ~~and diversion~~ of ~~resources~~your ~~and adversely affect our business~~investment.

We may, bein ~~subject~~the tofuture, ~~claims~~issue ~~that~~additional ~~our~~Ordinary ~~employees~~Shares ~~have~~or ~~wrongfully~~other ~~used~~securities, orwhich ~~disclosed~~would ~~alleged~~reduce ~~trade~~investors’ ~~secrets~~percent of ~~their former employers or claims asserting~~ ownership ofand ~~what~~dilute ~~we regard as~~ our ~~own~~share ~~intellectual property~~value.

~~Some~~Future ofsales ~~our~~or ~~employees~~issuances ~~were~~of ~~previously~~equity ~~employed~~securities atcould ~~other~~decrease ~~companies~~the ~~that~~value ~~may~~of ~~have~~the ~~proprietary~~Ordinary ~~rights~~Shares, ~~related~~dilute toshareholders’ ~~our~~voting ~~business.~~power ~~Some~~and ofreduce ~~these~~future ~~employees~~potential ~~may~~earnings ~~have~~per ~~executed~~Ordinary ~~proprietary~~Share. ~~rights,~~We ~~non-disclosure~~may ~~and~~sell ~~noncompetition~~additional ~~agreements~~equity securities in ~~connection~~subsequent ~~with~~offerings ~~such~~(including ~~previous~~through ~~employment.~~the ~~Although~~sale weof ~~try~~securities toconvertible ~~ensure~~into ~~that~~Ordinary ~~such~~Shares) ~~individuals~~and domay ~~not~~issue ~~use~~additional ~~the~~equity ~~proprietary~~securities ~~information~~to orfinance ~~know-how~~our ofoperations, ~~others~~acquisitions inor ~~their~~other ~~work~~business ~~for~~projects. ~~us,~~We wecannot ~~may~~predict bethe ~~subject~~size toof ~~claims~~future ~~that~~sales weand orissuances ~~these~~of ~~employees~~equity ~~have~~securities ~~used~~ or ~~disclosed~~the ~~intellectual property~~effect, ~~including~~if ~~trade~~any, ~~secrets~~that orfuture ~~other~~sales ~~proprietary~~and ~~information,~~issuances of ~~their~~equity ~~former~~securities ~~employers.~~will Wehave ~~are~~on ~~not~~the ~~aware~~market price of ~~any~~the ~~such~~Ordinary ~~disclosures or~~Shares. ~~threatened~~Sales or ~~pending~~issuances ~~claims~~of ~~related~~a tosubstantial ~~these~~number ~~matters,~~of ~~but~~equity ~~in the future~~securities, ~~litigation~~or ~~may~~the beperception ~~necessary~~that ~~to defend against~~ such ~~claims.~~sales Ifcould ~~we fail to defend any such claims~~occur, we may ~~lose~~adversely ~~valuable~~affect ~~intellectual~~prevailing ~~property~~market ~~rights~~prices orfor ~~personnel and~~the ~~may~~Ordinary beShares. ~~required~~With toany ~~pay~~additional ~~monetary~~sale ~~damages~~or ~~and~~issuance beof ~~enjoined~~equity ~~from~~securities, ~~conducting~~investors ~~our~~will ~~business~~suffer asdilution ~~contemplated.~~of ~~Even~~their ifvoting wepower ~~are~~and ~~successful~~may inexperience ~~defending~~dilution ~~against~~in ~~such~~our ~~claims,~~earnings ~~litigation~~per ~~can~~Ordinary ~~be expensive and time-consuming~~Share.

~~Intellectual~~Subject ~~property~~to ~~rights~~the doterms of our articles of incorporation and applicable securities laws, we are not ~~necessarily~~restricted ~~address~~from ~~all~~issuing ~~potential~~additional ~~threats~~Ordinary Shares or securities similar to the Ordinary Shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, Ordinary Shares. The market price of the Ordinary Shares could decline as a result of sales of Ordinary Shares, sales of other securities made after this offering, or as a result of the perception that such sales could occur. Because our ~~competitive~~decision ~~advantage~~to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings. Thus, holders of the Ordinary Shares bear the risk of our future offerings reducing the market price of the Ordinary Shares and diluting their holdings in the Ordinary Shares.

~~The~~Future ~~degree~~equity ofissuances ~~future~~and ~~protection~~digital-asset-linked ~~afforded~~financings bymay ~~our~~dilute ~~intellectual~~existing ~~property~~shareholders ~~rights is uncertain because intellectual property rights have limitations~~ and ~~may~~affect ~~not~~the ~~adequately~~market ~~protect~~price ~~our~~of ~~business or permit us to maintain~~ our ~~competitive~~Ordinary ~~advantage~~Shares.

~~For~~The ~~example:~~Company has entered into, and may in the future enter into, additional financing arrangements that could result in the issuance of a substantial number of Ordinary Shares. During fiscal 2025, the Company completed the transactions contemplated by the Yorkville Restructuring Investment and the Yorkville Commitment, in connection with which the Company issued Preferred Shares to Yorkville that are convertible into Ordinary Shares, provided, that under the Exchange Agreement, Yorkville may not convert Preferred Shares if, after giving effect to such conversion, Yorkville and any of its affiliates would beneficially own more than 4.99% of the number or voting power of the Ordinary Shares outstanding immediately after giving effect to such conversion, which limitations may be waived by Yorkville upon not less than 65 days’ prior notice to the Company. In addition, subsequent to year-end, the Company issued the Pre-Funded Warrant to Yorkville. The Pre-Funded Warrant is exercisable for up to 283,367 Ordinary Shares at an exercise price of €0.01 per share (subject to certain adjustments), is exercisable immediately upon issuance, and may be exercised, in whole or in part, at any time until exercised in full. Yorkville (together with its Attribution Parties (as defined in the Pre-Funded Warrant)) may not exercise any Pre-Funded Warrant to the extent that Yorkville would own more than 4.99% of the outstanding Ordinary Shares immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of such Pre-Funded Warrant, which percentage may be changed at Yorkville’s election to a lower or higher percentage not in excess of 9.99% upon 61 days’ notice to the Company, subject to the terms of the Pre-Funded Warrant. If such limitations are waived and all of such securities are converted or exercised, the number of outstanding Ordinary Shares could increase materially, resulting in dilution of existing shareholders’ voting and economic interests.

● others may be able to make products or processes that are identical or similar to any product or process we may develop and commercialize or utilize similar intellectual property or technologies that we now or may in the future own or have in-licensed;41

●While wethese orarrangements ~~our~~strengthen ~~future~~liquidity ~~licensors~~and orsupport ~~collaborators~~the ~~might~~Company’s ~~not~~growth ~~have~~initiatives, ~~been~~they ~~the~~also ~~first~~expose shareholders to ~~make~~potential future dilution and share-price volatility. The market price of the ~~inventions~~Company’s ~~covered~~Ordinary byShares may fluctuate based on expectations regarding the ~~patents~~timing, scale, or ~~pending~~pricing ~~patent~~of ~~applications~~any ~~that~~future weequity ~~own~~issuances orunder ~~have~~these ~~in-~~or ~~licensed;~~similar facilities.

●Digital-asset wetreasury orand ~~our~~market-value ~~future~~volatility ~~licensors~~could oradversely ~~collaborators~~affect ~~might not have been the first to file patent applications covering certain of~~ our orfinancial ~~their~~position ~~inventions;~~and liquidity.

45 As part of its long-term capital strategy, the Company established a digital asset treasury (DAT) Strategy that includes holdings of BTC acquired in connection with the Treasury Strategy. While these assets are intended to generate on-chain yield and support future digital-finance initiatives, they expose the Company to risks not typically associated with traditional financial instruments.

●The ~~others~~market ~~may~~for ~~independently~~digital ~~develop~~assets ~~similar~~such oras ~~alternative~~BTC ~~intellectual~~is ~~property~~highly orvolatile ~~technologies~~and orsubject ~~duplicate~~to ~~any~~rapid ofand ~~our~~material ~~intellectual~~fluctuations ~~property~~in orvalue ~~technologies~~due ~~without~~to ~~infringing~~regulatory ~~our~~changes, ~~owned~~technology orvulnerabilities, network-level disruptions, and shifts in market sentiment. A significant decline in BTC token prices could reduce the carrying value of the Company’s digital-~~licensed~~asset ~~intellectual~~holdings ~~property~~and ~~rights;~~collateral base, potentially resulting in impairment charges or the need to post additional collateral under certain custodial or trading arrangements.

●In itconnection iswith ~~possible~~the ~~that~~Treasury ~~our~~Strategy, ~~pending~~the ~~patent~~Company ~~applications~~transfers orBitcoin ~~those~~to ~~that~~Blockchain.com we(BVI) ~~may~~II ~~own~~Limited oras collateral pursuant to the Credit Support Annex to the ISDA Master Agreement, in amounts determined by reference to the mark-~~license~~to-market inexposure under the ~~future~~outstanding ~~will~~derivative ~~not~~and ~~lead~~hedging transactions. While such collateral is posted, the Company's ability to ~~issuance~~recover the transferred Bitcoin is contractually limited to Blockchain.com's performance of ~~patents;~~its return obligations under the Credit Support Annex. As a result, the Company bears counterparty credit exposure to Blockchain.com for the value of Bitcoin transferred as collateral. Any default, insolvency or operational failure by Blockchain.com could adversely affect the Company's ability to recover such assets, which could materially impair the Company's liquidity position and its ability to fund its ongoing operating expenses and obligations.

●Although ~~patents~~management ~~that~~has weimplemented ~~own~~procedures orto ~~have~~monitor incounterparty, custody, and market-~~licensed~~price ~~may~~risk, there can be ~~held~~no ~~invalid~~assurance orthat ~~unenforceable,~~such ~~including~~measures aswill aprevent ~~result~~losses ofor ~~legal~~liquidity ~~challenges~~constraints byarising ~~our~~from future market volatility or ~~our~~regulatory ~~licensors’~~developments ~~competitors;~~affecting digital-asset markets.

●Sales ~~our~~of ~~competitors~~substantial ~~might~~amounts ~~conduct~~of ~~research~~our ~~and~~Ordinary ~~development~~Shares ~~activities~~ in ~~countries~~the ~~where~~public wemarket, door ~~not have patent rights and then use~~ the ~~information~~perception ~~learned~~that ~~from~~these ~~such~~sales ~~activities~~may tooccur, ~~develop~~could ~~competitive~~cause ~~products~~the ormarket ~~processes~~price ~~for~~of ~~sale in~~ our ~~major~~Ordinary ~~commercial~~Shares ~~markets;~~to decline.

●Sales weof substantial amounts of our Ordinary Shares in the public market, or the perception that these sales may ~~not~~occur, ~~develop~~could cause the market price of our Ordinary Shares to decline. This could also impair our ability to raise additional ~~trade~~capital ~~secrets~~through orthe ~~proprietary~~sale ~~know~~of our equity securities. At the January 2024 EGM, shareholders approved a reverse share split of the Ordinary Shares and the High Voting Shares. On December 23, 2024, the Company amended its articles of association to implement the Reverse Share Split at a ratio of 1-~~how~~for-75 (the “Reverse Split Ratio”), resulting in every 75 Ordinary Shares issued and outstanding immediately prior to the Reverse Share Split being converted into one Ordinary Shares and every 75 High Voting Shares issued and outstanding immediately prior to the Reverse Share Split being converted into one High Voting Share. In connection therewith, our authorized share capital was reduced from 320,000,000 Ordinary Shares, with a nominal value of €0.06 each, to 4,300,000 Ordinary Shares, with a nominal value of €0.02 each, and from 4,000,000 High Voting Shares, with a nominal value of €1.50 each, to 53,400 High Voting Shares, with a nominal value of €0.50 each. In accordance with resolutions adopted and approved amendments to the Company’s articles of association at the January 2024 EGM our authorized capital was further changed to 120,000,000 Ordinary Shares, with a nominal value of €0.01 each, 40,000 High Voting Shares, with a nominal value of €0.25 each, and 1,401 Preferred Shares, with a nominal value of €300 each. Following clearance from FINRA, the Reverse Share Split took market effect on January 6, 2025. At the Company’s extraordinary meeting of shareholders on November 7, 2024 (the “November 2024 EGM”), the shareholders approved a proposal to increase (in one or a series of amendments) our authorized share capital in order to cover the increase of our authorized share capital under an authority of the management board to issue Ordinary Shares or grant rights to subscribe for Ordinary Shares. Further, pursuant to the approved and completed Debt Conversion, Yorkville received 1,401 Preferred Shares that isare ~~patentable;~~convertible into Ordinary Shares. The conversion of such Preferred Shares as well as the issuance of any additional Ordinary Shares will cause substantial dilution to our then existing shareholders. We cannot predict the size of future issuances of our Ordinary Shares, or the effect, if any, that future issuances and sales of shares would have on the market price of our Ordinary Shares.

● the patents of others may have an adverse effect on our business and/or our technology may infringe existing third party patents, leading to either loss of freedom to operate or the need to pay license fees;42

●Following wethe ~~may~~listing ~~choose~~of ~~not~~our toOrdinary ~~file~~Shares aon ~~patent~~the Nasdaq Capital Market in ~~order~~September 2025, we may not be able to ~~maintain~~meet ~~certain~~the ~~trade~~continuing ~~secrets~~listing orrequirements ~~proprietary~~of ~~know-how,~~the ~~and~~Nasdaq aCapital ~~third~~Market ~~party~~and therefore may ~~subsequently~~not ~~file~~be aable ~~patent~~to ~~covering~~have ~~such~~our ~~trade~~Ordinary ~~secrets~~Shares traded on Nasdaq or ~~proprietary~~other ~~know-how;~~national ~~and~~stock exchange in the future.

●Our aOrdinary ~~third~~Shares ~~party~~have been listed on the Nasdaq Capital Market since September 2025. To maintain this listing, we must continue to satisfy Nasdaq’s ongoing listing standards, including requirements relating to, among other things, minimum bid price, market value of publicly held shares, market value of listed securities, shareholders’ equity, corporate governance, and timely filing of periodic reports with the SEC, as well as other qualitative and quantitative criteria. Our ability to meet these continued listing requirements may ~~infringe~~be adversely affected by factors outside of our ~~patents~~control, ~~resulting~~including declines in our share price, volatility in the ~~need~~trading market for ~~legal~~our ~~action~~Ordinary Shares, ~~including~~reduced ~~potential~~investor ~~litigation~~demand, toadverse ~~protect~~developments in our ~~patents~~business, financial condition, results of operations, liquidity, or prospects, and ~~there~~broader ~~can~~market beconditions. noIn ~~guarantees~~addition, ~~that~~actions we ~~would~~may betake ~~successful~~to inpreserve ~~such~~liquidity, ~~legal~~pursue ~~actions~~financings inor ~~all~~strategic ~~jurisdictions~~alternatives, or restructure operations could negatively affect our ability to satisfy one or more Nasdaq continued listing standards.

~~Should~~Our ~~any~~Ordinary ofShares ~~these~~were ~~events~~delisted ~~occur~~from the Nasdaq Global Market effective February 25, ~~they~~2024, ~~could~~which has had, and may continue to have, a material adverse effect on our business and the trading and price of our Ordinary Shares. Any future failure to meet Nasdaq’s continued listing requirements could again materially and adversely affect the liquidity, ~~financial~~trading ~~condition~~volume, ~~results~~and market price of ~~operations~~our Ordinary Shares and ~~reputation~~could impair our ability to access the capital markets.

If we fail to satisfy Nasdaq’s continued listing requirements, Nasdaq may issue a deficiency notice and we may be afforded a period of time to regain compliance. We may not be ~~subject~~able to ~~various~~regain ~~privacy~~compliance ~~laws~~within any applicable cure period or at all. While we may consider available compliance measures, ~~the~~including ~~violation~~seeking ofstockholder ~~which~~approval ~~could~~for ~~result~~corporate actions such as a reverse share split, there can be no assurance that any such measures would be successful, would be implemented in ~~substantial~~time, ~~fines~~or ~~and~~would ~~other~~enable ~~negative~~us ~~consequences~~to maintain our listing on the Nasdaq Capital Market.

WeIf ~~collect~~our ordinary shares are delisted from Nasdaq, ~~store~~our securities could be traded on an over-the-counter market (if at all), which would likely result in reduced liquidity, increased price volatility, and ~~process~~a ~~data~~decline in the ~~course~~market price of our ~~business~~ordinary ~~operations,~~shares. ~~which~~A ~~may~~delisting ~~subject~~could usalso adversely affect our ability to ~~various~~raise ~~data~~additional ~~protection~~financing ~~and~~on ~~privacy~~acceptable ~~laws.~~terms ~~The~~or ~~regulatory~~at ~~framework~~all, increase our cost of capital, limit our ability to use equity as consideration for ~~data~~strategic ~~protection~~transactions or compensation, ~~privacy~~and increase transaction costs and ~~security~~administrative ~~issues~~burdens. ~~worldwide~~Further, isa ~~rapidly~~delisting ~~evolving~~could ~~and~~adversely isaffect ~~likely~~investor toconfidence, ~~remain~~the ~~uncertain~~market ~~for~~perception of our Company, and the ~~foreseeable~~value ~~future~~of an investment in our Ordinary Shares.

The data and information we collect and manage in conducting our business may subject us to legislative and regulatory burdens and requirements in the EEA and the United States of America that could require notification of data breaches, restrict our use of such information and hinder our ability to acquire new customers or market to existing customers. We have not yet implemented a comprehensive set of internal- or external-facing written data protection and privacy policies, procedures and rules. Non-compliance or a major breach of our network security and systems could have serious negative consequences for our business and future prospects, including possible fines, penalties and damages, reduced customer demand for our products and harm to our reputation and brand. For instance, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the General Data Protection Regulation, “GDPR”) imposes strict limitations on the processing of personal data. The GDPR and other data privacy laws regulate when and how personal data may be collected, for which purposes it may be processed, for how long such data may be stored and to whom and how it may be transferred. The GDPR contains strict requirements for obtaining the consent of data subjects (i.e., the persons to whom personal data relates) to the use and processing of their personal data and also requires the implementation of appropriate technical and organizational measures, depending on the nature of the processing activities, and imposes certain documentation obligations relating to data processing activities. The GDPR also imposes various obligations in the context of processing of data, including, among others, far-reaching transparency, data minimization, storage limitations, privacy by design and privacy by default obligations, data security, integrity and confidentiality obligations. In addition, it may require data protection impact assessments where the data processing is likely to result in a high risk to the rights and freedoms of individuals. In case of a violation of the provisions of the GDPR, we could be subject to fines of up to €20,000,000 or up to 4% of our total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties. We may also be liable should any individual who has suffered financial or non-financial damage arising from our infringement of the GDPR exercise their right to receive compensation against us. Furthermore, adverse publicity relating to our failure to comply with the GDPR could cause a loss of goodwill, which could have an adverse effect on our reputation, brand, business and financial condition. In addition, local authorities may construe new regulations in a way that is even more restrictive and there is no guarantee that we will be able to comply with such restrictive approaches.43

46 The market price of our Ordinary Shares could fluctuate significantly, which could result in substantial losses for purchasers of our Ordinary Shares.

~~There~~The isstock amarket ~~risk~~in ~~that~~general ~~personal~~and ~~data~~the ~~that~~market wefor ~~process~~smaller ~~could~~technology ~~become~~companies ~~public if there were a security breach~~ in ~~respect~~particular ofhave ~~such~~experienced ~~data~~extreme ~~and,~~volatility ifthat ~~such~~has ~~security~~often ~~breach~~been ~~were~~unrelated to ~~occur, we could face liability under data protection laws, including~~ the ~~GDPR,~~operating ~~and~~performance ~~lose the goodwill~~ of ~~our~~particular ~~customers,~~companies. ~~which~~As ~~may have~~ a ~~material~~result ~~adverse~~of ~~effect~~this ~~on our reputation~~volatility, ~~brand,~~you ~~business~~may ~~and~~lose ~~financial~~some ~~condition.~~or ~~Any~~all ~~risk~~ of ~~liability~~your ~~under~~investment. ~~data~~The ~~protection~~market ~~laws,~~price ~~including the GDPR, is more pronounced against the background~~ of our ~~mass~~Ordinary ~~terminations~~Shares ofis ~~employees~~affected ~~that~~by wethe ~~implemented~~supply inand ~~connection~~demand

Filing Compare · Sono Group N.V.