Sono Group N.V. Reports First Full Quarter as Bitcoin Treasury Company

Sono Group N.V., a digital asset treasury company, reported its third-quarter 2026 financial results on November 10, 2026, marking a significant shift following the sale of its legacy solar business. The company, which now focuses solely on holding Bitcoin and generating income through a covered-call framework with Blockchain.com, swung to a net income of $0.6 million in the third quarter, compared to a net loss of $1.4 million in the same period of 2025.

For the quarter, Sono's income from operations was $0.1 million, up from an operating loss of $0.8 million in the previous year. Basic and diluted net income per share were $0.32 and $0.00, respectively, reflecting the dilutive effect of the company’s outstanding preferred shares and convertible debentures. For the first nine months of 2026, Sono reported a net loss of $5.1 million, a stark contrast to the net income of $7.4 million in the prior-year period, which included a $12.4 million fair-value gain on predecessor convertible notes.

The company’s digital asset treasury income for the quarter was $0.7 million, comprising a $1.5 million fair-value gain on Bitcoin holdings and $0.2 million of covered-call option income, net, partially offset by $1.0 million of losses on written covered calls exercised in the money and settled by delivery of Bitcoin. At the end of September 30, 2026, Sono held 53.40 Bitcoin with a fair value of $4.4 million, all pledged as collateral to Blockchain.com to secure written covered call options.

Other income and expense highlights include a non-cash gain of $1.1 million from the remeasurement of embedded conversion derivative liabilities associated with the company’s convertible debentures, offset by $0.6 million of interest expense on the convertible debentures, including non-cash amortization of debt discount.

General and administrative expenses declined by 24% to $0.6 million from $0.8 million in the third quarter of 2025. Following the sale of Sono Motors GmbH on May 4, 2026, there was no loss from discontinued operations in the quarter, compared to $1.1 million in the same period of 2025.

Sono Group N.V. is proposing a redomiciliation to Delaware, which will go to a shareholder vote in December 2026. On October 16, 2026, the U.S. Securities and Exchange Commission (SEC) declared effective the amended registration statement on Form S-4 relating to the proposed change of the company’s legal seat from the Netherlands, via Luxembourg, to the State of Delaware. The management board and supervisory board believe the redomiciliation would simplify Sono’s corporate structure and reporting, reduce the cost and complexity of maintaining a non-U.S. parent company, align its corporate domicile with the U.S. base of its board members and most of its executive leadership, and bring the company under Delaware’s well-established corporate governance framework.

Additionally, Sono and Sports One announced a non-binding letter of intent for a proposed business combination. Under the letter of intent, Sports One’s existing equityholders would own a super-majority of the combined public company, which is expected to be renamed “Sports One.” Sports One was formed in 2026 to operate a sports intelligence business and intends to acquire and hold minority interests in professional sports teams, with a primary focus on the NBA, NFL, MLB, and NHL franchises, subject to applicable league and team approvals.

As of the date of this release, the parties have not entered into a definitive agreement, and there can be no assurance that they will do so or that the proposed business combination will be completed on the terms or within the timeframe currently contemplated, or at all. Completion of the proposed business combination with Sports One is subject to, among other things, the negotiation and execution of definitive documentation, any required regulatory review, the receipt of shareholder approval, and the completion of the redomiciliation transaction.