Sono Group N.V. pro forma condensed consolidated Balance Sheet and Statement of Income as of and for the six months ended June 30, 2025 (Form 8-K)

Sono Group N.V. pro forma condensed consolidated Balance Sheet

and Statement of Income as of and for the six months ended

June 30, 2025

TABLE OF CONTENTS

Proforma Condensed Consolidated Statements of Income (Loss)

Proforma Preliminary Condensed Consolidated Balance Sheets

As part of its strategic financial restructuring, Sono Group N.V. has entered into a Securities Purchase Agreement with Yorkville to issue a new secured convertible debenture with a principal amount of $5.0 million, subject to Nasdaq approving the Company's requested uplisting to Nasdaq Capital Markets. Yorkville had advanced $3.25 million (2.7M Euros) of the $5.0 million as of 6/30/25, with $1.75 million (1.495M Euros) still subject to Nasdaq Approval. The cash section reflects 1.495M Euros left as the company has received $3.25M as advances through Q2 2025, which is already reflected in the 6/30/25 balance sheet, plus 85K Euros from private equity sales completed in August for a total cash increase of 1.58M Euros. As a final adjustment to net equity, Yorkville will add an additional $2.2M (1.85M Euros) of secured convertible debenture subject to Nasdaq approving the Company's requested uplisting to Nasdaq Capital Markets.

Sono Group N.V. signed an Exchange Agreement with Yorkville to convert the newly issued debenture, along with all other existing outstanding convertible debentures, into preferred equity. The total debt being exchanged amounts to approximately €39.66 million, including the €32.7 million of previously issued convertible debentures and the $7.2 million new debentures. Under the agreement, this notes payable will be converted into 1,242 newly issued preferred shares, plus an additional 73 preferred shares for a total of 1,315 preferred shares each with a nominal value of €300. These shares are convertible into 30,000 ordinary shares post-implementation of the reverse stock split.

The income from changes in fair value of convertible notes payable carried at Fair value of 20.97M Euros is reversed as part of the exchange agreement when the actual value of the total convertible notes payable plus accrued interest is all converted to preferred equity.

Change in subscribed capital is due to reverse split of 75 to 1 along with change in nominal value of ordinary and high voting shares.

Net Equity of 4.115M Euros is converted to $4.815M at an exchange rate as of 6/30/25 of 1.17 from Euros to US dollars, exceeding the needed $4M required minimum net equity.