Sono Group N.V.

Sono Group N.V. (“Sono N.V.”) is a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands. The Company is registered in the business register at the Netherlands Chamber of Commerce (trade register number: 80683568).

In November 2021, the Company completed its initial public offering, and its ordinary shares commenced trading on The Nasdaq Global Market on November 17, 2021 under the ticker symbol “SEV”. On February 15, 2024, Nasdaq filed a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission (the “SEC”) to complete the delisting of the Company’s ordinary shares from Nasdaq. On July 2, 2024, the quoting of the Company’s ordinary shares commenced on OTCQB under the ticker symbol “SEVCF”. On September 4, 2025, the Company received approval to list its ordinary shares on Nasdaq, and the ordinary shares commenced trading on the Nasdaq Capital Market under the ticker symbol “SSM” on September 5, 2025.

The business address of Sono N.V. as of the date of this Quarterly Report is 4965 Trinidad Drive, Land O’ Lakes, FL 34639, United States of America. Prior to the May 4, 2026 sale of Sono Motors GmbH, Sono N.V.’s wholly-owned subsidiaries were (i) Sono Motors GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) (“Sono Motors GmbH”), registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich, Germany, under HRB 224131, with registered headquarters at Waldmeisterstraße 93, 80935 Munich, Germany, and (ii) Sono Group S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, which was funded with $14,067.60 (€12,000) for purposes of providing share capital and had no operations during the nine months ended September 30, 2026. On May 4, 2026, Sono N.V. sold Sono Motors GmbH pursuant to a Share Purchase and Transfer Agreement, dated May 4, 2026 (the “SPA”), as a result of which Sono N.V. ceased to be the ultimate parent of Sono Motors GmbH on May 4, 2026. Hereinafter, unless otherwise indicated or the context otherwise requires, the terms “Sono Group”, “Sono”, “the Company”, “we”, “our”, “us” or similar terms, refer to Sono N.V. together with its consolidated subsidiaries for the periods presented.

Sono Group historically intended to develop and manufacture electric vehicles with integrated solar panels (the “Sion passenger car program”) and to license its solar technology to other Original Equipment Manufacturers (“OEMs”). On February 24, 2023, the Company announced the decision to terminate the Sion passenger car program and to pivot the business model to exclusively retrofitting and integrating Sono Group’s solar technology onto third party vehicles due to lack of available funding. As a consequence, management determined to apply for the opening of self-administration proceedings with respect to Sono N.V. and Sono Motors GmbH (the “Self-Administration Proceedings”) on May 15, 2023. Sono N.V. withdrew its application for Preliminary Self-Administration Proceedings on January 31, 2024, and Sono Motors GmbH exited its Self-Administration Proceedings on February 29, 2024. The Company reconsolidated Sono Motors GmbH effective March 1, 2024 following its exit from the Self-Administration Proceedings.

On March 14, 2026, the Company’s supervisory board resolved to terminate all current and future funding commitments to Sono Motors GmbH and to exit the legacy solar operations conducted through Sono Motors GmbH, with immediate effect. On the same date, the Company’s management board, with the approval of the supervisory board, adopted a digital asset treasury strategy (the “Treasury Strategy”). Under the Treasury Strategy, the principal holding in the Company’s treasury reserve on its balance sheet is allocated to digital assets, principally Bitcoin(“Bitcoin” or “BTC”), by applying a covered-call yield strategy. In connection with the Treasury Strategy, on March 10, 2026, the Company entered into a 2002 ISDA Master Agreement, a related Schedule and a Credit Support Annex with Blockchain.com (BVI) II Limited (“Blockchain.com”), facilitating the Company to enter into derivative and/or hedging transactions to manage the risk associated with the Treasury Strategy.

On August 31, 2026, the Company and Sports One announced that they had entered into a non-binding letter of intent (the “Letter of Intent”) for a proposed business combination. Under the terms of the Letter of Intent, the Company and Sports One intend to enter into a definitive agreement pursuant to which the Company and Sports One would combine, with the former equityholders of both entities holding equity in the combined public company listed on a national stock exchange and with Sports One’s existing equityholders owning a super-majority of the equity in the combined company, which is expected to be renamed “Sports One.” The final terms of the definitive agreement are subject to the completion of due diligence to the Company’s satisfaction. Completion of the proposed business combination is subject to the negotiation and execution of definitive documentation and the satisfaction of customary closing conditions set forth in the Letter of Intent, including the completion of any required regulatory review and the approval of the transaction by the Company’s shareholders. As of the date of this Quarterly Report, the Company and Sports One have not entered into a definitive agreement. The Letter of Intent is non-binding, except for limited customary provisions, and there can be no assurance that the parties will enter into a definitive agreement or that the proposed business combination will be completed on the terms or within the timeframe currently contemplated, or at all. Concurrently with the Letter of Intent, the Company entered into a share purchase agreement for the registered direct offering described in Note 12 (Shareholders’ Equity (Deficit)).

As of March 31, 2026, management concluded that Sono Motors GmbH met the criteria to be classified as held for sale and that the planned disposition (which was completed on May 4, 2026, as further described in Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale)) represents a strategic shift that has had, or will have, a major effect on the Company’s operations and financial results. Accordingly, the results of operations of Sono Motors GmbH have been presented as discontinued operations, and the related assets and liabilities have been presented as assets and liabilities of discontinued operations classified as held for sale, for all periods presented. On May 4, 2026, the Company sold and transferred 100% of the outstanding share capital of Sono Motors GmbH to third-party purchasers. See Note 3 (Liquidity and Going Concern Analysis), Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale), Note 5 (Digital Assets), Note 6 (Written Covered Bitcoin Call Options), and Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) for additional information.

These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

On a consolidated basis, the Company’s operations during the periods presented are comprised of the parent company, Sono N.V., and, through the May 4, 2026 sale and deconsolidation of Sono Motors GmbH, Sono Motors GmbH. All significant intercompany transactions and balances have been eliminated upon consolidation. Certain amounts in the prior period unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation, including the presentation of Sono Motors GmbH as a discontinued operation. In addition, effective January 1, 2026, the Company changed its reporting currency from the euro to the U.S. dollar, and all prior-period financial information presented in these unaudited condensed consolidated financial statements has been recast into U.S. dollars as if the U.S. dollar had been the Company’s reporting currency since the earliest period presented. See Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) for additional information regarding the change in reporting currency.

2. Basis of Presentation, Consolidation and Summary of Significant Accounting Policies

A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows:

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and the rules and regulations of the SEC applicable to interim financial information. Accordingly, they do not include all information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation, consisting of normal recurring adjustments and the non-recurring classification, reporting-currency, fair-value, discontinued-operations and financing-related adjustments described in these notes. Results for the three and nine months ended September 30, 2026 are not necessarily indicative of results for the full fiscal year.

Certain prior-period amounts have been reclassified to conform to the current-period presentation. These reclassifications did not affect total assets, total liabilities, shareholders’ equity, net income (loss) or net change in cash.

Reporting Currency and Functional Currency

Effective January 1, 2026, the Company changed its reporting currency from the euro to the U.S. dollar. Management made the change to better align the Company’s financial reporting with its U.S.-dollar denominated financing activities, U.S. capital-markets reporting environment, and the Treasury Strategy following the Company’s strategic transition. The Company has recast all prior-period financial information presented in these condensed consolidated financial statements into U.S. dollars as if the U.S. dollar had been the Company’s reporting currency since the earliest period presented. The change in reporting currency does not by itself change the underlying functional-currency determination for each distinct and separable operation.

Effective January 1, 2026, Sono Group N.V. determined that its functional currency is the U.S. dollar. Through the May 4, 2026 sale of Sono Motors GmbH, Sono Motors GmbH continued to have the euro as its functional currency. Assets and liabilities of euro-functional operations are translated into U.S. dollars at period-end exchange rates, and revenues, expenses, gains and losses are translated at transaction-date rates or appropriate weighted-average exchange rates. Translation effects are recognized as a component of accumulated other comprehensive income (loss) within shareholders’ equity.

Correction of Immaterial Errors in Previously Reported Interim Financial Information

In connection with the preparation of these unaudited condensed consolidated financial statements, the Company identified an error in the recast of certain prior-period financial information from euros to U.S. dollars. The balances at December 31, 2025 included the adjustment and are unchanged. The opening balances at December 31, 2024, and the 2025 quarterly balances that followed, as previously reported in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, did not include an adjustment of $9,086 thousand between accumulated deficit and accumulated other comprehensive income (loss). The Company has revised the opening balances at December 31, 2024 presented in the unaudited condensed consolidated statements of changes in shareholders’ equity (deficit) to include the adjustment, and the revision carries forward to the 2025 balances presented in those statements. The revision did not affect total shareholders’ equity (deficit) at any date, the balances at December 31, 2025, or net income (loss), comprehensive income (loss), net income (loss) per share or cash flows for any period presented. The Company evaluated the error under SEC Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that it was not material to any previously issued financial statements. The Company has revised the prior-period balances for consistency with the balances at December 31, 2025. The following table presents the balances as previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the revision and the balances as revised (USD in thousands):

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Significant estimates include going concern, held-for-sale and discontinued-operations classification and measurement, fair value measurements of digital assets and derivative liabilities, valuation of convertible notes and related debt discount, lease accounting assumptions, and income tax valuation allowances.

Digital Assets and Derivative Instruments

Digital assets consisting principally of Bitcoin are accounted for under ASC 350-60. The Company’s Bitcoin holdings are initially recognized at cost and subsequently measured at fair value in accordance with ASC 820, with changes in fair value recognized in net income each reporting period. Digital assets are presented as a separate line item in the condensed consolidated balance sheet. The Company does not present digital asset fair-value changes, realized digital asset gains or losses, written-call premiums, derivative settlements or related execution fees as revenue from contracts with customers because such activities do not arise from contracts with customers within the scope of ASC 606.

Written covered Bitcoin call options are accounted for as freestanding derivative liabilities under ASC 815 unless a specific scope exception applies. Premiums received are consideration for assuming a derivative obligation and are not recorded as revenue. Each written call is a derivative liability measured at fair value, which equals the premium received at inception; accordingly, premiums received and subsequent changes in the fair value of written calls are recognized together in digital asset treasury income (loss), net, and written calls open at each reporting date are carried at fair value, unless hedge accounting is formally designated and documented. The Company has not designated hedge accounting for the arrangements reflected in these condensed consolidated financial statements. The related economics are presented as digital asset treasury income or loss rather than revenue from contracts with customers.

Convertible Debt, Warrants and Fair Value Measurements

The Company accounts for convertible debentures by recognizing the debt host net of unamortized debt discount and separately recognizing embedded conversion features that require bifurcation as derivative liabilities. Embedded conversion derivative liabilities are measured at fair value at inception and at each reporting date, with changes in fair value recognized in earnings. Debt discount is amortized to interest expense over the expected term of the convertible debentures.

The Company classifies pre-funded warrants in additional paid-in capital when the instruments meet the applicable equity-classification criteria. Cash proceeds from convertible debentures and pre-funded warrants are presented as financing cash inflows in the statement of cash flows, and equity-classified pre-funded warrant amounts are presented within shareholders’ equity.

Fair value measurements are categorized within the fair value hierarchy based on the observability of inputs. Bitcoin is measured using the BTC-USD spot price observed at 08:00 UTC on the reporting date from the market in which the Company transacts through Blockchain.com and is classified within Level 1. Written covered Bitcoin call options are classified within Level 2 because they are measured at the mark provided by the counterparty, which is derived from observable Bitcoin options market data. Embedded conversion derivative liabilities are classified within Level 3 because valuation uses significant unobservable inputs, including expected volatility, the credit-adjusted discount rate and probability-weighted settlement assumptions.

The Company measures written covered Bitcoin call options at the mark provided by the counterparty, which is derived from observable Bitcoin options market data, including the Bitcoin spot price, strike price, remaining contractual term and implied volatility. The embedded conversion derivative liabilities are valued using a Monte Carlo simulation model, with key unobservable inputs including expected volatility derived from a peer group, the Company's estimated credit-adjusted discount rate (straight-debt yield) and probability-weighted settlement assumptions. The remaining contractual term and the Company's share price are observable inputs. Changes in these inputs could result in materially different fair value measurements.

Credit Risk and Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, digital assets, collateral arrangements and contractual rights arising from digital asset derivative activity. The Company maintains cash with financial institutions, holds Bitcoin and related rights through digital asset counterparties and custodial arrangements, and monitors counterparty and concentration risk; however, balances may exceed insured or protected limits and are subject to market, custody, liquidity and counterparty risks.

Leases

The Company accounts for leases under ASC 842, Leases. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Because the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement. Lease expense is recognized on a straight-line basis over the lease term. The Company determined its incremental borrowing rate at the commencement of the Munich lease on May 1, 2026 by reference to the rate at which the Company could borrow funds on a collateralized basis over a similar term and in a similar economic environment to the lease, taking into consideration the Company's credit profile, the EUR-denominated nature of the lease, the going concern conditions existing at the commencement date, and the terms of the Company's outstanding convertible debentures as a market reference point for the Company’s cost of borrowing. The Company has elected the short-term lease recognition exemption for leases with terms of twelve months or less. Through May 4, 2026, the Company’s lease balances, including right-of-use assets, related to Sono Motors GmbH and were included in discontinued operations and the disposal group classified as held for sale; effective May 1, 2026, the right-of-use asset and lease liability for the Munich lease were re-established within continuing operations.

Income Taxes

The Company accounts for income taxes using the asset and liability method under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax balances are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled or realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period in which the enactment date occurs. The Company establishes a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. As of September 30, 2026 and December 31, 2025, the Company maintains full valuation allowances against its deferred tax assets, reflecting the uncertainty regarding their realizability given the Company's history of cumulative losses and going concern conditions. The Company does not currently have any unrecognized tax benefits. See Note 11 (Income Taxes) for additional information.

Reporting Operating Segment

The Company operates as one operating and reportable segment. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM assesses performance and allocates resources based on consolidated net income (loss), as reported in the condensed consolidated statements of operations, and uses it to monitor results against plan in managing the Treasury Strategy and in deciding how to fund the Company’s operations. The significant segment expenses regularly provided to the CODM are the expenses presented in the condensed consolidated statements of operations, and there are no other segment items. Segment assets are total assets as presented in the condensed consolidated balance sheets.

Recently Adopted and Recently Issued Pronouncements

Effective January 1, 2025, the Company adopted ASU 2023-08, Intangibles, Goodwill and Other, Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The guidance requires in-scope crypto assets to be measured at fair value, with changes in fair value recognized in net income each reporting period and requires separate presentation and disclosure of crypto assets. The adoption did not have a material impact on the Company’s consolidated financial statements upon adoption because the Company did not hold material crypto assets at the adoption date. The guidance is applicable to the Company’s Bitcoin holdings acquired in connection with the Company’s digital asset treasury strategy (the “Treasury Strategy”).

In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The guidance requires additional note disclosures about specified categories of expenses included in certain expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the effect of the guidance on its disclosures.

The Company has evaluated other recently issued accounting pronouncements and does not expect them to have a material effect on its condensed consolidated financial statements or related disclosures.

3. Liquidity and Going Concern Analysis

The Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date these unaudited condensed consolidated financial statements are issued, in accordance with ASC 205-40. Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company’s obligations due within twelve months after the issuance date of these unaudited condensed consolidated financial statements.

As of September 30, 2026, the Company had cash of $467 thousand, an accumulated deficit of $338.5 million, $4,442 thousand of Bitcoin measured at fair value, $5,050 thousand of convertible debenture principal outstanding and $4,376 thousand of convertible notes payable, net, including bifurcated embedded conversion derivative liabilities. For the nine months ended September 30, 2026, the Company recognized a loss from continuing operations of $2,688 thousand and a net loss of $5,145 thousand. The Company has incurred recurring operating losses and historically negative cash flows from operations since inception, primarily attributable to Sono Motors GmbH. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the nine months ended September 30, 2026, management completed financing transactions and strategic actions related to the Company’s transition to the Treasury Strategy and its exit from legacy solar operations. The Company raised aggregate gross proceeds of approximately $7.1 million through the issuance of three secured convertible debentures to Yorkville on January 26, 2026, February 19, 2026 and March 10, 2026, respectively, in the aggregate principal amount of $4.35 million (the “Q1 2026 Debentures”), the issuance to Yorkville on March 10, 2026 of a pre-funded warrant for aggregate proceeds of $2.0 million, and the issuance to Yorkville on April 28, 2026 of an additional secured convertible debenture in the aggregate principal amount of $700 thousand (the “April 2026 Debenture”). On September 2, 2026, the Company completed a registered direct offering of 283,500 Ordinary Shares at a purchase price of $2.67 per share for gross proceeds of approximately $757 thousand, before offering expenses of approximately $200 thousand (the “Registered Direct Offering”). A substantial portion of these proceeds was used to implement the Treasury Strategy, including the acquisition of Bitcoin and the establishment of the Company’s institutional framework with Blockchain.com under the ISDA Master Agreement and the related Schedule and Credit Support Annex. During the three months ended September 30, 2026, the Company redeemed 6.31136656 BTC for cash proceeds of $400 thousand. Management also terminated all current and future funding commitments to Sono Motors GmbH and completed the Company’s exit from the legacy solar operations through the execution and consummation of the SPA pursuant to which Sono Motors GmbH was sold on May 4, 2026, as further described in Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale). These actions are relevant to management’s liquidity plans but did not alleviate substantial doubt about the Company’s ability to continue as a going concern.

Management considered the financing transactions, including the Registered Direct Offering, implementation of the Treasury Strategy and exit from legacy solar operations in its liquidity analysis. Although these actions may reduce certain cash outflows and provide additional potential liquidity sources, the Company continues to depend on monetization of digital asset holdings, performance of the Treasury Strategy and availability of external financing, and management did not conclude that substantial doubt was alleviated.

Management’s plans to address these conditions include obtaining additional financing through further issuances of debt and equity securities, including pursuant to the Company’s effective shelf registration statement, sales of a portion of the Company’s Bitcoin holdings, and premium income generated from writing covered call options pursuant to the Treasury Strategy. The Company’s Bitcoin holdings, consisting of 53.40286810 BTC with a fair value of $4,442 thousand at September 30, 2026, serve as collateral for outstanding written covered call options, which are written on a weekly basis, and are available for sale upon expiration of the applicable options. There can be no assurance that additional financing will be available in amounts or on terms acceptable to the Company, if at all, or that sales of digital assets, at then-prevailing prices, together with premium income, will be sufficient to fund the Company’s obligations as they become due. In addition, the Company expects to continue to incur professional fees and other transaction costs in connection with the proposed Redomiciliation Transaction described in Note 16 (Subsequent Events), the completion of which is not assured.

The Company’s ability to maintain adequate liquidity remains subject to significant uncertainties, including the price volatility and liquidity characteristics of digital assets, the terms and potential collateral requirements of transactions entered into in connection with the Treasury Strategy pursuant to the Credit Support Annex described in Note 5 (Digital Assets) and Note 6 (Written Covered Bitcoin Call Options), and the maturities of the convertible debentures issued during the nine months ended September 30, 2026, which mature between January and April 2027 and may require refinancing or conversion prior to or at maturity. Based upon this uncertainty, management has concluded that there is substantial doubt that the Company will continue as a going concern.

4. Discontinued Operations and Assets and Liabilities Held for Sale

On March 14, 2026, the Company’s supervisory board resolved to terminate all current and future funding commitments to Sono Motors GmbH and to exit the legacy solar operations conducted through Sono Motors GmbH with immediate effect. The Company was in negotiations to sell Sono Motors GmbH before March 31, 2026 and executed the SPA on May 4, 2026. Management concluded that Sono Motors GmbH met the criteria to be classified as held for sale as of March 31, 2026 and that the planned disposition (which was completed on May 4, 2026) represents a strategic shift that has had, or will have, a major effect on the Company’s operations and financial results.

Management’s held-for-sale conclusion was based on the approval of a plan to sell Sono Motors GmbH, management’s commitment to the plan, active negotiations with a buyer, the availability of the disposal group for immediate sale in its then-present condition subject only to customary closing conditions, the expectation that the sale would be completed within one year, and the determination that actions required to complete the plan indicated it was unlikely that significant changes would be made or that the plan would be withdrawn.

Management's analysis confirmed satisfaction of each of the six criteria required under ASC 360-10-45-9 for held-for-sale classification as of March 31, 2026: (i) management having the authority to approve the plan committed to a plan to sell the disposal group; (ii) the disposal group was available for immediate sale in its present condition; (iii) an active program to locate a buyer had been initiated; (iv) the sale was probable and expected to be completed within one year; (v) the disposal group was being actively marketed at a price reasonable in relation to its current fair value; and (vi) it was unlikely that significant changes to the plan would be made or that the plan would be withdrawn.

The disposal group was measured at the lower of carrying amount or fair value less cost to sell. Based on the planned sale and nominal consideration subsequently documented in the executed SPA, management recognized a $519 thousand loss on classification as held for sale within discontinued operations, net of tax, during the three months ended March 31, 2026. The shareholder loan receivable from Sono Motors GmbH and corresponding payable of Sono Motors GmbH were intra-entity balances and were eliminated in consolidation while Sono Motors GmbH remained consolidated; accordingly, the shareholder loan was not included as a separate consolidated held-for-sale asset or impairment charge.

The results of operations of Sono Motors GmbH have been presented as discontinued operations for all periods presented. The related assets and liabilities have been presented separately as held for sale in the unaudited condensed consolidated balance sheets. Parent-company public-company costs, SEC reporting costs, financing costs, digital-asset treasury costs and general holding-company overhead remain in continuing operations unless directly attributable to the discontinued component. The discontinued operation was reported within the Company’s single reportable segment.

As of December 31, 2025, certain lease-related amounts recorded by Sono N.V. related to lease arrangements associated with Sono Motors GmbH and the legacy solar business; because the right-of-use assets and related lease liabilities were attributable to the discontinued component, those amounts are included in discontinued operations and in the disposal group classified as held for sale. Following the May 4, 2026 sale of Sono Motors GmbH, the Company remained the lessee under the Munich lease, and the related right-of-use asset and lease liability were re-established within continuing operations effective May 1, 2026; see Note 10 (Leases).

The following table reconciles cash presented in the condensed consolidated balance sheets to total cash, including cash of discontinued operations classified as held for sale, presented in the condensed consolidated statements of cash flows (USD in thousands):

The condensed consolidated statements of cash flows present the cash flows of the Company, including the cash flows of Sono Motors GmbH through its deconsolidation on April 30, 2026, and the beginning and ending cash balances include cash of discontinued operations. The operating and investing cash flows of the discontinued operations are presented separately within those categories. Cash funding provided by the Company to Sono Motors GmbH was an intercompany transaction eliminated in consolidation and is not presented as a cash flow. For the nine months ended September 30, 2025, cash including cash of discontinued operations was $1,401 thousand as of December 31, 2024, including $1,301 thousand of Sono Motors GmbH, and $2,641 thousand as of September 30, 2025, including $56 thousand of Sono Motors GmbH.

Upon the May 4, 2026 sale of Sono Motors GmbH and loss of control of Sono Motors GmbH, the Company deconsolidated Sono Motors GmbH, measured as of April 30, 2026, and recognized a loss on deconsolidation of $1,101 thousand, presented within loss from discontinued operations, net of tax, in the condensed consolidated statements of operations. The loss includes the reclassification of $1,223 thousand of cumulative foreign currency translation adjustments attributable to Sono Motors GmbH from accumulated other comprehensive income (loss) to earnings upon the loss of control, together with the derecognition of the carrying amounts of the assets and liabilities of Sono Motors GmbH and the nominal consideration received under the Share Purchase and Transfer Agreement.

5. Digital Assets

During the nine months ended September 30, 2026, the Company acquired Bitcoin as part of the Treasury Strategy, and during the three months ended September 30, 2026, the Company redeemed a portion of its Bitcoin holdings for cash. The Company’s digital asset holdings consist of Bitcoin and are presented separately on the face of the unaudited condensed consolidated balance sheets. See Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies) for the Company’s accounting policies for crypto assets, written covered Bitcoin call options and digital asset treasury income (loss), net, and Note 7 (Fair Value Measurements) for the related fair value measurement disclosures.

The Company’s Bitcoin holdings expose the Company to concentration risk in a single digital asset and to market, custody, counterparty, regulatory, execution and liquidity risks. The fair value of Bitcoin may change materially over short periods, and changes in fair value are recognized in earnings each reporting period. Bitcoin holdings may also be affected by written-call option arrangements, collateral requirements, settlement mechanics and restrictions or practical limitations associated with custody or monetization.

BTC units in the table are rounded to the nearest hundredth for presentation. The unit rollforward and ending fair value are calculated using unrounded BTC units from the Company’s Bitcoin treasury valuation support; therefore, rounded displayed unit amounts may not recompute exactly. The option premium line represents the value of BTC premiums received on written covered calls. Covered-call option income, net of $320 thousand consists of these premiums and the changes in fair value of written calls open at each reporting date, including the September 30, 2026 written-call liability of $4 thousand.

The digital asset rollforward reflects activity through September 30, 2026. The September 30, 2026 balance of 53.40286810 BTC reflects the original 68.49313568 BTC collateral deposit, plus 6.41936765 BTC of cumulative premiums received on written covered Bitcoin calls, less 15.19826867 BTC delivered in settlement of calls exercised in the money and 6.31136656 BTC redeemed for cash proceeds of $400 thousand. The cost basis of the 53.40286810 BTC held at September 30, 2026 was $3,773 thousand, determined on a weighted-average cost basis, compared with a fair value of $4,442 thousand. At September 30, 2026, all 53.40286810 BTC held, with a fair value of $4,442 thousand, were pledged as collateral to Blockchain.com under the Credit Support Annex to secure the open written covered Bitcoin call option, which had a notional amount of 53.19 BTC and expired on October 2, 2026. Because each written call has a seven-day term, the pledge is short term, and the pledged Bitcoin is released and available for sale when the related call settles or expires, subject to collateral required for any newly written call.

6. Written Covered Bitcoin Call Options

The Company writes covered Bitcoin call options and receives option premiums. During the nine months ended September 30, 2026, the Company received 6.41936765 BTC of premiums on written covered Bitcoin call options and delivered 15.19826867 BTC in settlement of written calls that were exercised in the money. Written call options are derivative liabilities while outstanding. Premiums received are not revenue from contracts with customers. Because each premium equals the fair value of the written call at inception, premiums received and subsequent changes in the fair value of written calls are recognized together in covered-call option income, net, and written calls open at each reporting date are carried at fair value. Losses on calls exercised in the money are recognized when the calls are settled by delivery of Bitcoin. The written-call strategy may generate premium income but may also limit the Company’s participation in increases in Bitcoin prices and expose the Company to derivative valuation, collateral, counterparty, settlement and liquidity risks.

At September 30, 2026, the Company recognized a $4 thousand derivative liability for the open written covered Bitcoin call position. The liability was measured at fair value using the mark provided by the counterparty, Blockchain.com, at 08:00 UTC on September 30, 2026, rounded to the nearest thousand. The fair value of written-call liabilities may increase with increases in Bitcoin spot price, implied volatility or remaining contractual term.

7. Fair Value Measurements

The Company measures Bitcoin and derivative liabilities at fair value in accordance with ASC 820. For directly held Bitcoin, management identified the market in which the Company transacts through Blockchain.com as the principal market for the Company’s Bitcoin treasury transactions. Because Bitcoin trades continuously and does not have a single exchange closing time, the Company measures its period-end Bitcoin position using the BTC-USD spot price observed from that principal market at 08:00 UTC on the reporting date. For September 30, 2026, the spot price used was $83,184.39 per BTC. Bitcoin is classified as Level 1 because the valuation uses an observable quoted price in an active market. Written covered-call derivative liabilities are classified as Level 2 because they are measured at the mark provided by the counterparty, which is derived from observable Bitcoin options market data. Embedded conversion derivative liabilities are classified as Level 3 because valuation includes significant unobservable inputs. The Company had no assets or liabilities measured at fair value on a recurring basis at December 31, 2025. The fair value hierarchy and Level 3 rollforward below present the same September 30, 2026 embedded conversion derivative liability balance as the embedded conversion derivative liability included in convertible notes payable, net on the condensed consolidated balance sheet and in the convertible debt table in Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants).

8. Convertible Notes, Embedded Derivatives and Pre-Funded Warrants

During the nine months ended September 30, 2026, the Company issued four convertible debentures and one pre-funded warrant to YA II PN, Ltd. The following tables summarize the contractual terms and reconcile the related debt host, embedded conversion derivative liability and accrued interest payable to the balance sheet, statement of operations and statement of cash flows presentation.

The embedded conversion features were bifurcated and recognized as derivative liabilities measured at fair value. Changes in fair value are recognized in earnings. Debt discount is amortized to interest expense over the expected term of the convertible debentures. The balance sheet presents the convertible debt host, net of unamortized discount, together with the bifurcated embedded conversion derivative liabilities in a single caption, convertible notes payable, net. Accrued interest payable is presented separately because it represents separately accrued contractual coupon interest. Cash proceeds from convertible debentures and pre-funded warrants are presented as financing cash inflows, the pre-funded warrant APIC allocation is presented within shareholders’ equity, and the embedded conversion derivative liabilities and convertible debt host are presented in a single balance sheet caption, with the components disclosed in the table above.

9. Accounts Payable and Accrued Expenses

10. Leases

The Company accounts for leases under ASC 842, Leases. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Because the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement. Lease expense is recognized on a straight-line basis over the lease term. The Company has elected the short-term lease recognition exemption for leases with terms of twelve months or less. In addition, the Company elected the practical expedient to combine lease and non-lease components.

The Company’s lease balances relate to the office building lease located at Waldmeisterstraße 93, 80935 Munich, Germany, originally associated with Sono Motors GmbH and the legacy solar business. The lease commenced March 1, 2021 with a 122-month term ending April 30, 2031. Through May 4, 2026, the related right-of-use asset and lease obligations were included in assets and liabilities of discontinued operations classified as held for sale because the lease was associated with the discontinued component; lease cost and cash paid for lease liabilities for periods through May 31, 2026, including the May 2026 rent settled through Sono Motors GmbH, related to the discontinued component and are included in the discontinued operations amounts disclosed in Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale). Following the May 4, 2026 sale of Sono Motors GmbH, the Company remained the lessee under the lease, and the related right-of-use asset and lease liability were re-established within continuing operations effective May 1, 2026.

The lease is denominated in euros and provides for fixed monthly payments of EUR 13,954.25. The right-of-use asset and lease liability were re-established at EUR 549,522.12, translated at the April 30, 2026 spot rate of 1.1736, or $645 thousand, and the lease is measured in U.S. dollars from that date at a fixed monthly amount of $16,377 over the 60 months remaining in the lease term at that date, using a weighted-average discount rate of 18.0%. Occupancy charges for parking and waste disposal are not included in the measurement of the lease liability and are recognized as variable lease cost as incurred, together with differences between the fixed U.S. dollar amount and the U.S. dollar cost of the euro payment settled on the payment date. The lease has no renewal options that the Company is reasonably certain to exercise and no residual value guarantees. As of September 30, 2026, the operating lease right-of-use asset and operating lease liability were $610 thousand each.

In connection with the Share Purchase and Transfer Agreement described in Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale), the Company and the buyer agreed to use their best efforts to transfer the Munich lease to Sono Motors GmbH as lessee by no later than June 30, 2026, with a full release of the Company from further liability under the lease. The transfer was not completed as of September 30, 2026. See Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale) for the related disclosures.

Following the May 4, 2026 sale of Sono Motors GmbH, the Company no longer occupies the Munich premises. Management identified the vacancy as a triggering event and evaluated the operating lease right-of-use asset for impairment under ASC 360-10-35. Because the Company retains both the intent and the ability to obtain economic benefit from the leased premises, through a transfer of the lease, a successor lessee or a negotiated termination with the landlord, the right-of-use asset has not been abandoned, and the asset was evaluated under the held and used model. For purposes of the assessment, the right-of-use asset was evaluated as its own asset group because the cash flows expected from the premises are largely independent of the cash flows of the Company’s other assets. Management concluded that the carrying amount of the right-of-use asset was recoverable at September 30, 2026, and no impairment was recognized. The assessment requires significant judgment, including estimates of the amount and timing of the cash flows expected from a transfer, a successor lessee or a negotiated termination, and a change in those estimates could result in an impairment charge in a future period.

Components of Lease Cost

The components of lease cost recognized in continuing operations were as follows (USD in thousands):

Operating lease cost represents the fixed monthly lease cost of $16 thousand under the U.S. dollar lease schedule for each month recognized in continuing operations, comprising July, August and September 2026 for the three months ended September 30, 2026 and June through September 2026 for the nine months ended September 30, 2026; the May 2026 lease cost was settled through Sono Motors GmbH and is included in loss from discontinued operations, net of tax (Note 4). Variable lease cost represents the parking and waste-disposal occupancy charges and the settlement differences on the monthly payments. Short-term lease cost represents office space used under an arrangement with a term of twelve months or less. Total lease cost is recorded in general and administrative expenses.

Supplemental Cash Flow and Non-Cash Information

Supplemental cash flow and non-cash information related to the operating lease were as follows (USD in thousands):

Balance Sheet Classification

The following table presents the classification of the operating lease right-of-use asset and operating lease liability on the condensed consolidated balance sheet (USD in thousands):

The current portion of the operating lease liability represents the principal portion of the 12 monthly payments due within the twelve months following September 30, 2026.

Maturity Analysis of Operating Lease Liability

The following table presents the maturity analysis of the Company’s operating lease liability at September 30, 2026, and a reconciliation of the undiscounted lease payments to the present value of the lease payments recognized on the condensed consolidated balance sheet (USD in thousands):

The present value of lease payments of $610 thousand equals the operating lease liability recognized on the condensed consolidated balance sheet at September 30, 2026. Undiscounted lease payments comprise the 55 monthly payments of $16,377 remaining at September 30, 2026, payable through April 30, 2031.

Weighted-Average Lease Term and Discount Rate

The weighted-average discount rate of 18.0% reflects the Company's incremental borrowing rate at the May 2026 commencement date of the Munich lease, determined by reference to the Company's current cost of secured borrowing as evidenced by the terms of the convertible debentures issued during 2026, adjusted for the collateralized nature, EUR denomination, and term of the lease obligation, and taking into account the going concern conditions existing at the commencement date.

11. Income Taxes

The Company accounts for income taxes under the asset and liability method as described in Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies). The Company is subject to income taxation in the Netherlands and, for periods prior to the May 4, 2026 sale of Sono Motors GmbH, in Germany through its subsidiary. The Company recorded no income tax expense or benefit for the three and nine months ended September 30, 2026, or for the three and nine months ended September 30, 2025. The absence of income tax expense reflects the Company's full valuation allowance position against its net deferred tax assets. The Company continues to maintain full valuation allowances against deferred tax assets in all jurisdictions where realization is not more likely than not, reflecting the Company's history of cumulative losses and the uncertainty regarding future taxable income described in Note 3 (Liquidity and Going Concern Analysis). Income tax expense or benefit associated with discontinued operations was not material for the periods presented. The Company does not currently have material unrecognized tax benefits or significant uncertain tax positions.

12. Shareholders’Equity (Deficit)

During the nine months ended September 30, 2026, the Company recognized $1,420 thousand of additional paid-in capital related to pre-funded warrants. On September 2, 2026, the Company issued 283,500 Ordinary Shares in the Registered Direct Offering for gross proceeds of $757 thousand and recognized offering costs of $200 thousand as a reduction of additional paid-in capital. During the three months ended September 30, 2026, the Company issued 1,296,814 Ordinary Shares upon the conversion of 43.2255 Preferred Shares, and 16.4407 Preferred Shares were surrendered to the Company and are held in treasury. As of September 30, 2026,1,357.7745 Preferred Shares were issued, of which 1,341.3338 were outstanding. Under the Company’s articles of association, the number of authorized Preferred Shares decreases by the number of Preferred Shares converted, and the number of authorized Ordinary Shares increases by the number of Ordinary Shares issued, on each conversion of Preferred Shares into Ordinary Shares. As a result, authorized Preferred Shares decreased from 1,401 at December 31, 2025 to 1,357.7745 at September 30, 2026, and authorized Ordinary Shares increased from 120,000,000 to 121,296,814. Nominal values of the Company’s share capital are denominated in euros under Dutch corporate law.

The accumulated other comprehensive income (loss) column in the statement of shareholders’ equity reflects cumulative translation adjustments arising from the change in reporting-currency realignment and the translation of euro-functional operations, as described in Note 2 (Basis of Presentation, Consolidation and Summary of Significant Accounting Policies). Total shareholders’ equity in the statement of shareholders’ equity reconciles to total shareholders’ equity presented in the condensed consolidated balance sheet for each period presented.

13. Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average shares outstanding during the period. Basic weighted-average shares outstanding include the 283,367 Ordinary Shares issuable under the pre-funded warrant from its March 10, 2026 issuance date, because the warrant is fully paid and exercisable at any time for nominal consideration. Diluted net income (loss) per share gives effect to potentially dilutive securities when their effect is dilutive. For the three months ended September 30, 2026, the computation of diluted net income per share includes the dilutive effect of the Preferred Shares on an if-converted basis and the convertible debentures on an if-converted basis, and the numerator was adjusted to add back $559 thousand of interest expense on the convertible debentures and to remove the $1,079 thousand gain on the change in fair value of the embedded conversion derivatives, resulting in income of $127 thousand for purposes of the diluted computation. For the nine months ended September 30, 2026 and the three months ended September 30, 2025, potentially dilutive securities were excluded from the computation of diluted net income (loss) per share because the Company reported a net loss for those periods and their inclusion would have been anti-dilutive; diluted weighted-average shares outstanding therefore equal basic for those periods. For the nine months ended September 30, 2025, the computation of diluted net income (loss) per share includes the convertible notes carried at fair value on an if-converted basis, and the numerator was adjusted to remove the $12,434 thousand gain on the change in fair value of the notes, resulting in a loss from continuing operations of $1,227 thousand and a net loss of $5,011 thousand for purposes of the diluted computation. The notes are dilutive because their inclusion reduces income per share from continuing operations. Diluted net income (loss) per share for the nine months ended September 30, 2025 has been revised from the amounts originally reported in the Company’s Form 10-Q for the quarter ended September 30, 2025 (continuing operations of $1.22 per share and net income of $0.81 per share), which did not remove the fair value gain from the numerator.

14. Commitments and Contingencies

From time to time, the Company may be involved in claims and proceedings arising in the ordinary course of business. The Company records a liability for loss contingencies when a loss is probable and reasonably estimable. Management is not currently aware of any matter that it believes would have a material adverse effect on the Company’s condensed consolidated financial statements, except as otherwise disclosed in this Quarterly Report.

The Company’s commitments and contingencies include matters associated with the exit from Sono Motors GmbH, lease-related obligations included in the discontinued operations disposal group, public-company obligations, financing arrangements and the Treasury Strategy.

Exit from Sono Motors GmbH. Matters associated with the May 4, 2026 sale of Sono Motors GmbH, including residual obligations and indemnification matters arising under the sale and purchase agreement. See Note 4 (Discontinued Operations and Assets and Liabilities Held for Sale) for additional information.

Munich Lease Obligations. Subsequent to the May 4, 2026 sale of Sono Motors GmbH, the Company remains the lessee under the lease for the Munich premises formerly used by Sono Motors GmbH. In June 2026, preliminary insolvency proceedings were opened with respect to Sono Motors GmbH. As a result, the contemplated transfer of the Munich lease to the new owners of Sono Motors GmbH has not been completed, and the Company continues to be obligated under the lease, which has a remaining term through April 30, 2031 and aggregate undiscounted future payments of $901 thousand at September 30, 2026. The Company is monitoring the status of the insolvency proceedings and their potential impact on the Company's lease obligations. See Note 10 (Leases) for the maturity analysis of the Munich lease liability.

Public-Company Obligations. Matters associated with the Company's ongoing public-company reporting obligations, including obligations and costs related to the proposed Redomiciliation Transaction described in Note 16 (Subsequent Events).

Financing Arrangements. Matters associated with the Company's convertible debentures issued to Yorkville during 2026, including the debentures' maturity in 2027 and potential obligations upon conversion or at maturity. See Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) and Note 15 (Related Party Transactions) for additional information.

Treasury Strategy. Matters associated with the Company's Bitcoin collateral obligations under the ISDA Master Agreement and Credit Support Annex with Blockchain.com, and risks arising from written covered Bitcoin call options. See Note 2 (Basis of Presentation), Note 3 (Liquidity and Going Concern Analysis), Note 5 (Digital Assets) and Note 6 (Written Covered Bitcoin Call Options) for additional information*.*

15. Related Party Transactions

The Company evaluates relationships and transactions for related-party disclosure under applicable SEC and U.S. GAAP requirements. The Company considered its financing arrangements, preferred share arrangements, voting limitations, conversion rights, applicable beneficial-ownership limitations, including the 4.99% limitation, and other contractual arrangements with Yorkville in evaluating related-party disclosure. Based on this evaluation and consistent with the Company’s historical treatment of similar arrangements, management identified Yorkville as a related party on the basis that YA II PN, Ltd. held 1,330.0000 of the 1,341.3338 Preferred Shares outstanding at September 30, 2026 (approximately 99% of that class of the Company’s issued share capital), following its sale of 71 Preferred Shares to third parties during September 2026, and that Yorkville has maintained a long-standing and material financing relationship with the Company. See Note 8 (Convertible Notes, Embedded Derivatives and Pre-Funded Warrants) and Note 12 (Shareholders’ Equity) for additional information. No additional related-party transactions have been identified other than matters disclosed elsewhere in this Quarterly Report relating to financing, governance and the disposition of the legacy solar operations conducted through Sono Motors GmbH.

16. Subsequent Events

Proposed Redomiciliation Transaction

On July 14, 2026, the Company’s management board and supervisory board unanimously approved a proposal to change the legal seat of the Company from the Netherlands, via Luxembourg, to the State of Delaware, to be effected through two substantially concurrent transactions: (i) a cross-border merger of the Company with and into Sono Group S.à r.l., a wholly owned Luxembourg subsidiary of the Company to be transformed into a public limited company (société* anonyme*) prior to the merger (“Sono Luxembourg”), with Sono Luxembourg being the surviving entity and succeeding the Company as the SEC registrant (the “Merger”), and (ii) as soon as practicable thereafter, the conversion of Sono Luxembourg into a corporation organized under the laws of the State of Delaware under the name “Sono Group, Inc.” (collectively, the “Redomiciliation Transaction”). On July 15, 2026, Sono Luxembourg filed with the SEC a registration statement on Form S-4 (File No. 333-297478), as amended by Amendment No. 1 to the registration statement filed with the SEC on August 4, 2026, Amendment No. 2 to the registration statement filed with the SEC on September 11, 2026 and, subsequent to September 30, 2026, Amendment No. 3 to the registration statement filed with the SEC on October 8, 2026 and Amendment No. 4 to the registration statement filed with the SEC on October 14, 2026 (the “Registration Statement”), which includes a proxy statement/prospectus for the extraordinary general meeting of the Company’s shareholders (the “Special Meeting”). The Registration Statement was declared effective by the SEC on October 16, 2026, and the definitive proxy statement/prospectus relating thereto (the “Proxy Statement/Prospectus”) was filed with the SEC on October 16, 2026. The Special Meeting is scheduled to be held on December 11, 2026, at which the Company’s shareholders as of the close of business on November 13, 2026 (the record date for the Special Meeting) will be asked to approve, among other matters, the Redomiciliation Transaction and the implementation of the Merger in accordance with the terms of the cross-border merger proposal, dated October 5, 2026, between the Company and Sono Luxembourg. Completion of the Redomiciliation Transaction is subject to, among other things, the Registration Statement having been declared effective by the SEC, receipt of the requisite approval by the Company’s shareholders at the Special Meeting, submission of a notification form to the Nasdaq Capital Market, and the lapse of certain mandatory waiting periods and the fulfillment of statutory formalities under Dutch and Luxembourg law, and there can be no assurance as to whether or when the proposed Redomiciliation Transaction will be completed. The Redomiciliation Transaction is structured to preserve shareholders’ existing economic and voting interests in the Company, and, if completed, will change only the Company’s jurisdiction of incorporation and legal form and is expected to be accounted for as a reorganization of entities under common control, with no significant impact on the Company’s consolidated financial statements, other than professional fees and other transaction costs, which are expensed as incurred. For a description of the treatment of each class of the Company’s shares in the Redomiciliation Transaction, refer to the Proxy Statement/Prospectus. We expect that the Class A common stock of Sono Group, Inc. will continue to trade under the same symbol on the Nasdaq Capital Market following the Redomiciliation Transaction.

Conversions of Preferred Shares

Subsequent to September 30, 2026 and through October 27, 2026, the Company issued 1,090,014 Ordinary Shares upon the conversion of 36.3338 Preferred Shares. As of October 27, 2026, the Company had 4,095,162 Ordinary Shares and 40,000 High Voting Shares issued and outstanding and 1,305.0000 Preferred Shares outstanding, excluding Preferred Shares held by the Company.

Bitcoin

On October 16, 2026, the price of Bitcoin was $82,186.20 at 08:00 UTC, approximately 1.2% below the $83,184.39 used to measure Bitcoin at September 30, 2026. At that price, the 53.40286810 BTC held at September 30, 2026 would have had a fair value of $4,389 thousand, compared with $4,442 thousand at September 30, 2026.

Item 2. Management’**s Discussion and Analysis of Financial Condition and Results of Operations.