December 15, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, DC 20549-3628
Attention: Gregory Herbers
Re: Sono Group N.V. – Request for Acceleration
Registration Statement on Form F-3
File No. 333-268709
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), B. Riley Securities, Inc., Berenberg Capital Markets LLC, and Cantor Fitzgerald & Co. (collectively, the “Agents”) in connection with the offering pursuant to Rule 415 under the Securities Act described in the ATM Prospectus (the “ATM Prospectus”) forming a part of the Registration Statement on Form S-3 (File No. 333- 268709) (the “Registration Statement”), of Sono Group N.V. (the “Company), hereby join the request of the Company for the acceleration of the effective date of the Registration Statement, so that the Registration Statement may become effective at 5:00 p.m. Eastern Standard Time on Monday, December 19, 2022, or as soon thereafter as practicable.
The Corporate Financing Department (the “Department”) of the Financial Industry Regulatory Authority (“FINRA”) understands that the Agents may participate in the distribution of an offering pursuant to Rule 415 under the Securities Act under the Registration Statement, and the Department has confirmed to the Company and the Agents in writing that it raises no objections with respect to the fairness and reasonableness of the proposed compensation terms and arrangements.
The Agents hereby authorize Clemens Rechberger of Sullivan & Cromwell LLP, attorney for the Company, to orally modify or withdraw this request for acceleration. The Agents request that it be notified of such effectiveness by a telephone call to Mr. Rechberger at +49 (69) 4272-5514.
[signature page follows]
Thank you for your assistance in this matter.
B. RILEY SECURITIES, INC. | ||
By: | /s/ Patrice McNicoll | |
Name: | Patrice McNicoll | |
Title: | Co-Head of Investment Banking |
BERENBERG CAPITAL MARKETS LLC | ||
By: | /s/ Zachary Brantly | |
Name: | Zachary Brantly | |
Title: | Head of US Investment Banking | |
By: | /s/ Matthew G. Rosenblatt | |
Name: | Matthew G. Rosenblatt | |
Title: | CCO, Ops. Principal |
CANTOR FITZGERALD & CO. | ||
By: | /s/ Sage Kelly | |
Name: | Sage Kelly | |
Title: | Global Head of Investment Banking |
cc: Laurin Hahn
Jona Christians
Torsten Kiedel
Thomas Hausch
Markus Volmer
(Sono Group N.V.)
Clemens Rechberger
(Sullivan & Cromwell LLP)