In 2023 Sono Group cancelled its solar car and let most of its workforce go. Three years later, it is proposing to hand its Nasdaq listing to a newly formed sports company that does not yet hold a single franchise interest. On August 31, Sono signed a non-binding letter of intent to combine with Sports One, according to an 8-K filed with the SEC that day.
The terms matter for anyone holding Sono shares now. Sports One's existing holders would own a super-majority of the surviving public company, leaving Sono's current shareholders with the remainder. If the deal closes, the combined company would be renamed Sports One, the parties said in a joint press release on August 31.
Sports One describes itself, in that press release, as an AI-driven business that scores individual athletes' commercial value for sponsors, teams and brands, and says it intends to acquire and hold minority interests in NBA, NFL, MLB and NHL franchises. It is, by the filing's own description, recently formed. No franchise names appear in the filing, no acquisition prices are given, and no funding source for the planned purchases is disclosed. What Sono shareholders would be exchanging their majority position for is, so far, a stated intention.
On the same day as the letter of intent, Sono sold 283,500 ordinary shares to private purchasers at the prior day's closing bid price — a stake limited to 19.9% of shares outstanding under Nasdaq rules, the 8-K says. Proceeds go to working capital. The purchasers agreed to a 180-day lock-up on those shares.
There is a separate arrangement involving Sono's preferred shares. YA II PN, Ltd., which holds all of the company's preferred stock, has granted Sports One affiliates a call option on approximately half of those shares — 700 preferred shares in total. The option can be exercised within 15 calendar days of the deal closing. Until it expires, those 700 shares cannot be converted into ordinary shares or sold.
Shares closed 77.43% higher at $4.7550 after the announcement, on dollar volume of about $145 million. The free float is about 1 million shares.
The deal still requires a definitive agreement, shareholder approval and regulatory review. Sports One has not committed to buying any specific franchise at any stated price, and no timeline for any of those steps was given.