Sono Group N.V. (NASDAQ: SSM) has approximately 1.04 million freely tradeable ordinary shares against a pending supply pipeline of roughly 43.6 million shares — a ratio of about 42 to 1. That disparity, all of it documented in SEC filings through August 2026, is what drives a dilution risk grade of 9 out of 10.
The company, a former EV and solar manufacturer that pivoted to a digital-asset treasury model, has 1,424,834 ordinary shares outstanding and 120 million authorized. After subtracting the 230,751-share control block held by SVSE LLC (the CEO's entity) and a 153,326-share trustee block held by Bambino 255 V V UG, the reconstructed public float — the portion of shares available to ordinary market participants — sits at roughly 1,040,581.
Where the overhang lives
The dominant instrument is a class of 1,401 preferred shares held entirely by YA II PN, Ltd. (Yorkville Advisors), a Cayman Islands–based convertible lender. Each preferred share carries a nominal conversion ceiling of 30,000 ordinary shares, totaling 42,030,000 — roughly 29 times total shares outstanding. The conversion price floats at 85% of the lowest daily VWAP — meaning the volume-weighted average price — over the ten trading days before conversion, with a floor that stepped down to $1.00 in early 2026. The only mechanical brake is a 4.99% beneficial-ownership blocker that limits how many shares Yorkville can hold at any one time. That blocker is waivable on 65 days' notice.
Layered on top sit four secured convertible debentures — debt instruments that can be exchanged for equity — totaling $5.05 million in principal plus $189,000 in accrued interest. These convert at 85% of the lowest seven-day VWAP, with floor prices ranging from $1.28 to $1.45. At prevailing market levels, those debentures would produce roughly 1.25 million new shares — more than the entire current float.
Then there is a pre-funded warrant — a warrant with nearly all of the exercise cost paid upfront — for 283,367 ordinary shares at $0.01, exercisable immediately with no expiration. That single instrument equals 27% of the tradeable float and sits outside every quoted float figure.
What has actually happened
Nothing. XBRL filings confirm zero new ordinary shares were issued between May 15 and August 1, 2026. Twelve-month realized dilution is 0.05%. Yorkville has filed no conversion notice on either the preferred or the debentures. The entire 43.6-million-share overhang remains theoretical.
The gap between potential and realized dilution is the structural story. Every dollar of external financing since 2022 has come from Yorkville through variable-rate, discount-to-VWAP instruments — a pattern documented across more than a dozen sequential transactions and ten omnibus amendments. A $100 million Form S-3 shelf registration — a pre-filed authorization to issue securities — went effective in August 2026, representing roughly 15 times the company's ordinary-share market capitalization. No at-market offering program, or ATM — a facility allowing continuous share sales into the open market — has been disclosed against that shelf yet.
With $166,000 in cash at June 30, 2026 and a quarterly cash burn near $2 million, the cadence of monthly Yorkville debentures issued from January through April 2026 suggests another financing event is structurally imminent. Every prior round has used the same variable-rate architecture now sitting, unconverted, above the float.
The first conversion notice filed on any of these instruments would mark the transition from latent overhang to active share issuance — and the 4.99% blocker governs only the pace per tranche, not the 42-million-share aggregate ceiling.