Aptera Motors proposes up to $250M securities offering
Cantor receives a 3.0% commission, and a public-float-based sales cap applies while Aptera’s float is below $75,000,000.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Aptera Motors Corp. filed a preliminary shelf registration under which it may offer securities from time to time for an aggregate offering price of up to $250,000,000, covering Class B common stock, preferred stock, warrants, debt securities, subscription rights and units. Within that amount, a separate at-the-market sales agreement permits sales of up to $19,000,000 in aggregate gross sales price of Class B common stock through Cantor Fitzgerald & Co.
The ATM amount is included in the shelf capacity. Cantor receives a 3.0% commission on each sale and is not required to sell a specific number or dollar amount. While public float is below $75,000,000, sales under the prospectus are limited to one-third of the aggregate market value of common stock held by non-affiliates in any 12-month period; that value was approximately $58.4 million as of September 28, 2026. Aptera intends to use net proceeds generally for working capital and general corporate purposes, subject to offering-specific terms. The company says it has not commenced production or generated revenue from product sales and is focused on completing development and validation and commencing production. Class B common stock is non-voting except as required by Delaware law.
Filing Explained
The shelf also includes preferred stock whose eventual board-set rights could rank ahead of common shares.
This preliminary registration cannot support sales until it becomes effective; if the ATM issues Class B shares, the larger share count would reduce existing holders’ percentage ownership.
Aptera reports no securities sales under the one-third-float limit during the prior 12 months.
Key Figures
Key Terms
at the market offering financial
public float financial
shelf registration regulatory
Discounted Debt Security financial
Offering Details
FAQ
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As filed with the Securities and Exchange Commission on October 1, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APTERA MOTORS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 83-4079594 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
5818 El Camino Real
Carlsbad, California 92008
858-371-3151
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp.
5818 El Camino Real
Carlsbad, California 92008
858-371-3151
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Traci M. Tomaselli, Esq.
Daniel L. Forman, Esq.
Stephen G. Zapf, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
(646) 414-6926
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
We are filing this registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) using a “shelf registration” process. Under this registered “shelf,” in the future, we may, from time to time, sell any combination of the securities described herein, in one or more offerings, up to a maximum offering price of $250,000,000.
This registration statement contains two prospectuses:
| ● | a base prospectus which covers the offering, issuance and sale by us of up to a maximum aggregate offering price of $250,000,000 of our Class B common stock, preferred stock, warrants, debt securities, subscription rights and/or units from time to time in one or more offerings; and |
| ● | a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $19,000,000 of our Class B common stock that may be issued and sold from time to time under a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”), with Cantor Fitzgerald & Co., acting as sales agent and/or principal. |
The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus other than the shares under the Sales Agreement will be specified in a prospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus. The $19,000,000 of Class B common stock that may be offered, issued and sold under the sales agreement prospectus is included in the $250,000,000 of securities that may be offered, issued and sold by us under the base prospectus. Upon termination of the Sales Agreement, any portion of the $19,000,000 included in the sales agreement prospectus that is not previously sold is available for sale in other offerings pursuant to the base prospectus, and if no shares are sold under the Sales Agreement, the full $250,000,000 of securities may be sold in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.
The information in this prospectus is not complete and may be changed. We may not sell these securities under this prospectus until the registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 1, 2026
$250,000,000
APTERA MOTORS CORP.
Class B Common Stock
Preferred Stock
Warrants
Debt Securities
Subscription Rights
Units
We may offer and sell, from time to time in one or more offerings, any combination of Class B common stock, preferred stock, warrants, debt securities, subscription rights or units having an aggregate initial offering price not exceeding $250,000,000. The debt securities may consist of debentures, notes or other types of debt. The preferred stock, warrants, debt securities, subscription rights and units may be convertible or exercisable or exchangeable for Class B common stock or preferred stock or other securities of ours. The units may consist of any combination of the securities listed above.
Each time we sell a particular class or series of securities, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus, carefully before you invest in any securities.
This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities.
Our Class B common stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “SEV.” On September 28, 2026, the last reported sales price of our Class B common stock on Nasdaq was $1.98 per share. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.
These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or dealers or through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
As of September 28, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $58.4 million, which was calculated based on 23,648,868 shares of our outstanding Class A common stock and Class B common stock held by non-affiliates at a price of $2.47 per share, the closing price of our Class B common stock on August 21, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3.
Investing in our securities involves various risks. See “Risk Factors” beginning on page S-6 of this prospectus and in the applicable prospectus supplement, and in the risks discussed in the documents incorporated by reference in this prospectus and in the applicable prospectus supplement, as they may be amended, updated or modified periodically in our reports filed with the Securities and Exchange Commission. You should carefully read and consider these risk factors before you invest in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated , 2026
TABLE OF CONTENTS
| Page | |
| ABOUT THIS PROSPECTUS | S-1 |
| DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS | S-2 |
| PROSPECTUS SUMMARY | S-3 |
| RISK FACTORS | S-6 |
| USE OF PROCEEDS | S-7 |
| THE SECURITIES WE MAY OFFER | S-8 |
| DESCRIPTION OF CAPITAL STOCK | S-9 |
| DESCRIPTION OF WARRANTS | S-12 |
| DESCRIPTION OF DEBT SECURITIES | S-13 |
| DESCRIPTION OF SUBSCRIPTION RIGHTS | S-18 |
| DESCRIPTION OF UNITS | S-19 |
| FORM OF SECURITIES | S-20 |
| PLAN OF DISTRIBUTION | S-21 |
| LEGAL MATTERS | S-24 |
| EXPERTS | S-24 |
| WHERE YOU CAN FIND MORE INFORMATION | S-25 |
| INCORPORATION OF DOCUMENTS BY REFERENCE | S-26 |
| Page | |
| ABOUT THIS PROSPECTUS | 1 |
| DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS | 2 |
| PROSPECTUS SUMMARY | 3 |
| THE OFFERING | 6 |
| RISK FACTORS | 7 |
| USE OF PROCEEDS | 9 |
| DILUTION | 10 |
| DIVIDEND POLICY | 10 |
| PLAN OF DISTRIBUTION | 11 |
| LEGAL MATTERS | 12 |
| EXPERTS | 12 |
| WHERE YOU CAN FIND MORE INFORMATION | 13 |
| INCORPORATION OF DOCUMENTS BY REFERENCE | 14 |
| i |
ABOUT THIS PROSPECTUS
This prospectus is part of a shelf registration statement that Aptera Motors Corp. (the “Company,” “Aptera,” “we,” “us” or “our”) filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus in one or more offerings from time to time having an aggregate offering price of $250,000,000. This prospectus provides you with a general description of the securities we may offer. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each time we offer securities, we will provide you with a prospectus supplement that describes the specific amounts, prices and terms of the securities we offer. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. You should read carefully both this prospectus and any prospectus supplement together with additional information described below under the captions “Where You Can Find More Information” and “Incorporation of Documents by Reference.”
This prospectus does not contain all the information provided in the registration statement we filed with the SEC. You should read both this prospectus, including the section titled “Risk Factors,” and the accompanying prospectus supplement, together with the additional information described under the captions “Where You Can Find More Information” and “Incorporation of Documents by Reference.”
You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement or any related free writing prospectus, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.
| S-1 |
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information, this prospectus and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.
There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:
| ● | our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses including changes in research and development, sales and marketing, and general and administrative expenses (including any components of the foregoing), and our ability to maintain future profitability; |
| ● | our plans to raise capital to fund our operations; |
| ● | our ability to continue as a going concern; |
| ● | our business plan and our ability to effectively manage our growth; |
| ● | our ability to compete with well-established competitors and new entrants; |
| ● | our ability to navigate the regulatory environment applicable to our operations and industry; |
| ● | our ability to begin manufacturing our vehicles at scale; |
| ● | our ability to attract and retain qualified employees and key personnel; |
| ● | our ability to execute our strategy; |
| ● | beliefs and objectives for future operations; |
| ● | our ability to maintain, protect, and enhance our brand and intellectual property; |
| ● | our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business; |
| ● | economic and industry trends, projected growth, or trend analysis; |
| ● | increased expenses associated with being a public company; |
| ● | our expectations related to the use of any net proceeds from offerings of our securities under this prospectus and any prospectus supplement; |
| ● | the volatility of the trading price of our Class B common stock; and |
| ● | the factors listed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, our most recent Quarterly Reports on Form 10-Q, and other reports that we file with the SEC from time to time. |
You should read this prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein and therein, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate as of the date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to above, as well as the risk factors referred to on page S-6 of this prospectus and incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements, by these cautionary statements.
| S-2 |
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the section entitled “Risk Factors” beginning on page S-6, our consolidated financial statements and the related notes and the other information incorporated by reference into this prospectus before making an investment decision.
Company Overview
We are a Delaware public benefit corporation and development stage company focused on the development and commercialization of solar electric vehicles (SEVs). Our flagship vehicle, the Aptera, is a three-wheeled, two-passenger vehicle designed for efficiency and sustainability. We believe Aptera’s unique design, incorporating solar charging capabilities and aerodynamic efficiency, will offer a compelling alternative to conventional vehicles. We completed a direct listing of our Class B common stock on Nasdaq in October 2025.
Our Business Model
We intend to generate revenue primarily through the sale of our SEVs. Our current focus is on completing the development, validation, and commencing production of the Aptera. We have not commenced production or generated any revenue from the sale of our products. During the past three years, we engaged with strategic partners to supply validated production parts, and we are currently executing our validation vehicle program. We plan to offer various Aptera models with different features and price points. We may also explore other revenue streams in the future, such as providing charging infrastructure or developing related technologies.
The Aptera
The Aptera is designed to be a highly efficient vehicle, minimizing energy consumption through its aerodynamic design and lightweight construction. Its integrated solar panels are intended to supplement battery charging, potentially allowing drivers to travel significant distances using only solar power. The Aptera is designed to be a practical and sustainable transportation solution for daily commuting and other driving needs.
Competitive Advantages
We believe the Aptera offers several competitive advantages, including:
| ● | High Efficiency: The Aptera’s aerodynamic design and lightweight construction contribute to its high energy efficiency. |
| ● | Solar Charging: Integrated solar panels provide supplemental charging, potentially reducing reliance on traditional charging infrastructure. |
| ● | Unique Design: The Aptera’s distinctive three-wheeled design differentiates it from conventional vehicles. |
| ● | Sustainability: The Aptera’s electric powertrain and solar charging capabilities contribute to a reduced environmental footprint. |
Challenges
We face numerous challenges in developing and commercializing the Aptera, including:
| ● | Production: We have not yet commenced commercial production of the Aptera, and face risks associated with scaling production. |
| ● | Competition: The passenger vehicle industry is highly competitive, and we face competition from established automakers and other electric vehicle manufacturers. |
| ● | Technology: The development of advanced technologies, such as solar charging and battery systems, involves technical risks. |
| ● | Funding: We will require significant additional capital to fund our operations and achieve our business objectives. |
| S-3 |
Recent Developments
We have achieved several key operational and regulatory milestones, including the following:
| ● | Validation Vehicles: In May 2026, we drove the first five validation vehicles off our newly established low-volume validation assembly line at our Carlsbad facility. |
| ● | Solar Performance: In June 2026, during real-world validation testing, our solar electric vehicle achieved more than 4 kilowatt-hours of daily solar generation, exceeding our internal solar charging targets. |
| ● | EPA Certification: On June 18, 2026, we received a Certificate of Conformity from the U.S. Environmental Protection Agency for the 2026 Aptera Launch Edition, one of the two primary federal certifications required before a vehicle can be legally sold in the United States. The remaining federal requirement before we can begin customer deliveries is compliance with the Federal Motor Vehicle Safety Standards using vehicles built on our low-volume validation assembly line. |
| ● | Capital Raises: We have pursued multiple capital-raising strategies over the past year. In October 2025, we established an equity line of credit, which we drew on between mid-November 2025 and June 2026 to raise approximately $4.3 million. During the first quarter of 2026, we raised roughly $17.1 million in gross proceeds through a $9.0 million follow-on public offering in January 2026 and $8.1 million from warrant exercises, including a March 2026 warrant inducement transaction. On July 13, 2026, we closed another warrant inducement transaction, generating approximately $6.0 million in gross cash proceeds. |
| ● | Launch Strategic Partnership: On August 14, 2026, we entered into a Strategic Partnership Agreement with Shanghai Launch Automotive Technology Co., Ltd. (“Launch”) for manufacturing and contract engineering support, as described in work orders agreed upon by the parties from time to time. In consideration of Launch’s services, we agreed to pay Launch up to RMB 300,000,000, consisting of (i) two-thirds of each approved work order invoice payable in cash, up to RMB 200,000,000 in the aggregate, and (ii) one-third of each approved work order invoice payable through the issuance of warrants to purchase shares of our Class B common stock, up to RMB 100,000,000 in the aggregate. On the effective date of the agreement, we issued to Launch 3,369,629 warrants worth RMB 50,000,000, which are not exercisable upon issuance and become exercisable only as and to the extent they are credited against invoices approved by us. |
| ● | Revised Capital Plan: On October 1, 2026, we announced revised capital requirements, estimating approximately $25 million to reach start of production (down from $40 to $45 million previously estimated) and approximately $115 million for our full plan through high-volume production (down from $180 to $205 million previously estimated). These reductions primarily reflect anticipated benefits of our strategic partnership with Launch, including design-for-manufacturing refinements, expected access to Launch’s international supplier network, and a rebuilt bill of materials. We plan to begin building our first 40 production vehicles by the end of 2026 and to begin customer deliveries in early 2027, subject to timely financing. |
Corporate Information
Aptera Motors Corp. was formed on March 4, 2019, under the laws of the state of Delaware, and is a public benefit corporation in Delaware. Our headquarters are located in Carlsbad, California. Our website address is www.aptera.us. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus. Investors should not rely on any such information in deciding whether to purchase our securities.
Our Capital Structure
We have two classes of authorized common stock - Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except that our Class B common stock is non-voting and is not entitled to any votes on any matter that is submitted to a vote of our stockholders, except as required by Delaware law. Each share of Class A common stock is entitled to one vote and is convertible at any time into one share of Class B common stock. The Class B common stock has no voting rights, except as required by Delaware General Corporation Law (“DGCL”). However, upon and following the Final Conversion Date, defined as the date that no shares of Class A common stock remain outstanding, holders of Class B common stock will be entitled to one vote per share. 20,000,000 shares of Preferred Stock may be issued from time to time in one or more series by a resolution of the Board of Directors establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of each series. See “Description of Capital Stock - Common Stock - Voting Rights” and “Description of Capital Stock - Preferred Stock”.
Channels for Disclosure of Information
We intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.aptera.us), press releases, public conference calls, public webcasts, and our social media pages. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus. Investors should not rely on any such information in deciding whether to purchase our securities.
The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.
Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.
| S-4 |
Implications of Being an Emerging Growth Company
As a company with less than $1.235 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include, but are not limited to:
| ● | being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
| ● | an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
| ● | an exemption from the requirement that critical audit matters be discussed in our independent auditor’s reports on our audited financial statements or any other requirements that may be adopted by the Public Company Accounting Oversight Board unless the SEC determines that the application of such requirements to emerging growth companies is in the public interest; |
| ● | reduced disclosure obligations about our executive compensation arrangements; |
| ● | exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements; and |
| ● | extended transition periods for complying with new or revised accounting standards. |
We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (4) the last day of the fiscal year ending after the fifth anniversary of the date of our first public equity sale.
We may take advantage of these exemptions until such time as we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies that have adopted the new or revised accounting standards. It is possible that some investors will find our Class B common stock less attractive as a result, which may result in a less active trading market for our Class B common stock and higher volatility in the stock price of our Class B common stock.
Implications of Being a Smaller Reporting Company
We are also a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Exchange Act, meaning that our annual revenue was less than $100.0 million during the most recently completed fiscal year and the market value of our Class B common stock held by non-affiliates was less than $700.0 million measured on the last business day of our second fiscal quarter. Accordingly, we may provide certain reduced disclosures available to smaller reporting companies, and the information that we provide to our stockholders may be different than information you might receive from other public reporting companies.
We will qualify as a smaller reporting company until the fiscal year following the determination that the market value of our stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or if our annual revenues are less than $100 million during the most recently completed fiscal year, until the fiscal year following the determination that the market value of our stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.
We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced reporting requirements in future filings with the SEC. As a result, the information that we provide to our stockholders may be different from the information you receive from other public reporting companies.
Public Benefit Corporation Status
As a demonstration of our long-term commitment to promote solar mobility and to work towards positively impacting the communities in which we operate, we are treated as a public benefit corporation under Delaware law. As provided in the Amended & Restated Certificate of Incorporation (our “Amended Charter”), the public benefits that we promote, and pursuant to which we manage our Company, are to break the chains of energy dependence by championing solar mobility-liberating communities, restoring sustainability, and forging a future where power belongs to the people. Being a public benefit corporation underscores our commitment to our purpose and our stakeholders, including consumers and customers, communities, and stockholders. See the section titled “Description of Capital Stock-Public Benefit Corporation Status” for additional information.
Nasdaq Listing
Our Class B common stock is listed on Nasdaq under the symbol “SEV.”
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RISK FACTORS
An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our most recent Annual Report on Form 10-K filed with the SEC, our Quarterly Reports on Form 10-Q, and our other filings we make with the SEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus, the applicable prospectus supplement and any related free writing prospectus, and the information incorporated by reference herein and therein. Additional risks and uncertainties of which we are unaware, or that we currently deem immaterial, also may become important factors that affect us. You should also carefully consider the other information included or incorporated by reference in this prospectus. Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could suffer materially. In such an event, the trading price of our shares of Class B common stock could decline, and you might lose all or part of your investment.
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USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement or in any free writing prospectus we have authorized for use in connection with a specific offering, we intend to use the net proceeds from the sale of the securities offered by this prospectus for working capital and general corporate purposes.
The intended application of proceeds from the sale of any particular offering of securities using this prospectus will be described in the accompanying prospectus supplement or free writing prospectus relating to such offering. The precise amount and timing of the application of these proceeds will depend on our funding requirements and the availability and costs of other funds. Our management will have broad discretion in applying the net proceeds from any such offering.
Pending application of the net proceeds as described above, we intend to invest the proceeds to us in investment-grade, interest-bearing securities such as money market funds, certificates of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether the proceeds invested will yield a favorable, or any, return.
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THE SECURITIES WE MAY OFFER
The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed.
We may sell from time to time, in one or more offerings:
| ● | Class B common stock; | |
| ● | preferred stock; | |
| ● | debt securities; | |
| ● | warrants to purchase shares of Class B common stock, preferred stock or other securities; | |
| ● | subscription rights, and | |
| ● | units consisting of any combination of the securities listed above. |
In this prospectus, we refer to the Class B common stock, preferred stock, debt securities, warrants, subscription rights and units collectively as “securities.” The total dollar amount of all securities that we may sell will not exceed $250,000,000.
If we issue debt securities at a discount from their original stated principal amount, then, for purposes of calculating the total dollar amount of all securities issued under this prospectus, we will treat the initial offering price of the debt securities as the total original principal amount of the debt securities.
When particular securities are offered, a supplement to this prospectus will be filed with the SEC, which will describe the terms of the offering and sale of the offered securities.
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DESCRIPTION OF CAPITAL STOCK
The following descriptions summarize important terms of our capital stock. This summary reflects Aptera’s Amended and Restated Certificate of Incorporation (the “Amended Charter”) and does not purport to be complete and is qualified in its entirety by the Amended Charter and the Amended and Restated Bylaws (the “Bylaws”), which have been filed as Exhibits to the registration statement of which this prospectus forms a part. For a complete description of Aptera’s capital stock, you should refer to our Amended Charter and our Bylaws and applicable provisions of the DGCL.
General
As of September 28, 2026, the authorized capital stock of the Company consists of 325,000,000 shares, comprised of 305,000,000 shares of common stock, par value $0.0001 per share, 190,000,000 of which shares are designated as “Class A common stock” and 115,000,000 of which shares are designated as “Class B common stock”, and 20,000,000 shares of preferred stock, par value $0.0001 per share.
As of September 28, 2026, the Company has the following outstanding securities:
| ● | 11,983,010 shares of Class A Common Stock | |
| ● | 28,949,488 shares of Class B Common Stock |
In addition, 20,000,000 shares of Preferred Stock may be issued from time to time in one or more series by a resolution of the Board of Directors establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of each series.
Our Class A common stock has voting rights and our Class B common stock does not have voting rights under our Amended Charter. See “Common Stock - Voting Rights” and “Preferred Stock” below for further details.
Common Stock
Class B common stock has the same rights and powers of, ranks equally to, shares ratably with and is identical in all respects, and as to all matters to Class A common stock; except that our Class B common stock is non-voting and is not entitled to any votes on any matter that is submitted to a vote of our stockholders, except as required by Delaware law.
Voting Rights
Our Class B common stock is non-voting and is not entitled to any votes on any matter that is submitted to a vote of our stockholders, except as required by Delaware law, for instance, if we were to:
| ● | change the par value of the common stock; or | |
| ● | amend our Amended Charter to alter the powers, preferences, or special rights of the common stock as a whole in a way that would adversely affect the holders of our Class B common stock. |
Generally, for changes in par value, it would require the majority approval of all holders of our common stock to approve such change.
In addition, Delaware law would permit holders of Class B common stock to vote separately, as a single class, if an amendment to our Amended Charter would adversely affect them by altering the powers, preferences, or special rights of the Class B common stock, but not the Class A common stock. As a result, in these limited instances, the holders of a majority of the Class B common stock could defeat any amendment to our Amended Charter. For example, if a proposed amendment of our Amended Charter provided for the Class B common stock to rank junior to the Class A common stock with respect to (i) any dividend or distribution, (ii) the distribution of proceeds were we to be acquired, or (iii) any other right, Delaware law would require the vote of the Class B common stock, with each share of Class B common stock entitled to one vote per share. In this instance, the holders of a majority of Class B common stock could defeat that amendment to our Amended Charter.
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Further, upon and following the “Final Conversion Date” -defined as the date that no shares of Class A common stock remain outstanding-holders of Class B common stock will be entitled to one vote per share.
Our Amended Charter provides that the number of authorized shares of common stock or any class of common stock, including our Class B common stock, may be increased or decreased (but not below the number of shares of common stock then outstanding) by the affirmative vote of the holders of a majority of the Class A common stock. As a result, the holders of a majority of the outstanding Class A common stock can approve an increase or decrease in the number of authorized shares of Class B common stock without a separate vote of the holders of Class B common stock. This could allow us to increase and issue additional shares of Class B common stock beyond what is currently authorized in our Amended Charter without the consent of the holders of our Class B common stock.
Each holder of shares of Class A common stock will be entitled to one vote for each share thereof held at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, the date such vote is taken or any written consent of stockholders is solicited.
Election of Directors
The holders of Class A common stock, voting together as a single class and not as a separate series, shall be entitled to elect and remove the directors of the Company. Following the Final Conversion Date, the holders of Class B common stock, voting together as a single class, shall be entitled to elect, remove and replace the directors of the Company.
Dividend Rights
Subject to preferences that may be applicable to any then outstanding class of capital stock having prior rights to dividends, the holders of the Class A common stock and the Class B common stock shall be entitled to receive, on a pari passu basis, when and as declared by the Board of Directors, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Board of Directors, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of common stock treated adversely, voting separately as a class.
Liquidation Rights
Subject to the terms of any series of Preferred Stock that may then be outstanding, in the event of the Company’s liquidation, or winding up, whether voluntary or involuntary, the assets of the Company legally available for distribution to stockholders shall be distributed on an equal priority, pro rata basis to the holders of Class A and Class B common stock, treated as a single class, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.
Conversion Rights
Each share of Class A common stock is convertible at any time at the option of the holder into one share of Class B common stock.
On any transfer of shares of Class A common stock, whether or not for value, each such transferred share will automatically convert into one share of Class B common stock, except for certain transfers described in our Amended Charter, including certain transfers for tax and estate planning purposes, transfers approved by our Board, and transfers to certain family members.
Right of First Refusal
1,983,010 shares of the Company’s Class A common stock are subject to transfer restrictions. Should the holders of those shares wish to sell or transfer their securities, except under certain limited circumstances, the Company has a right of first refusal to purchase those shares.
Other Rights
Holders of Aptera’s Class A and Class B common stock have no preemptive, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Aptera’s Class A or Class B common stock.
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Preferred Stock
Pursuant to the Amended Charter, our board of directors will have the authority, without further action by our stockholders, to designate and issue shares of Preferred Stock in one or more series. Our board of directors may also designate the rights, preferences and privileges of the holders of each such series of Preferred Stock, any or all of which may be greater than or senior to those granted to the holders of common stock. Though the actual effect of any such issuance on the rights of the holders of common stock will not be known until such time as our board of directors determines the specific rights of the holders of Preferred Stock, the potential effects of such an issuance include:
| ● | diluting the voting power of the holders of common stock; | |
| ● | reducing the likelihood that holders of common stock will receive dividend payments; | |
| ● | reducing the likelihood that holders of common stock will receive payments in the event of our liquidation, dissolution, or winding up; and | |
| ● | delaying, deterring, or preventing a change-in-control or other corporate takeover. |
Public Benefit Corporation Status
We are a public benefit corporation under subchapter XV of the DGCL. As a public benefit corporation, our board of directors is required by the DGCL to manage or direct our business and affairs in a manner that balances the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the specific public benefits identified in our Amended Charter. We are also required to assess our benefit performance internally and to disclose to stockholders at least biennially a report that details our promotion of the public benefits identified in our Amended Charter and of the best interests of those materially affected by our conduct. We expect that our board of directors will measure our benefit performance against the objectives and standards proposed by the Company and approved by the board of directors. When determining the objectives and standards by which our board of directors will measure our public benefit performance, our board of directors will consider, among other factors, whether the objectives and standards are (i) comprehensive in that they assess the positive impact of our business on the communities in which we operate, and society and the environment, taken as a whole, (ii) credible in that they are comparable to the objectives and standards created by independent third parties that evaluate the corporate ethics, sustainability and governance practices of other public benefit corporations, and (iii) transparent in that the criteria considered for measuring such objectives and standards be made publicly available, including disclosing the process by which revisions to the objectives and standards are made and whether such objectives and standards present real or potential conflicts of interests.
Under the DGCL, our stockholders may bring a derivative suit to enforce this requirement only if they own (individually or collectively,) at least the lesser of 2% of our outstanding shares or shares of at least $2 million in market value.
Exclusive Forum Provision of our Amended Charter
Our Amended Charter contains exclusive forum provisions that designate specific courts as the exclusive forums for certain legal actions. These provisions are intended to reduce the risk of costly and duplicative litigation but may limit a stockholder’s ability to bring claims in a judicial forum of their choosing.
Specifically, our Amended Charter provides that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for:
| ● | any derivative action or proceeding brought on our behalf; | |
| ● | any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or its stockholders; | |
| ● | any action asserting a claim against us arising pursuant to the DGCL, our Amended Charter, or our Bylaws; and | |
| ● | any action asserting a claim governed by the internal affairs doctrine. |
In addition, our Amended Charter contains a federal forum provision that provides that the U.S. federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act to the fullest extent permitted by law.
These exclusive forum provisions do not apply to claims under the Exchange Act which is subject to exclusive federal jurisdiction under Section 27 of the Exchange Act.
Any person or entity purchasing or otherwise acquiring or holding any interest in our securities will be deemed to have notice of, and consented to, these exclusive forum provisions, including the federal forum provision.
These provisions may limit our stockholders’ ability to bring a claim in a forum they find favorable and may discourage lawsuits against us or our directors, officers, or employees. If a court were to find any of these provisions to be inapplicable or unenforceable in a particular case, we could incur additional costs associated with resolving the dispute in alternative jurisdictions, which could adversely affect our business, financial condition, and results of operations.
Nasdaq Listing
Our Class B common stock is quoted on Nasdaq under the symbol “SEV.”
Transfer Agent
The transfer agent of our Class B common stock is Computershare Trust Company, N.A.
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DESCRIPTION OF WARRANTS
We summarize below some of the provisions that will apply to the warrants unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the warrants will be contained in the applicable warrant certificate and warrant agreement. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the warrant certificate and the warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
General
We may issue, together with Class B common or preferred stock as units or separately, warrants for the purchase of shares of our Class B common stock, shares of our preferred stock, debt securities or other securities. The terms of each warrant will be discussed in the applicable prospectus supplement relating to the particular series of warrants. The form(s) of certificate representing the warrants and/or the warrant agreement, will be, in each case, filed with the SEC as an exhibit to a document incorporated by reference in the registration statement of which this prospectus is a part on or prior to the date of any prospectus supplement relating to an offering of the particular warrant. The following summary of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants.
The prospectus supplement relating to any series of warrants that are offered by this prospectus will describe, among other things, the following terms to the extent they are applicable to that series of warrants:
| ● | the procedures and conditions relating to the exercise of the warrants; | |
| ● | the number of shares of our Class B common or preferred stock, if any, issued with the warrants; | |
| ● | the date, if any, on and after which the warrants and any related shares of our Class B common or preferred stock will be separately transferable; | |
| ● | the offering price of the warrants, if any; | |
| ● | the number of shares of our Class B common or preferred stock, debt securities or other securities which may be purchased upon exercise of the warrants and the price or prices at which such securities may be purchased upon exercise; | |
| ● | the date on which the right to exercise the warrants will begin and the date on which the right will expire; | |
| ● | a discussion of any material United States federal income tax considerations applicable to the exercise of the warrants; | |
| ● | anti-dilution provisions of the warrants, if any; | |
| ● | call provisions of the warrants, if any; and | |
| ● | any other material terms of the warrants. |
Each warrant may entitle the holder to purchase for cash, or, in limited circumstances, by effecting a cashless exercise for, the number of shares of our Class B common or preferred stock at the exercise price that is described in the applicable prospectus supplement. Warrants will be exercisable during the period of time described in the applicable prospectus supplement. After that period, unexercised warrants will be void. Warrants may be exercised in the manner described in the applicable prospectus supplement.
A holder of a warrant will not have any of the rights of a holder of our Class B common or preferred stock before the stock is purchased upon exercise of the warrant. Therefore, before a warrant is exercised, the holder of the warrant will not be entitled to receive any dividend payments or exercise any voting or other rights associated with shares of our Class B common or preferred stock which may be purchased when the warrant is exercised.
Transfer Agent and Registrar
The transfer agent and registrar, if any, for any warrants will be set forth in the applicable prospectus supplement.
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DESCRIPTION OF DEBT SECURITIES
We summarize below some of the provisions that will apply to the debt securities unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The debt securities may be issued pursuant to, in the case of senior debt securities, a senior indenture, and in the case of subordinated debt securities, a subordinated indenture, in each case in the forms filed as exhibits to this registration statement, which we refer to as the “indentures.” The indentures will be entered into between us and a trustee to be named prior to the issuance of any debt securities, which we refer to as the “trustee.” The indentures will not limit the amount of debt securities that can be issued thereunder and will provide that the debt securities may be issued from time to time in one or more series pursuant to the terms of one or more securities resolutions or supplemental indentures creating such series.
The complete terms of the debt securities will be contained in the applicable indenture for the particular offering of debt securities itself which will describe the terms and definitions of the offered debt securities and contain additional information about such debt securities. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
General
When we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a prospectus supplement. The prospectus supplement will set forth the following terms, as applicable, of the debt securities offered thereby:
| ● | the designation, aggregate principal amount, currency or composite currency and denominations; |
| ● | the price at which such debt securities will be issued and, if an index formula or other method is used, the method for determining amounts of principal or interest; |
| ● | the maturity date and other dates, if any, on which principal will be payable; |
| ● | whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| ● | whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination; |
| ● | the interest rate (which may be fixed or variable), if any; |
| ● | the date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment of interest; |
| ● | the manner of paying principal and interest; |
| ● | the place or places where principal and interest will be payable; |
| ● | the terms of any mandatory or optional redemption by us or any third party including any sinking fund; |
| ● | the terms of any conversion or exchange; |
| ● | the terms of any redemption at the option of holders or put by the holders; |
| ● | any tax indemnity provisions; |
| ● | if the debt securities provide that payments of principal or interest may be made in a currency other than that in which debt securities are denominated, the manner for determining such payments; |
| ● | the portion of principal payable upon acceleration of a Discounted Debt Security (as defined below); |
| ● | whether and upon what terms debt securities may be defeased; |
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| ● | any events of default or covenants in addition to or in lieu of those set forth in the indentures; |
| ● | provisions for electronic issuance of debt securities or for debt securities in uncertificated form; and |
| ● | any additional provisions or other special terms not inconsistent with the provisions of the indentures, including any terms that may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with the marketing of the debt securities. |
Debt securities of any series may be issued as registered debt securities or uncertificated debt securities, in such denominations as specified in the terms of the series.
Securities may be issued under the indentures as Discounted Debt Securities to be offered and sold at a substantial discount from the principal amount thereof. Special United States federal income tax and other considerations applicable thereto will be described in the prospectus supplement relating to such Discounted Debt Securities. “Discounted Debt Security” means a security where the amount of principal due upon acceleration is less than the stated principal amount.
We are not obligated to issue all debt securities of one series at the same time and, unless otherwise provided in the prospectus supplement, we may reopen a series, without the consent of the holders of the debt securities of that series, for the issuance of additional debt securities of that series. Additional debt securities of a particular series will have the same terms and conditions as outstanding debt securities of such series, except for the date of original issuance and the offering price, and will be consolidated with, and form a single series with, such outstanding debt securities.
Ranking
The senior debt securities will rank equally with all of our other senior and unsubordinated debt. Our secured debt, if any, will be effectively senior to the senior debt securities to the extent of the value of the assets securing such debt. The subordinated debt securities will be subordinate and junior in right of payment to all of our present and future senior indebtedness to the extent and in the manner described in the prospectus supplement and as set forth in the board resolution, officer’s certificate or supplemental indenture relating to such offering.
Holders of our debt securities will be our creditors and not creditors of any of our subsidiaries. As a result, all the existing and future liabilities of our subsidiaries, including any claims of their creditors, will effectively be senior to the debt securities with respect to the assets of our subsidiaries. In addition, to the extent that we issue any secured debt, the debt securities will be effectively subordinated to such secured debt to the extent of the value of the assets securing such secured debt.
The debt securities will be obligations exclusively of Aptera Motors Corp. To the extent that our ability to service our debt, including the debt securities, may be dependent upon the earnings of our subsidiaries, our ability to do so will be dependent on the ability of our subsidiaries to distribute those earnings to us as dividends, loans or other payments.
Certain Covenants
Any covenants that may apply to a particular series of debt securities will be described in the prospectus supplement relating thereto.
Successor Obligor
The indentures provide that, unless otherwise specified in the securities resolution or supplemental indenture establishing a series of debt securities, we shall not consolidate with or merge into, or transfer all or substantially all of our assets to, any person in any transaction in which we are not the survivor, unless:
| ● | the person is organized under the laws of the United States or a jurisdiction within the United States; |
| ● | the person assumes by supplemental indenture all of our obligations under the relevant indenture, the debt securities and any coupons; |
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| ● | immediately after the transaction no Default (as defined below) exists; and |
| ● | we deliver to the trustee an officers’ certificate and opinion of counsel stating that the transaction complies with the foregoing requirements. |
In such event, the successor will be substituted for us, and thereafter all of our obligations under the relevant indenture, the debt securities and any coupons will terminate.
Exchange of Debt Securities
Registered debt securities may be exchanged for an equal aggregate principal amount of registered debt securities of the same series and date of maturity in such authorized denominations as may be requested upon surrender of the registered debt securities at an agency of the Company maintained for such purpose and upon fulfillment of all other requirements of such agent.
Defaults and Remedies
Unless the securities resolution or supplemental indenture establishing the series otherwise provides (in which event the prospectus supplement will so state), an “Event of Default” with respect to a series of debt securities will occur if:
| (1) | we default in any payment of interest on any debt securities of such series when the same becomes due and payable and the default continues for a period of 30 days; |
| (2) | we default in the payment of the principal and premium, if any, of any debt securities of such series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and such default shall continue for five or more days; |
| (3) | we default in the performance of any of our other agreements applicable to the series and the default continues for 30 days after the notice specified below; |
| (4) | a court of competent jurisdiction enters an order or decree under any Bankruptcy Law (as defined below) that: |
(A) is for relief against us in an involuntary case,
(B) appoints a Custodian (as defined below) for us or for all or substantially all of our property, or
(C) orders the liquidation of us, and the order or decree remains unstayed and in effect for 90 days;
| (5) | we pursuant to or within the meaning of any Bankruptcy Law: |
(A) commence a voluntary case,
(B) consent to the entry of an order for relief against us in an involuntary case,
(C) consent to the appointment of a Custodian for us or for all or substantially all of our property, or
(D) make a general assignment for the benefit of our creditors; or
| (6) | there occurs any other Event of Default provided for in such series. |
The term “Bankruptcy Law” means Title 11 of the United States Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law.
“Default” means any event which is, or after notice or passage of time would be, an Event of Default. A Default under subparagraph (3) above is not an Event of Default until the trustee or the holders of at least 25% in principal amount of the series notify us of the Default and we do not cure the Default within the time specified after receipt of the notice.
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The trustee may require indemnity satisfactory to it before it enforces the indentures or the debt securities of the series. Subject to certain limitations, holders of a majority in principal amount of the debt securities of the series may direct the trustee in its exercise of any trust or power with respect to such series. Except in the case of Default in payment on a series, the trustee may withhold from securityholders of such series notice of any continuing Default if the trustee determines that withholding notice is in the interest of such securityholders. We are required to furnish the trustee annually a brief certificate as to our compliance with all conditions and covenants under the indentures.
The indentures do not have cross-default provisions. Thus, a default by us on any other debt, including any other series of debt securities, would not constitute an Event of Default.
Amendments and Waivers
The indentures and the debt securities or any coupons of the series may be amended, and any Default may be waived as follows:
Unless the securities resolution or supplemental indenture otherwise provides (in which event the applicable prospectus supplement will so state), the debt securities and the indentures may be amended with the consent of the holders of a majority in principal amount of the debt securities of all series affected voting as one class. Unless the securities resolution or supplemental indenture otherwise provides (in which event the applicable prospectus supplement will so state), a Default other than a Default in payment on a particular series may be waived with the consent of the holders of a majority in principal amount of the debt securities of the series. However, without the consent of each securityholder affected, no amendment or waiver may:
| ● | change the fixed maturity of or the time for payment of interest on any debt security; |
| ● | reduce the principal, premium or interest payable with respect to any debt security; |
| ● | change the place of payment of a debt security or the currency in which the principal or interest on a debt security is payable; |
| ● | change the provisions for calculating any redemption or repurchase price with respect to any debt security; |
| ● | reduce the amount of debt securities whose holders must consent to an amendment or waiver; |
| ● | make any change that materially adversely affects the right to convert any debt security; |
| ● | waive any Default in payment of principal of or interest on a debt security; or |
| ● | adversely affect any holder’s rights with respect to redemption or repurchase of a debt security. |
Without the consent of any securityholder, the indentures or the debt securities may be amended to:
| ● | provide for assumption of our obligations to securityholders in the event of a merger or consolidation requiring such assumption; |
| ● | to cure any ambiguity, omission, defect or inconsistency; |
| ● | to conform the terms of the debt securities to the description thereof in the prospectus and prospectus supplement offering such debt securities; |
| ● | to create a series and establish its terms; |
| ● | to make any change that does not adversely affect the rights of any securityholder; |
| ● | to add to our covenants; or |
| ● | to make any other change to the indentures so long as no debt securities are outstanding. |
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Conversion Rights
Any securities resolution or supplemental indenture establishing a series of debt securities may provide that the debt securities of such series will be convertible at the option of the holders thereof into or for our Class B common stock or other equity or debt instruments. The securities resolution or supplemental indenture may establish, among other things, (1) the number or amount of shares of Class B common stock or other equity or debt instruments for which $1,000 aggregate principal amount of the debt securities of the series is convertible, as may be adjusted pursuant to the terms of the relevant indenture and the securities resolution; and (2) provisions for adjustments to the conversion rate and limitations upon exercise of the conversion right. The indentures provide that we will not be required to make an adjustment in the conversion rate unless the adjustment would require a cumulative change of at least 1% in the conversion rate. However, we will carry forward any adjustments that are less than 1% of the conversion rate and take them into account in any subsequent adjustment of the conversion rate.
Legal Defeasance and Covenant Defeasance
Debt securities of a series may be defeased in accordance with their terms and, unless the securities resolution or supplemental indenture establishing the terms of the series otherwise provides, as set forth below. We at any time may terminate as to a series all of our obligations (except for certain obligations, including obligations with respect to the defeasance trust and obligations to register the transfer or exchange of a debt security, to replace destroyed, lost or stolen debt securities and coupons and to maintain paying agencies in respect of the debt securities) with respect to the debt securities of the series and any related coupons and the relevant indenture, which we refer to as legal defeasance. We at any time may terminate as to a series our obligations with respect to any restrictive covenants which may be applicable to a particular series, which we refer to as covenant defeasance.
We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, a series may not be accelerated because of an Event of Default. If we exercise our covenant defeasance option, a series may not be accelerated by reference to any covenant which may be applicable to a series.
To exercise either defeasance option as to a series, we must (1) irrevocably deposit in trust with the trustee (or another trustee) money or U.S. Government Obligations (as defined below), deliver a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations, without reinvestment, plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal and interest when due on all debt securities of such series to maturity or redemption, as the case may be; and (2) comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to holders for federal income tax purposes.
“U.S. Government Obligations” means direct obligations of the United States or any agency or instrumentality of the United States, the payment of which is unconditionally guaranteed by the United States, which, in either case, have the full faith and credit of the United States pledged for payment and which are not callable at the issuer’s option, or certificates representing an ownership interest in such obligations.
Regarding the Trustee
Unless otherwise indicated in a prospectus supplement, the trustee will also act as depository of funds, transfer agent, paying agent and conversion agent, as applicable, with respect to the debt securities. In certain circumstances, we or the securityholders may remove the trustee as the trustee under a given indenture. The indenture trustee may also provide additional unrelated services to us as a depository of funds, registrar, trustee and similar services.
Governing Law
The indentures and the debt securities will be governed by New York law, except to the extent that the Trust Indenture Act of 1939 is applicable.
| S-17 |
DESCRIPTION OF SUBSCRIPTION RIGHTS
We may issue subscription rights to purchase our Class B common stock, preferred stock or debt securities. These subscription rights may be offered independently or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.
The prospectus supplement relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including some or all of the following:
| ● | the price, if any, for the subscription rights; |
| ● | the exercise price payable for our Class B common stock, preferred stock or debt securities upon the exercise of the subscription rights; |
| ● | the number of subscription rights to be issued to each stockholder; |
| ● | the number and terms of our Class B common stock, preferred stock or debt securities which may be purchased per each subscription right; |
| ● | the extent to which the subscription rights are transferable; |
| ● | any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights; |
| ● | the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire; |
| ● | the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities or an over-allotment privilege to the extent the securities are fully subscribed; and |
| ● | if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by Aptera in connection with the offering of subscription rights. |
| S-18 |
DESCRIPTION OF UNITS
We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security (but, to the extent convertible securities are included in the units, the holder of the units will be deemed the holder of the convertible securities and not the holder of the underlying securities). The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:
| ● | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
| ● | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; |
| ● | the terms of the unit agreement governing the units; |
| ● | United States federal income tax considerations relevant to the units; and |
| ● | whether the units will be issued in fully registered global form. |
This summary of certain general terms of units and any summary description of units in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all provisions of the applicable unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units. The forms of the unit agreements and other documents relating to a particular issue of units will be filed with the SEC each time we issue units, and you should read those documents for provisions that may be important to you.
| S-19 |
FORMS OF SECURITIES
Each debt security and, to the extent applicable, warrant, subscription right and unit, will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities or warrants represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.
Global Securities
Registered Global Securities. We may issue the registered debt securities and, to the extent applicable, warrants, subscription rights and units in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.
If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture or warrant agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable indenture or warrant agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture or warrant agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture or warrant agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt securities and any payments to holders with respect to warrants represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of Aptera, the trustees, the warrant agents or any other agent of Aptera, agent of the trustees or agent of the warrant agents will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.
If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the relevant trustee or warrant agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.
| S-20 |
PLAN OF DISTRIBUTION
We may sell the securities being offered pursuant to this prospectus through underwriters or dealers, through agents, or directly to one or more purchasers or through a combination of these methods. The applicable prospectus supplement will describe the terms of the offering of the securities, including:
| ● | the name or names of any underwriters, if any, and if required, any dealers or agents; | |
| ● | the purchase price of the securities and the proceeds we will receive from the sale; | |
| ● | any underwriting discounts and other items constituting underwriters’ compensation; | |
| ● | any discounts or concessions allowed or reallowed or paid to dealers; and | |
| ● | any securities exchange or market on which the securities may be listed. | |
We may distribute the securities from time to time in one or more transactions at:
| ● | a fixed price or prices, which may be changed; | |
| ● | market prices prevailing at the time of sale; | |
| ● | prices related to such prevailing market prices; or | |
| ● | negotiated prices. |
Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.
We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus supplement for those securities.
If we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
We may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
| S-21 |
In connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional investors or others that purchase securities directly and then resell the securities, may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act.
We may provide agents and underwriters with indemnification against particular civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
In addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by this prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.
To facilitate an offering of a series of securities, persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than have been sold to them by us. In those circumstances, such persons would cover such over-allotments or short positions by purchasing in the open market or by exercising the over-allotment option granted to those persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price of our securities.
All securities we may offer, other than Class B common stock, will be new issues of securities with no established trading market. Any agents or underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities. There is currently no market for any of the offered securities, other than our Class B common stock which is listed on Nasdaq. We have no current plans for listing of the preferred stock, warrants, units or subscription rights on any securities exchange or quotation system; any such listing with respect to any particular preferred stock, warrants, units or subscription rights will be described in the applicable prospectus supplement or other offering materials, as the case may be. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
In order to comply with the securities laws of some states, if applicable, the securities offered pursuant to this prospectus will be sold in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.
| S-22 |
Rule 15c6-1 under the Exchange Act generally requires that trades in the secondary market settle in one business day unless the parties to any such trade expressly agree otherwise. Your prospectus supplement may provide that the original issue date for your securities may be more than one scheduled business day after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the first business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than one scheduled business day after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
This prospectus, any applicable prospectus supplement and any applicable pricing supplement in electronic format may be made available on the Internet sites of, or through other online services maintained by, us and/or one or more of the agents and/or dealers participating in an offering of securities, or by their affiliates. In those cases, prospective investors may be able to view offering terms online and, depending upon the particular agent or dealer, prospective investors may be allowed to place orders online.
Other than this prospectus, any applicable prospectus supplement and any applicable pricing supplement in electronic format, the information on our website or the website of any agent or dealer, and any information contained in any other website maintained by any agent or dealer:
| ● | is not part of this prospectus, any applicable prospectus supplement or any applicable pricing supplement or the registration statement of which they form a part; | |
| ● | has not been approved or endorsed by us or by any agent or dealer in its capacity as an agent or dealer, except, in each case, with respect to the respective website maintained by such entity; and | |
| ● | should not be relied upon by investors. |
There can be no assurance that we will sell all or any of the securities offered by this prospectus.
This prospectus may also be used in connection with any issuance of Class B common stock or preferred stock upon exercise of a warrant if such issuance is not exempt from the registration requirements of the Securities Act.
In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing securityholders. In some cases, we or dealers acting with us or on our behalf may also purchase securities and reoffer them to the public by one or more of the methods described above. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.
| S-23 |
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered hereby will be passed upon for us by Lowenstein Sandler LLP, New York, New York. If the validity of the securities offered hereby in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.
EXPERTS
The financial statements of Aptera Motors Corp. as of December 31, 2025 and 2024, and for the years then ended, appearing in Aptera Motors Corp.’s Annual Report on Form 10-K for the year ended December 31, 2025, have been audited by dbbmckennon, independent registered public accounting firm, as set forth in their report thereon and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report of dbbmckennon pertaining to such financial statements given on the authority of such firm as experts in auditing and accounting.
| S-24 |
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act for the securities being offered by this prospectus. This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement and the exhibits. For further information about us and the securities offered by this prospectus, you should refer to the registration statement and its exhibits. References in this prospectus to any of our contracts or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. SEC filings are also available to the public at the SEC’s website at www.sec.gov.
We are subject to the reporting and information requirements of the Exchange Act and, as a result, we file periodic and current reports, proxy statements and other information with the SEC. We make our periodic reports and other information filed with or furnished to the SEC, available, free of charge, through our website as soon as reasonably practicable after those reports and other information are filed with or furnished to the SEC. Additionally, these periodic reports, proxy statements and other information are available for inspection and copying at the public reference room and website of the SEC referred to above.
In addition, we maintain a website at the following address: https://aptera.us. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus. We also make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Exchange Act. These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In addition, we routinely post on the “Investors” page of our website news releases, announcements and other statements about our business and results of operations, some of which may contain information that may be deemed material to investors. Therefore, we encourage investors to monitor the “Investors” page of our website and review the information we post on that page.
| S-25 |
INCORPORATION OF DOCUMENTS BY REFERENCE
We have filed a registration statement on Form S-3 with the SEC under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus:
| ● | our Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 30, 2026; | |
| ● | our Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, filed on May 13, 2026 and August 12, 2026, respectively; | |
| ● | our Current Reports on Form 8-K, filed January 26, 2026, March 12, 2026, April 14, 2026, July 7, 2026, July 13, 2026, August 14, 2026, August 20, 2026 and October 1, 2026 (other than any portions deemed furnished and not filed); and | |
| ● | the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on September 30, 2025, including any amendments thereto or reports filed for the purposes of updating this description, including Exhibit 4.12 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026. |
We also incorporate by reference all additional documents that we file with the SEC under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, that are made after the initial filing date of the registration statement of which this prospectus is a part until the offering of the particular securities covered by a prospectus supplement or term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.
You may request, and we will provide you with, a copy of these filings, at no cost, by contacting us at:
Investor Relations Department
Aptera Motors Corp.
5818 El Camino Real
Carlsbad, California 92008
Telephone number: (858) 371-3151
| S-26 |
The information in this prospectus is not complete and may be changed. We may not sell these securities under this prospectus until the registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 1, 2026
Up to $19,000,000
APTERA MOTORS CORP.
Class B Common Stock
We have entered into a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”), dated October 1, 2026 (the “Sales Agreement”) relating to shares of our Class B common stock, $0.0001 par value per share (“Class B common stock”), offered by this prospectus. In accordance with the terms of the Sales Agreement, from time to time we may offer and sell shares of our Class B common stock having an aggregate gross sales price of up to $19,000,000 to or through Cantor, acting as principal and/or the sole designated sales agent, pursuant to this prospectus.
Sales of our Class B common stock, if any, under this prospectus may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Subject to the terms of the Sales Agreement, Cantor is not required to sell any specific number or dollar amounts of our Class B common stock but will use commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Cantor and us. There is no current arrangement for funds to be received in any escrow, trust or similar arrangement.
Cantor will be entitled to compensation under the terms of the Sales Agreement at a commission rate equal to 3.0% of the gross proceeds from each sale of our Class B common stock. In connection with the sales of our Class B common stock on our behalf, Cantor will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Cantor will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributions to Cantor against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As of September 28, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $58.4 million, which was calculated based on 23,648,868 shares of our outstanding Class A common stock and Class B common stock held by non-affiliates at a price of $2.47 per share, the closing price of our Class B common stock on August 21, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3.
Our Class B common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SEV.”
On September 28, 2026, the last reported sale price of our Class B common stock on Nasdaq was $1.98 per share.
Investing in our Class B common stock involves significant risks. See “Risk Factors” beginning on page 7 of this prospectus and the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act for a discussion of the factors you should carefully consider before deciding to invest in our Class B common stock.
Neither the SEC nor any state securities commission has approved or disapproved of our Class B common stock or determined if this prospectus is accurate, truthful or complete. Any representation to the contrary is a criminal offense.
Cantor
The date of this prospectus is , 2026.
TABLE OF CONTENTS
| Page | |
| ABOUT THIS PROSPECTUS | 1 |
| DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS | 2 |
| PROSPECTUS SUMMARY | 3 |
| THE OFFERING | 6 |
| RISK FACTORS | 7 |
| USE OF PROCEEDS | 9 |
| DILUTION | 10 |
| DIVIDEND POLICY | 10 |
| PLAN OF DISTRIBUTION | 11 |
| LEGAL MATTERS | 12 |
| EXPERTS | 12 |
| WHERE YOU CAN FIND MORE INFORMATION | 13 |
| INCORPORATION OF DOCUMENTS BY REFERENCE | 14 |
| i |
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may from time to time sell shares of our Class B common stock having an aggregate offering price of up to $19,000,000 under this prospectus at prices and on terms to be determined by market conditions at the time of the offering.
Before investing in our Class B common stock offered by this prospectus, we urge you to carefully read this prospectus, together with the information incorporated by reference as described under “Where You Can Find More Information” and “Incorporation of Documents by Reference” in this prospectus. These documents contain important information that you should consider when making your investment decision.
To the extent the information contained in this prospectus differs from or conflicts with the information contained in any document incorporated by reference, the information in this prospectus will control. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference into this prospectus – the statement in the document having the later date modifies or supersedes the earlier statement.
In deciding whether or not to invest in our Class B common stock, you should rely only on the information contained in, or incorporated by reference into, this prospectus and any related free writing prospectus that we have authorized for use in connection with this offering. Neither we nor Cantor has authorized anyone to provide you with different information or to make any representation other than those contained in, or incorporated by reference into, this prospectus and any related free writing prospectus. If anyone provides you with different or inconsistent information or representation, you should not rely on them. This prospectus, and any accompanying supplement to this prospectus, does not constitute an offer to sell or the solicitation of an offer to buy our Class B common stock in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus and any related free writing prospectus and the documents incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this prospectus or any related free writing prospectus or any sale of our Class B common stock. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus was made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our business, financial condition, results of operations or prospects.
You should not consider any information in this prospectus to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of our Class B common stock offered by this prospectus.
Unless the context requires otherwise, references in this prospectus to “Aptera,” the “Company,” the “Registrant,” “we,” “us” and “our” refer to Aptera Motors Corp. together with its consolidated subsidiaries.
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information, this prospectus and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act and the Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.
There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:
| ● | our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses including changes in research and development, sales and marketing, and general and administrative expenses (including any components of the foregoing), and our ability to maintain future profitability; |
| ● | our plans to raise capital to fund our operations; |
| ● | our ability to continue as a going concern; |
| ● | our business plan and our ability to effectively manage our growth; |
| ● | our ability to compete with well-established competitors and new entrants; |
| ● | our ability to navigate the regulatory environment applicable to our operations and industry; |
| ● | our ability to begin manufacturing our vehicles at scale; |
| ● | our ability to attract and retain qualified employees and key personnel; |
| ● | our ability to execute our strategy; |
| ● | beliefs and objectives for future operations; |
| ● | our ability to maintain, protect, and enhance our brand and intellectual property; |
| ● | our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business; |
| ● | economic and industry trends, projected growth, or trend analysis; |
| ● | increased expenses associated with being a public company; |
| ● | our intended use of proceeds from sales of shares of our Class B common stock under this prospectus; |
| ● | the potential dilutive effect of shares of our Class B common stock sold pursuant to the Sales Agreement; |
| ● | the volatility of the trading price of our Class B common stock; and |
| ● | the factors listed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, our most recent Quarterly Reports on Form 10-Q, and other reports that we file with the SEC from time to time. |
We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. You should refer to the “Risk Factors” section of this prospectus and the documents we incorporate by reference for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus and the documents we incorporate by reference will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. You should, however, review the factors and risks and other information we describe in the reports we will file from time to time with the SEC after the date of this prospectus.
You should read this prospectus and the documents that we incorporate by reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the section entitled “Risk Factors” beginning on page 7, our consolidated financial statements and the related notes and the other information incorporated by reference into this prospectus before making an investment decision.
Company Overview
We are a Delaware public benefit corporation and development stage company focused on the development and commercialization of solar electric vehicles (SEVs). Our flagship vehicle, the Aptera, is a three-wheeled, two-passenger vehicle designed for efficiency and sustainability. We believe Aptera’s unique design, incorporating solar charging capabilities and aerodynamic efficiency, will offer a compelling alternative to conventional vehicles. We completed a direct listing of our Class B common stock on Nasdaq in October 2025.
Our Business Model
We intend to generate revenue primarily through the sale of our SEVs. Our current focus is on completing the development, validation, and commencing production of the Aptera. We have not commenced production or generated any revenue from the sale of our products. During the past three years, we engaged with strategic partners to supply validated production parts, and we are currently executing our validation vehicle program. We plan to offer various Aptera models with different features and price points. We may also explore other revenue streams in the future, such as providing charging infrastructure or developing related technologies.
The Aptera
The Aptera is designed to be a highly efficient vehicle, minimizing energy consumption through its aerodynamic design and lightweight construction. Its integrated solar panels are intended to supplement battery charging, potentially allowing drivers to travel significant distances using only solar power. The Aptera is designed to be a practical and sustainable transportation solution for daily commuting and other driving needs.
Competitive Advantages
We believe the Aptera offers several competitive advantages, including:
| ● | High Efficiency: The Aptera’s aerodynamic design and lightweight construction contribute to its high energy efficiency. |
| ● | Solar Charging: Integrated solar panels provide supplemental charging, potentially reducing reliance on traditional charging infrastructure. |
| ● | Unique Design: The Aptera’s distinctive three-wheeled design differentiates it from conventional vehicles. |
| ● | Sustainability: The Aptera’s electric powertrain and solar charging capabilities contribute to a reduced environmental footprint. |
Challenges
We face numerous challenges in developing and commercializing the Aptera, including:
| ● | Production: We have not yet commenced commercial production of the Aptera, and face risks associated with scaling production. |
| ● | Competition: The passenger vehicle industry is highly competitive, and we face competition from established automakers and other electric vehicle manufacturers. |
| ● | Technology: The development of advanced technologies, such as solar charging and battery systems, involves technical risks. |
| ● | Funding: We will require significant additional capital to fund our operations and achieve our business objectives. |
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Recent Developments
We have achieved several key operational and regulatory milestones, including the following:
| ● | Validation Vehicles: In May 2026, we drove the first five validation vehicles off our newly established low-volume validation assembly line at our Carlsbad facility. |
| ● | Solar Performance: In June 2026, during real-world validation testing, our solar electric vehicle achieved more than 4 kilowatt-hours of daily solar generation, exceeding our internal solar charging targets. |
| ● | EPA Certification: On June 18, 2026, we received a Certificate of Conformity from the U.S. Environmental Protection Agency for the 2026 Aptera Launch Edition, one of the two primary federal certifications required before a vehicle can be legally sold in the United States. The remaining federal requirement before we can begin customer deliveries is compliance with the Federal Motor Vehicle Safety Standards using vehicles built on our low-volume validation assembly line. |
| ● | Capital Raises: We have pursued multiple capital-raising strategies over the past year. In October 2025, we established an equity line of credit, which we drew on between mid-November 2025 and June 2026 to raise approximately $4.3 million. During the first quarter of 2026, we raised roughly $17.1 million in gross proceeds through a $9.0 million follow-on public offering in January 2026 and $8.1 million from warrant exercises, including a March 2026 warrant inducement transaction. On July 13, 2026, we closed another warrant inducement transaction, generating approximately $6.0 million in gross cash proceeds. |
| ● | Launch Strategic Partnership: On August 14, 2026, we entered into a Strategic Partnership Agreement with Shanghai Launch Automotive Technology Co., Ltd. (“Launch”) for manufacturing and contract engineering support, as described in work orders agreed upon by the parties from time to time. In consideration of Launch’s services, we agreed to pay Launch up to RMB 300,000,000, consisting of (i) two-thirds of each approved work order invoice payable in cash, up to RMB 200,000,000 in the aggregate, and (ii) one-third of each approved work order invoice payable through the issuance of warrants to purchase shares of our Class B common stock, up to RMB 100,000,000 in the aggregate. On the effective date of the agreement, we issued to Launch 3,369,629 warrants worth RMB 50,000,000, which are not exercisable upon issuance and become exercisable only as and to the extent they are credited against invoices approved by us. |
| ● | Revised Capital Plan: On October 1, 2026, we announced revised capital requirements, estimating approximately $25 million to reach start of production (down from $40 to $45 million previously estimated) and approximately $115 million for our full plan through high-volume production (down from $180 to $205 million previously estimated). These reductions primarily reflect anticipated benefits of our strategic partnership with Launch, including design-for-manufacturing refinements, expected access to Launch’s international supplier network, and a rebuilt bill of materials. We plan to begin building our first 40 production vehicles by the end of 2026 and to begin customer deliveries in early 2027, subject to timely financing. |
Corporate Information
Aptera Motors Corp. was formed on March 4, 2019, under the laws of the state of Delaware, and is a public benefit corporation in Delaware. Our headquarters are located in Carlsbad, California. Our website address is www.aptera.us. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus. Investors should not rely on any such information in deciding whether to purchase our securities.
Our Capital Structure
We have two classes of authorized common stock - Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except that our Class B common stock is non-voting and is not entitled to any votes on any matter that is submitted to a vote of our stockholders, except as required by Delaware law. Each share of Class A common stock is entitled to one vote and is convertible at any time into one share of Class B common stock. The Class B common stock has no voting rights, except as required by Delaware General Corporation Law (“DGCL”). However, upon and following the Final Conversion Date, defined as the date that no shares of Class A common stock remain outstanding, holders of Class B common stock will be entitled to one vote per share. 20,000,000 shares of Preferred Stock may be issued from time to time in one or more series by a resolution of the Board of Directors establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of each series. See “Description of Capital Stock - Common Stock - Voting Rights” and “Description of Capital Stock - Preferred Stock”.
Channels for Disclosure of Information
We intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.aptera.us), press releases, public conference calls, public webcasts, and our social media pages. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus. Investors should not rely on any such information in deciding whether to purchase our securities.
The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.
Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.
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Implications of Being an Emerging Growth Company
As a company with less than $1.235 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include, but are not limited to:
| ● | being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
| ● | an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
| ● | an exemption from the requirement that critical audit matters be discussed in our independent auditor’s reports on our audited financial statements or any other requirements that may be adopted by the Public Company Accounting Oversight Board unless the SEC determines that the application of such requirements to emerging growth companies is in the public interest; |
| ● | reduced disclosure obligations about our executive compensation arrangements; |
| ● | exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements; and |
| ● | extended transition periods for complying with new or revised accounting standards. |
We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (4) the last day of the fiscal year ending after the fifth anniversary of the date of our first public equity sale.
We may take advantage of these exemptions until such time as we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies that have adopted the new or revised accounting standards. It is possible that some investors will find our Class B common stock less attractive as a result, which may result in a less active trading market for our Class B common stock and higher volatility in the stock price of our Class B common stock.
Implications of Being a Smaller Reporting Company
We are also a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Exchange Act, meaning that our annual revenue was less than $100.0 million during the most recently completed fiscal year and the market value of our Class B common stock held by non-affiliates was less than $700.0 million measured on the last business day of our second fiscal quarter. Accordingly, we may provide certain reduced disclosures available to smaller reporting companies, and the information that we provide to our stockholders may be different than information you might receive from other public reporting companies.
We will qualify as a smaller reporting company until the fiscal year following the determination that the market value of our stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or if our annual revenues are less than $100 million during the most recently completed fiscal year, until the fiscal year following the determination that the market value of our stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.
We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced reporting requirements in future filings with the SEC. As a result, the information that we provide to our stockholders may be different from the information you receive from other public reporting companies.
Public Benefit Corporation Status
As a demonstration of our long-term commitment to promote solar mobility and to work towards positively impacting the communities in which we operate, we are treated as a public benefit corporation under Delaware law. As provided in the Amended & Restated Certificate of Incorporation (our “Amended Charter”), the public benefits that we promote, and pursuant to which we manage our Company, are to break the chains of energy dependence by championing solar mobility-liberating communities, restoring sustainability, and forging a future where power belongs to the people. Being a public benefit corporation underscores our commitment to our purpose and our stakeholders, including consumers and customers, communities, and stockholders. See the section titled “Description of Capital Stock-Public Benefit Corporation Status” for additional information.
Nasdaq Listing
Our Class B common stock is listed on Nasdaq under the symbol “SEV.”
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THE OFFERING
| Issuer | Aptera Motors Corp., a Delaware corporation. | |
| Class B common stock offered by us | Shares of our Class B common stock having an aggregate gross sales price of up to $19,000,000. | |
| Class B common stock to be outstanding following this Offering | Up to 38,545,447 shares of Class B common stock, including the sale of 9,595,959 shares of our Class B common stock, in this offering assuming the sale of $19,000,000 of shares of our Class B common stock in this offering at an assumed offering price of $1.98 per share, which was the last reported sale price of our Class B common stock on Nasdaq on September 28, 2026. The actual number of shares of our Class B common stock issued will vary depending on how many shares of our Class B common stock we choose to sell and the sale prices at which such sales occur. | |
| Manner of Offering | Sales of our Class B common stock, if any, will be made from time to time in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act to or through Cantor acting as the principal and/or the sole designated sales agent. Cantor will use commercially reasonable efforts to sell on our behalf all of the Class B common stock requested to be sold by us, consistent with its normal trading and sales practices. See “Plan of Distribution” beginning on page 11 of this prospectus. | |
| Use of Proceeds | We may use the net proceeds from the sale of shares of our Class B common stock, if any, for general corporate purposes, ongoing product validation and manufacturing readiness activities, including vehicle validation testing, advancement of design-for-manufacturability and production planning efforts, initiation of production supplier engagements, and commencement of long-lead tooling in support of our production plans. Our management will retain broad discretion over the allocation of the net proceeds from the sale of the shares of our Class B common stock offered by this prospectus. See “Use of Proceeds” beginning on page 9 of this prospectus. | |
| Risk Factors | See the section titled “Risk Factors” beginning on page 7 of this prospectus and in the documents incorporated herein by reference for a discussion of certain factors you should carefully consider before deciding to invest in shares of our Class B common stock. | |
| Nasdaq Symbol | Our Class B common stock is listed on Nasdaq under the symbol “SEV.” |
The number of shares of our Class B common stock expected to be outstanding immediately after this offering is based on 28,949,488 shares of our Class B common stock outstanding as of September 28, 2026, and excludes the following:
| ● | 7,027,668 shares of Class B common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $14.39; | |
| ● | 506,531 shares of Class B common stock issuable upon the vesting of outstanding restricted stock units; | |
| ● | 11,195,966 shares of Class B common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $3.46 per share, including 3,369,629 shares issuable upon exercise of warrants that become exercisable only as and to the extent credited against invoices approved by us under our Strategic Partnership Agreement; | |
| ● | 10,083,691 shares of Class B common stock available for future issuance under our 2025 Omnibus Equity Incentive Plan; and | |
| ● | 3,841,846 shares of Class B common stock issuable pursuant to our Share Purchase Agreement with New Circle Principal Investments LLC, dated October 13, 2025 (the “Equity Line of Credit”). |
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RISK FACTORS
Investing in our Class B common stock involves a high degree of risk. Before deciding to invest in our Class B common stock, you should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus and in the documents incorporated by reference herein, including the risks described in “Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the SEC, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. If any of these risks actually occur, our business, prospects, operating results and financial condition could suffer materially. In such event, the trading price of our Class B common stock could decline and you might lose all or part of your investment.
Risks Related to this Offering
Management will have broad discretion as to the allocation of the net proceeds from the sale of the shares of our Class B common stock offered by this prospectus, and we may not use the net proceeds effectively.
Because we have not designated the amount of net proceeds from the sale of the shares of our Class B common stock offered by this prospectus to be used for any particular purpose, our management will have broad discretion as to the allocation of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering. See “Use of Proceeds” beginning on page 9 of this prospectus. Our management may use the net proceeds, if any, for corporate purposes that may not improve our financial condition or market price of our Class B common stock.
You may experience immediate and substantial dilution in the net tangible book value per share of our Class B common stock you purchase.
The offering price per share of our Class B common stock in this offering may exceed the net tangible book value per share of our Class B common stock outstanding prior to this offering. Assuming that all of our Class B common stock in the aggregate amount of $19,000,000 is sold pursuant to this prospectus at a price of $1.98 per share, which was the last reported sale price of our Class B common stock on Nasdaq on September 28, 2026, after deducting estimated commissions and estimated aggregate offering expenses payable by us, you would experience immediate dilution of $1.07 per share, representing the difference between our as adjusted net tangible book value per share as of June 30, 2026 after giving effect to this offering and the assumed offering price.
You may experience future dilution as a result of future equity offerings.
In order to raise additional capital, we may in the future offer additional shares of our Class B common stock or other securities convertible into or exchangeable for our Class B common stock at prices that may not be the same as the price per share of our Class B common stock in this offering. We may sell shares of our Class B common stock or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares of our Class B common stock or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Class B common stock, or securities convertible into or exchangeable for our Class B common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
In addition, the sale of shares of our Class B common stock in this offering and any future sales of a substantial number of shares of our Class B common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Class B common stock. We cannot predict the effect, if any, that market sales of those shares of our Class B common stock, or the perception that those shares may be sold, will have on the market price of our Class B common stock.
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We plan to sell shares of our Class B common stock in “at the market offerings”, and investors who purchase shares of our Class B common stock at different times will likely pay different prices.
Investors who purchase shares of our Class B common stock in this offering at different times will likely pay different prices and may experience different outcomes in their investment results. We will have discretion, subject to the effect of market conditions, to vary the timing, prices and numbers of shares of our Class B common stock sold in this offering. Investors may experience a decline in the value of their shares of our Class B common stock. Many factors could have an impact on the market price of our Class B common stock, including the factors described above and those disclosed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated in subsequent reports filed with the SEC.
The sale or availability for sale of a substantial number of shares of our Class B common stock could adversely affect the market price of such shares.
Sales of a substantial number of shares of our Class B common stock in the public market, or the perception or indication that these sales could occur, could adversely affect the market price of such shares and could materially impair our ability to raise capital through equity offerings in the future or cause the trading price of our Class B common stock to decline. We are unable to predict what effect, if any, sales of securities in this offering or by our significant stockholders, directors or officers will have on the market price of our Class B common stock.
The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain.
Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver instructions to Cantor to sell shares of our Class B common stock at any time throughout the term of the Sales Agreement. The number of shares that are sold to or through Cantor after our instruction will fluctuate based on a number of factors, including the market price of our Class B common stock during the sales period, the limits we set with Cantor in any instruction to sell shares, and the demand for our Class B common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales.
We do not expect to pay dividends in the foreseeable future.
In the past, we have not paid dividends on our Common Stock. We do not currently intend to pay dividends on our Common Stock and we currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. In addition, the terms of future debt agreements may preclude us from paying dividends. As a result,
capital appreciation, if any, of our Common Stock may be your sole source of gain for the foreseeable future.
There is substantial doubt about our ability to continue as a going concern, and we will require additional capital beyond the proceeds of this offering.
As disclosed in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q incorporated by reference in this prospectus, our recurring losses and need for additional capital raise substantial doubt about our ability to continue as a going concern. The proceeds of this offering, if any, will not be sufficient to fund the commencement of production of our vehicles, and we will need to raise substantial additional capital through further equity or debt financings, strategic transactions or other sources, which may not be available on acceptable terms or at all. Any such financing may be dilutive to holders of our Class B common stock.
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USE OF PROCEEDS
We may issue and sell from time to time shares of our Class B common stock having an aggregate gross sales price of up to $19,000,000. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares of our Class B common stock under or fully utilize the Sales Agreement with Cantor as a source of financing.
We intend to use the net proceeds from this offering, if any, to support general corporate purposes, ongoing product validation and manufacturing readiness activities, including vehicle validation testing, advancement of design-for-manufacturability and production planning efforts, initiation of production supplier engagements, and commencement of long-lead tooling in support of our production plans.
This represents our best estimate of the manner in which we will use the net proceeds we receive from this offering based upon the current status of our business, but we have not reserved or allocated amounts for specific purposes and we cannot specify with certainty how or when we will use any of the net proceeds. Amounts and timing of our actual expenditures will depend on numerous factors. Our management will have broad discretion in applying the net proceeds from this offering.
Pending application of the net proceeds as described above, we intend to invest the proceeds to us in investment-grade, interest-bearing securities such as money market funds, certificates of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether the proceeds invested will yield a favorable, or any, return.
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DILUTION
If you invest in our Class B common stock, your interest will be diluted to the extent of the difference between the price per share you pay in this offering and the net tangible book value per share of our Class B common stock immediately after this offering. Our net tangible book value as of June 30, 2026 was approximately $24.4 million, or approximately $0.65 per share based upon 37,422,663 shares of Class A common stock and Class B common stock outstanding. Net tangible book value per share is equal to our total tangible assets, less our total liabilities, divided by the total number of shares outstanding as of June 30, 2026.
After giving effect to the sale of our Class B common stock in this offering in the aggregate amount of $19,000,000 at an assumed offering price of $1.98 per share, the last reported sale price of our Class B common stock on Nasdaq on September 28, 2026, and after deducting commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2026 would have been $42.7 million, or $0.91 per share. This represents an immediate increase in net tangible book value of $0.26 per share to our existing stockholders and an immediate dilution in net tangible book value of $1.07 per share to new investors in this offering.
The following table illustrates this calculation on a per share basis. The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering determined at the time shares of our Class B common stock are sold pursuant to this prospectus. The as adjusted information assumes that all of our Class B common stock in the aggregate amount of $19,000,000 is sold at the assumed offering price of $1.98 per share, the last reported sale price of our Class B common stock on Nasdaq on September 28, 2026. The shares sold in this offering, if any, will be sold from time to time at various prices.
| Assumed public offering price per share | $ | 1.98 | ||||||
| Net tangible book value per share as of June 30, 2026 | $ | 0.65 | ||||||
| Increase in net tangible book value per share attributable to this offering | $ | 0.26 | ||||||
| As adjusted net tangible book value per share after giving effect to this offering | $ | 0.91 | ||||||
| Dilution per share to new investors participating in this offering | $ | 1.07 |
The table and calculations above are based on 37,422,663 shares of our Class A common stock and Class B common stock outstanding as of June 30, 2026, and exclude the following:
| ● | 6,847,074 shares of Class B common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $14.84; | |
| ● | 637,895 shares of Class B common stock issuable upon the vesting of outstanding restricted stock units; | |
| ● | 6,386,337 shares of Class B common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $4.96 per share; | |
| ● | 10,428,023 shares of Class B common stock available for future issuance under our 2025 Omnibus Equity Incentive Plan; and | |
| ● | 4,301,846 shares of Class B common stock issuable pursuant to our Equity Line of Credit. |
An increase of $1.00 per share in the price at which the shares are sold from the assumed offering price of $1.98 per share shown in the table above would increase our adjusted net tangible book value per share after the offering to $0.97 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $2.01 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed offering price of $1.98 per share shown in the table above would decrease our adjusted net tangible book value per share after the offering to $0.75 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $0.23 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only.
To the extent that outstanding warrants and options are exercised or outstanding restricted stock units vest, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities may result in further dilution to our stockholders.
DIVIDEND POLICY
We have never declared or paid cash dividends on our capital stock. Our obligation to pay a dividend on our Class A common stock or Class B common stock is subject to our board of directors declaring such a payment. We are not obligated to pay any dividends on our Class A common stock or Class B common stock and we currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.
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PLAN OF DISTRIBUTION
We have entered into a Controlled Equity OfferingSM Sales Agreement, or the Sales Agreement, with Cantor Fitzgerald & Co., or Cantor. Pursuant to this prospectus, we may offer and sell shares of our Class B common stock having an aggregate gross sales price of up to $19,000,000 from time to time to or through Cantor acting as principal and/or the sales agent. A copy of the Sales Agreement has been filed as an exhibit to our registration statement on Form S-3 of which this prospectus forms a part.
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Cantor may sell shares of our Class B common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. We may instruct Cantor not to sell shares of our Class B common stock if the sales cannot be effected at or above the price designated by us from time to time. We or Cantor may suspend the offering of shares of our Class B common stock upon notice and subject to other conditions.
We will pay Cantor commissions, in cash, for its service in acting as agent in the sale of shares of our Class B common stock. Cantor will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold under the Sales Agreement. Because there is no minimum offering amount required as a condition of this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse Cantor for certain specified fees and expenses, including the fees and disbursements of its legal counsel in an amount not to exceed (a) $125,000 in connection with the execution of the Sales Agreement, (b) $25,000 per calendar quarter thereafter payable in connection with each representation date with respect to which the Company is obligated to deliver a certificate pursuant to the terms of the Sales Agreement, and (c) $40,000 for each program “refresh” (filing of a new registration statement, prospectus or prospectus supplement relating to the shares of Class B common stock and/or an amendment of the Sales Agreement) executed pursuant to the Sales Agreement.
Settlement for sales of shares of our Class B common stock will occur on the business day immediately following the date on which any sales are made, or on some other date that is agreed upon by us and Cantor in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our Class B common stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and Cantor may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
Cantor will use its commercially reasonable efforts, consistent with its sales and trading practices and applicable federal and state laws, rules and regulations and Nasdaq rules, to sell the shares of Class B common stock under the terms and subject to the conditions set forth in the Sales Agreement. In connection with the sale of the Class B common stock on our behalf, Cantor will be deemed to be an “underwriter” within the meaning of the Securities Act and Cantor’s compensation will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Cantor and specified other persons against certain civil liabilities, including liabilities under the Securities Act and the Exchange Act.
We will report in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q to be filed with the SEC from time to time the number of shares of our Class B common stock sold through Cantor under the Sales Agreement and the net proceeds to us in connection with such sales of shares of our Class B common stock.
The offering of shares of our Class B common stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein. We and Cantor may each terminate the Sales Agreement at any time upon ten days’ prior notice.
Cantor and its affiliates have provided and may in the future provide various investment banking, fiduciary and advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, Cantor will not engage in any market making activities involving our Class B common stock while the offering is ongoing under this prospectus.
In the ordinary course of their various business activities, Cantor and its affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. Cantor and its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
This prospectus and the accompanying prospectus may be made available in electronic format on a website maintained by Cantor, and Cantor may distribute this prospectus and the accompanying prospectus electronically.
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LEGAL MATTERS
Certain legal matters will be passed upon for us by Lowenstein Sandler LLP, New York, New York. Cantor is being represented in connection with this offering by DLA Piper LLP (US), New York, New York.
EXPERTS
The financial statements of Aptera Motors Corp. as of December 31, 2025 and 2024, and for the years then ended, appearing in Aptera Motors Corp.’s Annual Report on Form 10-K for the year ended December 31, 2025, have been audited by dbbmckennon, independent registered public accounting firm, as set forth in their report thereon and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report of dbbmckennon pertaining to such financial statements given on the authority of such firm as experts in auditing and accounting.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act for the securities being offered by this prospectus. This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement and the exhibits. For further information about us and the securities offered by this prospectus, you should refer to the registration statement and its exhibits. References in this prospectus to any of our contracts or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. SEC filings are also available to the public at the SEC’s website at www.sec.gov.
We are subject to the reporting and information requirements of the Exchange Act and, as a result, we file periodic and current reports, proxy statements and other information with the SEC. We make our periodic reports and other information filed with or furnished to the SEC, available, free of charge, through our website as soon as reasonably practicable after those reports and other information are filed with or furnished to the SEC. Additionally, these periodic reports, proxy statements and other information are available for inspection and copying at the public reference room and website of the SEC referred to above.
In addition, we maintain a website at the following address: https://aptera.us. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus. We also make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Exchange Act. These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In addition, we routinely post on the “Investors” page of our website news releases, announcements and other statements about our business and results of operations, some of which may contain information that may be deemed material to investors. Therefore, we encourage investors to monitor the “Investors” page of our website and review the information we post on that page.
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INCORPORATION OF DOCUMENTS BY REFERENCE
We have filed a registration statement on Form S-3 with the SEC under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus:
| ● | our Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 30, 2026; | |
| ● | our Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, filed on May 13, 2026 and August 12, 2026, respectively; | |
| ● | our Current Reports on Form 8-K, filed January 26, 2026, March 12, 2026, April 14, 2026, July 7, 2026, July 13, 2026, August 14, 2026, August 20, 2026 and October 1, 2026 (other than any portions deemed furnished and not filed); and | |
| ● | the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on September 30, 2025, including any amendments thereto or reports filed for the purposes of updating this description, including Exhibit 4.12 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026. |
We also incorporate by reference all additional documents that we file with the SEC under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, that are made after the initial filing date of the registration statement of which this prospectus is a part until the offering of the particular securities covered by a prospectus supplement or term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.
You may request, and we will provide you with, a copy of these filings, at no cost, by contacting us at:
Investor Relations Department
Aptera Motors Corp.
5818 El Camino Real
Carlsbad, California 92008
Telephone number: (858) 371-3151
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Up to $19,000,000
APTERA MOTORS CORP.
Class B Common Stock
Preliminary Prospectus
Cantor
, 2026
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, are estimated below:
| SEC registration fee | $ | 21,750 | ||
| FINRA filing fee | * | |||
| Legal fees and expenses | * | |||
| Accounting fees and expenses | * | |||
| Printing and engraving expenses | * | |||
| Miscellaneous expenses | * | |||
| Total | $ | * |
| * | These fees are calculated based on the number of issuances and the amount of securities offered and accordingly cannot be estimated at this time. An estimate of the aggregate expenses in connection with the sale of securities being offered will be included in the applicable prospectus supplement. |
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, or DGCL, authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.
As permitted by the DGCL, the registrant’s Amended Charter contains provisions that eliminate the personal liability of its directors and officers for monetary damages for any breach of fiduciary duties as a director or officer, as applicable, except liability for the following:
| ● | any breach of the director’s duty of loyalty to the registrant or its stockholders; |
| ● | acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
| ● | under Section 174 of the DGCL (regarding unlawful dividends and stock purchases); or |
| ● | any transaction from which the director derived an improper personal benefit. |
As permitted by the DGCL, the registrant’s Bylaws provide that:
| ● | the registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL, subject to very limited exceptions; |
| ● | the registrant may indemnify its other employees and agents as set forth in the DGCL; |
| ● | the registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and |
| ● | the rights conferred in the Bylaws are not exclusive. |
The indemnification provisions in the registrant’s Amended Charter and Bylaws may be sufficiently broad to permit indemnification of the registrant’s directors and executive officers for liabilities arising under the Securities Act.
We plan to enter into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.
| II-1 |
ITEM 16. EXHIBITS
| a) | Exhibits. |
Exhibit Number |
Exhibit Description | Form | Exhibit | Filing Date | ||||
| 1.1** | Form of Underwriting Agreement. | |||||||
| 1.2* | Controlled Equity OfferingSM Sales Agreement, by and between Aptera Motors Corp. and Cantor Fitzgerald & Co., dated October 1, 2026. | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation of Aptera Motors Corp. | 8-K | 3.1 | 10/1/2025 | ||||
| 3.2 | Amended and Restated Bylaws of Aptera Motors Corp. | 8-K | 3.2 | 10/1/2025 | ||||
| 4.1** | Form of Warrant Agreement, including form of Warrant. | |||||||
| 4.2** | Form of Unit Agreement. | |||||||
| 4.3** | Specimen Debt Security | |||||||
| 4.4* | Form of Senior Debt Indenture between Aptera Motors Corp. and the Trustee. | |||||||
| 4.5* | Form of Subordinated Debt Indenture between Aptera Motors Corp. and the Trustee. | |||||||
| 4.6* | Form of Senior Note (included in Exhibit 4.4) | |||||||
| 4.7* | Form of Subordinated Note (included in Exhibit 4.5) | |||||||
| 5.1* | Opinion of Lowenstein Sandler LLP | |||||||
| 23.1* | Consent of Independent Registered Public Accounting Firm | |||||||
| 23.2* | Consent of Lowenstein Sandler LLP (included in Exhibit 5.1) | |||||||
| 24.1* | Power of Attorney (included in the signature page hereto) | |||||||
| 25.1*** | Statement of Eligibility on Form T-1 of the Trustee for the Senior Debt Indenture. | |||||||
| 25.2*** | Statement of Eligibility on Form T-1 of the Trustee for the Subordinated Debt Indenture. | |||||||
| 107* | Filing Fee Table |
* Filed herewith.
** To be filed, if applicable, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
*** To be filed pursuant to Section 305 (b)(2) of the Trust Indenture Act of 1939, as amended.
| II-2 |
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date of such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
| II-3 |
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the forgoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of the Registration Statement on Form S-3 and has duly caused this Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, California, on the day of October 1, 2026.
| APTERA MOTORS CORP. | ||
| Date: October 1, 2026 | By: | /s/ Chris Anthony |
| Chris Anthony | ||
| Co-Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
We, the undersigned officers and directors of Aptera Motors Corp., hereby severally constitute and appoint Chris Anthony and Tom DaPolito, and each of them singly (with full power to each of them to act alone), to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Chris Anthony | Co-Chief Executive Officer | October 1, 2026 | ||
| Chris Anthony | (Principal Executive Officer) | |||
| /s/ Tom DaPolito | Interim Chief Financial Officer | October 1, 2026 | ||
| Tom DaPolito | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Steve Fambro | Co-Chief Executive Officer and Director | October 1, 2026 | ||
| Steve Fambro | ||||
| /s/ Tony Kirton | Chairman of the Board of Directors | October 1, 2026 | ||
| Tony Kirton | ||||
| /s/ Todd Butz | Director | October 1, 2026 | ||
| Todd Butz | ||||
| /s/ Wellington J. Reiter | Director | October 1, 2026 | ||
| Wellington J. Reiter |
| II-5 |