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July 13, 2023
Chris Anthony
Chief Executive Officer
Aptera Motors Corp
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp
Post-Qualification Amendment to Offering Statement on Form 1-A
Filed on June 14, 2023
File No. 024-11479
Dear Chris Anthony:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A POS filed on June 14, 2023
General
1.We note that you filed a Form D on June 30, 2023.  Please revise to include the
information required by Item 6 of Part I of Form 1-A.
2.We note that you will pay OpenDeal a non-cash commission in Class B Common Stock
equal to 2% of the total number of Class B Common Stock sold in the Offering. Please
clarify whether the total shares being qualified includes the non-cash commission of Class
B Common Stock.
Summary, page 2
3.We note in your disclosure that you list the minimum investment amount per investor as
$1,000. However in footnote 4 and disclosure on page 19, you disclose that the minimum
investment amount on Republic Platform is $210. We also note that you have filed two

 FirstName LastNameChris Anthony
 Comapany NameAptera Motors Corp
 July 13, 2023 Page 2
 FirstName LastNameChris Anthony
Aptera Motors Corp
July 13, 2023
Page 2
different subscription agreements reflecting different minimum investment amounts.
Please revise or advise.
Risk Factors
We face significant technological and legal barriers to entry., page 7
4.We note your disclosure that you do not have any prototypes and do not have a final
design, a manufacturing facility or manufacturing processes. However, you mention on
page F-6 that you have Beta and Gamma prototypes, and on page 26 disclose that you
have leased a facility for final vehicle assembly. Please reconcile these inconsistencies and
clearly disclose the current status of your manufacturing stage and whether you have
begun production of your vehicles.
The Company's Business, page 21
5.Please revise to disclose any material partnerships or agreements with suppliers or
manufacturers. In that regard, we note your public statements regarding your partnership
with an entity referred to as CPC.
The Company's Business, page 23
6.We note in your testing-the-waters materials filed as Exhibit 13.1 that you currently have
42,000 pre-orders which account for a potential revenue of $1.5 billion. Please disclose
your current pre-orders and any material terms and conditions, including whether deposits
have been made and the extent to which pre-orders are cancellable or refundable. Please
disclose the extent of any pre-order cancellations to date. Please disclose the timeline for
production and delivery of these pre-orders.
7.We note in your testing-the-waters materials filed as Exhibit 13.1 you state that sales will
be ramping up to 10,000 units per year and the potential market of 600,000 units per
year.  Please revise your disclosure to discuss your anticipated production. Please
discuss the material assumptions and limitations underlying this rate of production.
8.We note from your testing-the-waters material that you offer multiple incentives for
investment, including (1) the Aptera Accelerator Program granting the first 2,000
investors who invest over $10,000 the first 2,000 Aptera vehicles once available, (2)
investors who invest over $1,000 will receive a $100 coupon applicable toward a future
vehicle purchase and (3) investors who invest over $10,000 will receive a $100 coupon
and a 5% discount on a future vehicle purchase. Please revise to include disclosure about
the investor incentives in your offering circular.

            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 FirstName LastNameChris Anthony
 Comapany NameAptera Motors Corp
 July 13, 2023 Page 3
 FirstName LastName
Chris Anthony
Aptera Motors Corp
July 13, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jamie Ostrow