SEC Comment Letter 0000000000-23-008533 to Aptera Motors Corp (SEV)
Aptera Motors Corp
Date: Aug. 7, 2023 · CIK: 0001786471 · Accession: 0000000000-23-008533
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11479
Letter
United States securities and exchange commission logo August 7, 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 July 20, 2023 File No. 024-11479 Dear Chris Anthony: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our July 13, 2023 letter. Amendment No. 1 to Form 1-A filed July 20, 2023 General 1.We note that you are conducting an offering under Rule 506(c) of Regulation D. Please disclose the amount raised to date and the potential dilutive effects of this offering. 2.We note your disclosure that the minimum investment amount made on the Republic Platform is $210 and $1,000 for all other investments. Please clarify whether the investment terms and securities being purchased through Republic Platform and other investments are identical. Please address any material risks. Please also advise how investors will be made aware of the two different investment opportunities. Please contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-
FirstName LastNameChris Anthony Comapany NameAptera Motors Corp August 7, 2023 Page 2 FirstName LastName Chris Anthony Aptera Motors Corp August 7, 2023 Page 2 3754 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Jamie Ostrow
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United States securities and exchange commission logo
August 7, 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 July 20, 2023
File No. 024-11479
Dear Chris Anthony:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our July 13, 2023 letter.
Amendment No. 1 to Form 1-A filed July 20, 2023
General
1.We note that you are conducting an offering under Rule 506(c) of Regulation D. Please
disclose the amount raised to date and the potential dilutive effects of this offering.
2.We note your disclosure that the minimum investment amount made on the Republic
Platform is $210 and $1,000 for all other investments. Please clarify whether the
investment terms and securities being purchased through Republic Platform and other
investments are identical. Please address any material risks. Please also advise how
investors will be made aware of the two different investment opportunities.
Please contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-
FirstName LastNameChris Anthony
Comapany NameAptera Motors Corp
August 7, 2023 Page 2
FirstName LastName
Chris Anthony
Aptera Motors Corp
August 7, 2023
Page 2
3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jamie Ostrow