SecProbe.io

July 19, 2024
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp
Offering Statement on Form 1-A
Filed June 20, 2024
File No. 024-12455
Dear Chris Anthony:
            We have reviewed your offering statement and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover page
1.Please provide the legend required by Rule 254(a) of Regulation A.
2.If the offering is intended to be a continuous offering within the meaning of Rule
251(d)(3)(i)(F) of Regulation A, please revise your offering circular to disclose that the
offering will commence within two calendar days after qualification.
3.We note your disclosure that “[h]olders of the Class A Common Stock will continue to
hold a majority of the voting power of all of the company’s equity stock at the conclusion
of this Offering and therefore control the board.” Please revise the cover page to identify
the controlling stockholder(s) and such stockholders’ total voting power.
Summary, page 2
We note your disclosure that you have not yet delivered any vehicles and that you now
intend to start deliveries on pre-orders in 2025. We also note that in your prior
disclosures, you estimated initial deliveries in 2021, which was delayed to 2022 and then
to 2024. Refer to your Form 1-A filed on April 30, 2021, Form 1-A POS filed on August 4.

July 19, 2024
Page 2
16, 2022, and Form 1-A POS filed on August 28, 2023. Please revise the offering circular
to discuss the reasons for the continued delay in the production and delivery of your
product. Additionally, as applicable, update your risk factors section.
5.We note the disclosure on page 28 that "[w]e are intending to register our shares under the
Exchange Act." Please revise to clarify whether you intend to become an Exchange Act
reporting company in connection with this offering.
The Company's Business, page 21
6.Please revise to describe the components of your “Enterprise Resource Planning and
Manufacturing Execution Systems.”
Suppliers, page 22
7.Please revise to disclose the material terms and the status of each agreement discussed in
this section. Additionally, if material, please file the agreement with Elaphe Propulsion
Technologies Ltd.
The Company's Property, page 24
8.We note that you (i) intend to use your facility in Carlsbad, California for the production
of solar panels, battery packs and final vehicle assembly, (ii) have 48,000 pre-orders, (iii)
estimate first deliveries on pre-orders in 2025 and (iv) anticipate producing 20,000
vehicles a year by 2026. Please revise to disclose (i) the current production capacity of
your Carlsbad facility, (ii) whether your Carlsbad facility can produce the quantity of
vehicles you anticipate producing in the future, (iii) the number of vehicles you anticipate
delivering in 2025 and (iv) the milestones you need to achieve to ramp production to
20,000 vehicles a year by 2026, including a discussion of the funding needed to start
production in 2025 and ramp production in 2026.

Liquidity and Capital Resources, page 27
9.We note your cross reference on page 6 to a section titled, “Plan of Operation,” however,
this section does not appear. Please revise to discuss your plan of operation for the 12
months following the commencement of the offering. Refer to Item 9(c) of Form 1-A
(Part II).
10.We note your disclosure that you were approved for a $21.9 million grant from the
California Energy Commission. We also note your disclosure that the grant is contingent
on achieving certain milestones. Please revise to describe the material milestones and the
current status of your business in achieving these milestones.
Trend Information, page 28
11.We note your disclosure that “[i]n 2024, Aptera Motors expanded its market reach by
entering the United Arab Emirates.” Please revise to clarify how the company has entered
into the United Arab Emirates.
Compensation of Directors and Executive Officers, page 30
We note your 2021 Stock Option and Incentive Plan and that Sarah Hardwick served as 12.

July 19, 2024
Page 3
your chief marketing officer in 2023. Please revise to provide the information required
by Items 11(a) and (d) of Form 1-A (Part II).
Securities Being Offered
Voting Rights, page 33
13.We note your disclosure that holders of your Class B Common Stock may vote on certain
matters as required by Delaware law. Please revise to disclose the number of votes
required for approval of such matters and whether the holders of Class A and Class B
Common Stock would vote separately or together as a combined class on each matter.
Additionally, revise to ensure that the voting rights of each class of common stock and
preferred stock are disclosed in this section.
Exhibit 1.1 Broker Dealer Agreement, page III-1
14.We note the indication in your exhibit index that information was omitted from this
exhibit. It appears, however, that no omissions were made. Please revise or advise.
            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.
            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 Andi Carpenter at 202-551-3645 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing