SecProbe.io

September 9, 2024
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp
Amendment No. 1 to Offering Statement on Form 1-A
Filed August 27, 2024
File No. 024-12455
Dear Chris Anthony:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our July 19, 2024 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Legal and Regulatory Environment, page 23
1.We note your revisions in response to prior comment 4 and that you experienced
production delays in the past due to, among other things, “certain regulatory requirements
that we must meet for our vehicle to obtain safety certifications.” Please revise to
elaborate on the effect of existing or probable governmental regulations (including
environmental regulation) that are reasonably likely to have a material impact on your
future financial performance. Refer to Item 7(a)(2) of Form 1-A (Part II).
The Company's Property, page 24
We note your revisions in response to prior comment 8 and that “[w]e plan [sic] produce
100 to 200 of our launch edition vehicles in 2025 if we are able to raise at least $60
million in 2024. If we raise less, it may take us longer to ramp up production. To reach
full production capacity of 20,000 vehicles per year by 2026, in addition to the factors 2.

September 9, 2024
Page 2
described above, we will need to raise approximately $200 million more.” Please revise to
disclose this in MD&A and revise your “Plan of Operations” on page 28 to disclose (i)
how much more capital the company must raise this year to meet its projected
timeline and (ii) include a statement indicating whether, in your opinion, the proceeds
from this offering will satisfy your cash requirements or whether you anticipate it will be
necessary to raise additional funds in the next six months to implement the plan of
operations. Refer to Item 9(c) of Form 1-A (Part II).
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
25
3.We note your revisions in response to prior comment 4 and that you experienced
production delays in the past due to, among other things, “supply chain issues and
disruptions, particularly during the time of the COVID pandemic and immediately
thereafter.” Please discuss whether supply chain disruptions materially affect your outlook
or business goals. Specify whether these challenges have materially impacted your results
of operations or capital resources and quantify, to the extent possible, how your liquidity
have been impacted.
Compensation of Directors and Executive Officers, page 30
4.We note your revisions in response to prior comment 12 and reissue in part. If applicable,
please address the part of that comment requesting information required by Item 11(d) of
Form 1-A (Part II) for your 2021 Stock Option and Incentive Plan.
General
5.We note your revisions in response to prior comment 5. Please revise your offering
statement to discuss your reliance on Rule 12g-6.
            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
cc:Jamie Ostrow