Correspondence 0001193125-23-208631 from Aptera Motors Corp (SEV)
Aptera Motors Corp
Date: Aug. 10, 2023 · CIK: 0001786471 · Accession: 0001193125-23-208631
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11479
Referenced dates: August 7, 2023
Letter
Office of Manufacturing Division of Corporation Finance Securities and Exchange Commission Post-Qualification Amendment to Offering Statement Form 1-A Filed June 14, 2023 File No. 024-11479
Re: Aptera Motors Corp.
Dear Ms. Sidwell and Ms. Timmons-Pierce:
We acknowledge receipt of the comments in the letter dated August 7, 2023 from the staff of the Division of Corporate Finance (the “Staff”) regarding the Offering Statement of Aptera Motors Corp. (the “Company”), which we have set out below, together with our responses.
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.
To date the Company has raised $542,378 in its Regulation D offering. The terms of the shares, including the share price are identical to those in the Regulation A offering. The company has updated the dilution table on Page 14, to reflect the issuance of the additional shares. In addition the Company has updated Part I as well as the “Liquidity and Capital Resources” section on page 29.
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.
Other than the minimum investment amount, regardless of the method used to purchase shares, through our platform and/or through the Republic platform, the terms of the offering for the investor are identical. The Company has updated the “Plan of Distribution” section to clarify the two methods to invest in our offering and to make clear that the terms of the offering and securities are identical other than the minimum offering amount.
Thank you again for the opportunity to respond to your questions to the Offering Statement of Aptera Motors Corp. If you have additional questions or comments, please contact me at jamie@crowdchecklaw.com.
Sincerely,
/s/ Jamie Ostrow
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CORRESP 1 filename1.htm CORRESP August 10, 2023 Sarah Sidwell Asia Timmons-Pierce Office of Manufacturing Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Aptera Motors Corp. Post-Qualification Amendment to Offering Statement Form 1-A Filed June 14, 2023 File No. 024-11479 Dear Ms. Sidwell and Ms. Timmons-Pierce: We acknowledge receipt of the comments in the letter dated August 7, 2023 from the staff of the Division of Corporate Finance (the “Staff”) regarding the Offering Statement of Aptera Motors Corp. (the “Company”), which we have set out below, together with our responses. 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. To date the Company has raised $542,378 in its Regulation D offering. The terms of the shares, including the share price are identical to those in the Regulation A offering. The company has updated the dilution table on Page 14, to reflect the issuance of the additional shares. In addition the Company has updated Part I as well as the “Liquidity and Capital Resources” section on page 29. 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. Other than the minimum investment amount, regardless of the method used to purchase shares, through our platform and/or through the Republic platform, the terms of the offering for the investor are identical. The Company has updated the “Plan of Distribution” section to clarify the two methods to invest in our offering and to make clear that the terms of the offering and securities are identical other than the minimum offering amount. Thank you again for the opportunity to respond to your questions to the Offering Statement of Aptera Motors Corp. If you have additional questions or comments, please contact me at jamie@crowdchecklaw.com. Sincerely, /s/ Jamie Ostrow Jamie Ostrow Partner CrowdCheck Law LLP cc: Chris Anthony Co-Chief Executive Officer Aptera Motors Corp.