SecProbe.io

CORRESP
1
filename1.htm

August
27, 2024

Jenny
O’Shanick

Evan
Ewing

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

Washington
DC 20549

    Re:
    Aptera
    Motors Corp.

    Offering
    Statement on Form 1-A

    Filed
    on June 20, 2024

    File
    No. 024-12455

Dear
Ms. O’Shanick and Mr. Ewing:

We
acknowledge receipt of the comments in the letter dated July 19, 2024 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.

Offering Statement on Form 1-A

Cover
page

    1.
    Please
    provide the legend required by Rule 254(a) of Regulation A.

The
Company has revised the Offering Statement to include 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.

The
Company has revised the Offering Statement 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.

The
Company has revised the Cover Page to identify the controlling stockholders and such stockholders’ total voting power.

Summary,
page 2

    4.
    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 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.

The
Company has revised the Offering Circular in the Management’s Discussion and Analysis of Financial Condition and Results of Operations
section to discuss the reasons for the continued delay in the production and delivery of your product. In addition, the Company has also
updated the 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 has revised the Offering Circular to clarify that it does not intend to become an Exchange Act reporting company in connection
with this offering. Please see our revised disclosure. The Company notes that it has been relying on Rule 12g-6 with respect to assessing
its obligations under Section 12(g) under the Exchange Act, which includes a two-year transition period. The Company had over $25 million
in assets as of December 31, 2022. The Company will reassess its obligations at the end of the current fiscal year.

The
Company’s Business, page 21

    6.
    Please
    revise to describe the components of your “Enterprise Resource Planning and Manufacturing Execution Systems.”

The
Company has revised the Offering Circular to describe the components of its “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 has revised to disclose the material terms and status of the agreement with Chery. The Company no longer has an agreement with
Elaphe Propulsion Technologies Ltd. and has updated its disclosure. The Company does not consider the additional agreements it described
to be material contracts as such are non-binding and the terms are subject to change.

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.

The
Company has revised disclosure in the “The Company’s Property”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations– Plan of Operation” and “—Trend Information”.

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).

The
Company has updated its disclosure on page 28.

    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.

The
Company has revised the Offering Circular on page 27.

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.

The
Company has revised the Offering Circular to remove all references to the United Arab Emirates.

Compensation
of Directors and Executive Officers, page 30

    12.
    We
    note your 2021 Stock Option and Incentive Plan and that Sarah Hardwick served as 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).

The
Company has revised its disclosure on page 30.

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.

The
Company has updated the Offering Circular to clarify the voting rights of each class of common and preferred stock.

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.

The
Company has updated its exhibit index.

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,
Chief Executive Officer, Aptera Motors Corp.