SecProbe.io

CORRESP
 1
 filename1.htm

 April
16, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Aptera
 Motors Corp. (the "Company")

 Registration
 Statement on Form S-1 (File No. 333-294942)

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement on Form S-1, as amended (the "Registration Statement") be declared effective by the Securities and Exchange Commission
at 5:00 p.m., Eastern Time, on Monday, April 20, 2026 or as soon as practicable thereafter.

 The
Company hereby authorizes Daniel Forman of Lowenstein Sandler LLP, the Company's outside legal counsel, to orally modify or withdraw
this request for acceleration.

 Please
call Mr. Forman of Lowenstein Sandler LLP at (212) 419-5904 to confirm the effectiveness of the Registration Statement or with any questions.

 Very
 truly yours,

 APTERA
 MOTORS CORP.

 By:

 /s/
 Tom DaPolito

 Tom
 DaPolito

 Interim
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 13, 2026

Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp
5818 El Camino Real
Carlsbad, California 92008

 Re: Aptera Motors Corp
 Registration Statement on Form S-1
 Filed on April 9, 2026
 File No. 333-294942
Dear Chris Anthony:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 September 30, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re: Aptera Motors Corp. (the " Company ")

 Registration Statement on Form S-1

 File No. 333-289898

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:00 PM ET on Tuesday, September 30, 2025, or as soon thereafter as is practicable.

 Very truly yours,

 APTERA MOTORS CORP.

 By:
 /s/ Chris
 Anthony

 Name:
 Chris Anthony

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 August
29, 2025

 Jenny
O'Shanick

 Jay
Ingram

 Office
of Manufacturing

 Division
of Corporation Finance

 Securities
and Exchange Commission

 Washington
DC 20549

 Re:
 Aptera
 Motors Corp.

 Registration
 Statement on Form S-1

 Filed
 August 27, 2025

 File
 Number 333-289898

 Dear
Ms. O'Shanick and Mr. Ingram:

 We
acknowledge receipt of the comments in the letter dated August 28, 2025 from the staff of the Division of Corporate Finance (the " Staff ")
regarding the Registration Statement on Form S-1 of Aptera Motors Corp. (the " Company "), which we have set out below,
together with our responses.

 Registration
Statement on Form S-1

 Exhibit
23.1

 Consent
of Independent Registered Public Accounting Firm, page II-3

 1.
 Please
 revise the reference to the auditor report to include the reverse stock split described in note 2 and 13 of the audited financial
 statements.

 The
Company has filed an amended Exhibit 23.1 that contains a revised reference to the auditor report that includes the reverse stock split
described in note 2 and 13 of the audited financial statements.

 Thank
you again for the opportunity to respond to your questions to the Registration Statement of Aptera Motors Corp. If you have additional
questions or comments, please contact me at geoffrey@crowdchecklaw.com.

 Sincerely,

 /s/
 Geoffrey Ashburne

 Geoffrey
 Ashburne

 Counsel

 CrowdCheck
 Law LLP

 cc:
 Chris
 Anthony, Co-Chief Executive Officer, Aptera Motors Corp.

August 28, 2025
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp.
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp.
Registration Statement on Form S-1
Filed August 27, 2025
File Number 333-289898
Dear Chris Anthony:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration 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 registration 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 August 26, 2025 letter.
Registration Statement on Form S-1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm, page II-3
1.Please revise the reference to the auditor report to include the reverse stock split
described in note 2 and 13 of the audited financial statements.

August 28, 2025
Page 2
            Please contact Andi Carpenter at 202-551-3645 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Jamie Ostrow

CORRESP
 1
 filename1.htm

 August
27, 2025

 Jenny
O'Shanick

 Jay
Ingram

 Office
of Manufacturing

 Division
of Corporation Finance

 Securities
and Exchange Commission

 Washington
DC 20549

 Re:
 Aptera
 Motors Corp.

 Amendment
 No. 4 to Draft Registration Statement on Form S-1

 Submitted
 August 12, 2025

 CIK
 No. 0001786471

 Dear
Ms. O'Shanick and Mr. Ingram:

 We
acknowledge receipt of the comments in the letter dated August 26, 2025 from the staff of the Division of Corporate Finance (the " Staff ")
regarding Amendment No. 4 to the Draft Registration Statement on Form S-1 of Aptera Motors Corp. (the " Company "),
which we have set out below, together with our responses.

 Amendment
No. 4 to Draft Registration Statement on Form S-1

 Management,
page 44

 1.
 We
 note revised disclosure that Tom DaPolito is expected to serve as your interim chief financial officer upon the successful listing
 of your shares on Nasdaq, and it does not appear that this individual is expected to serve as your director. However, we note that
 you included a consent of director nominee, who will be appointed to your board of directors upon the effectiveness of the registration
 statement pursuant to Rule 438, as Exhibit 99.3 on page II-3. Please advise, or revise.

 The
Company has removed Exhibit 99.3, as Mr. DaPolito is not a director nominee.

 2.
 We
 note that your board of directors will be composed of four members, and Todd Butz and Tony Kirton are independent director nominees.
 We also note revised disclosures that these individuals will serve on your audit committee. In light of the disclosure on page 45
 that Nasdaq requires a majority of your board of directors to be composed of independent directors and that three independent members
 are required to serve on the audit committee, please disclose any plans to appoint another independent director prior to listing
 on Nasdaq, and material related risks.

 The
Company has revised the registration statement to disclose its plans to appoint another independent director, as well as to disclose
material related risks to appointing another independent director.

 August
27, 2025

 Page
2

 General

 3.
 Please
 revise to update your disclosures throughout the filing and address areas that appear to
 need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure
 should be updated are as follows:

 ●
 Refer to footnotes 1 in the tables on pages 49 and 55. These do not appear in the prospectus. Please
 revise.

 ●
 Refer to footnote (***) in the table on page 59. This does not appear in the prospectus. Please revise.

 ●
 Refer to your revised intellectual property portfolio on page 43, which appears inconsistent with the
 disclosure on page 11. Please revise.

 The
Company has revised the registration statement to address the inconsistencies noted by the Staff.

 Thank
you again for the opportunity to respond to your questions to the Registration 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.

August 26, 2025
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp.
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted August 12, 2025
CIK No. 0001786471
Dear Chris Anthony:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submission(s) on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form S-1
Management, page 44
1.We note revised disclosure that Tom DaPolito is expected to serve as your interim
chief financial officer upon the successful listing of your shares on Nasdaq, and it
does not appear that this individual is expected to serve as your director. However, we
note that you included a consent of director nominee, who will be appointed to your
board of directors upon the effectiveness of the registration statement pursuant to Rule
438, as Exhibit 99.3 on page II-3. Please advise, or revise.
We note that your board of directors will be composed of four members, and Todd
Butz and Tony Kirton are independent director nominees. We also note revised
disclosures that these individuals will serve on your audit committee. In light of the 2.

August 26, 2025
Page 2
disclosure on page 45 that Nasdaq requires a majority of your board of directors to be
composed of independent directors and that three independent members are required
to serve on the audit committee, please disclose any plans to appoint another
independent director prior to listing on Nasdaq, and material related risks.
General
3.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of
areas where disclosure should be updated are as follows:
•Refer to footnotes 1 in the tables on pages 49 and 55. These do not appear in the
prospectus. Please revise.
•Refer to footnote (***) in the table on page 59. This does not appear in the
prospectus. Please revise.
•Refer to your revised intellectual property portfolio on page 43, which appears
inconsistent with the disclosure on page 11. Please revise.
            Please contact Andi Carpenter at 202-551-3645 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Jamie Ostrow

June 18, 2025
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp.
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted June 5, 2025
CIK No. 0001786471
Dear Chris Anthony:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our May 16, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Cover Page
1.We note your revisions in response to prior comment 3 and reissue in part. Please
revise the cover page to clearly describe the circumstances or events in which the
conversion of Class A common stock and Series B-1 preferred stock is mandatory or
optional, as well as exceptions to provisions requiring mandatory conversion of shares
upon their transfer.
We note your disclosure that “[e]ach holder of Series B-1 preferred stock is entitled to
one vote for each share of Class B common stock issuable upon conversion of the
Series B-1 preferred stock at the then-effective conversion rate.” This appears 2.

June 18, 2025
Page 2
inconsistent with your other disclosures that your Class B common stock and Series
B-1 preferred stock, which converts into Class B common stock, are not entitled to
vote. Please revise to clarify.
Risk Factors
Risk Related to Our Business
Aptera depends on a small management team and may need to hire more people to be
successful., page 13
3.We note your revised disclosure that you expect to enter into employment agreements
with your executive officers in connection with your listing on Nasdaq. Please revise
the filing to describe the material terms of these agreements and file the exhibits.
Refer to Items 402(o) and 601(b)(10) of Regulation S-K.
Risks Related to Ownership of our Class B Common Stock
Our restated certificate of incorporation will contain exclusive forum provisions for certain
claims..., page 16
4.We note your revisions in response to prior comment 9 and reissue in part. You
disclose in Exhibit 3.3, Article XIV that “[u]nless the Corporation consents in writing
to the selection of an alternative forum, the federal district courts of the United States
of America shall be the exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act, or any successor thereto or, to the
fullest extent permitted by law, under the Exchange Act, or any successor thereto.”
Please tell us how the first part of this sentence is consistent with your disclosure on
page 16 that the exclusive forum provisions do not apply to actions arising under the
Securities Act or the Exchange Act, or revise. Further, please revise to clarify what
“any successor thereto” means.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 29
5.We note your revisions in response to prior comment 6 and that you expect your high-
volume production to be 20,000 cars per year, which you expect that your current
facility can produce. However, you disclose on page 43 that your current facility,
“once fully equipped and operational, will be suitable for commencing low-volume
production and meeting our initial market demand” and that to meet your “longer-
term production targets,” you anticipate that you “will require additional
manufacturing capacity.” Please revise to reconcile these apparent inconsistencies.
Further, we note your disclosure that you consulted with “lean manufacturing
consultants” to anticipate your annual production rate. Please revise to elaborate on
who these parties are.
Liquidity and Capital Resources, page 35
We note your disclosure that you anticipate receiving “an estimated $6 million in
calendar year 2025 and $14 million in calendar year [sic]” under your CEC grant,
subject to meeting certain milestones. However, we note your other disclosure on
page 36 that CEC approved a time extension on your near-term milestones and your
new milestones are “to manufacture and sale [sic] 50 vehicles by February 2026 and 6.

June 18, 2025
Page 3
500 vehicles by October 2026.” Please revise to reconcile these apparent
inconsistencies.
7.We note your revisions in response to prior comment 11 and reissue in part. Please
revise to describe all long-term cash requirements ( i.e., beyond the next 12 months).
Refer to Item 303(b)(1) of Regulation S-K.
Principal and Registered Stockholders, page 55
8.We note your revisions in response to prior comment 19. Please revise the following
to address areas that appear to present inconsistencies, or advise:
•Refer to the Class B column. It appears that the percentages total 103%, instead of
100%.
•Refer to the “Non-Executive and Non-Director Vendors and Services Providers”
row. It appears that the Shares of Class B Common Stock Registered column
should total 6,601,642 instead of 6,888,642.
•Refer to the “All Other Registered Stockholders” row. It appears that the Shares
of Class B Common Stock Registered column should total 28,542,276 instead of
29,282,319.
•Refer to footnote (9), which does not appear.
•You disclose on page F-33 that you issued 434,782 shares of Class B common
stock to Chery Automobile Co. Ltd. However, this table does not include this
entity.
9.We note that certain registered stockholders are not natural persons. We also note
cross-references to the Management and Certain Relationships and Related Party
Transactions sections on page 54 regarding material relationships that you had with
the registered stockholders. Please revise to cross-reference the description of your
warrants and license agreement with Chery, as appropriate. Further, please revise to
disclose the Item 507 information about any persons (entities or natural persons) who
have control over the selling entity and who have had a material relationship with the
registrant or any of its predecessors or affiliates within the past three years. In such
case, your disclosure must identify each such person and describe the nature of any
relationships. See Question 140.02 of the Division of Corporation Finance’s
Compliance & Disclosure Interpretations on Regulation S-K.
Plan of Distribution, page 68
10.Please revise to disclose sales prices in recent private transactions (including high and
low sales prices), if applicable, and that such recent sales prices may bear little or no
relation to the trading price at or subsequent to the opening of trading on Nasdaq.
Update the Sale Price History of our Capital Stock section, as appropriate.
Part II Information Not Required in Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-2
We note your revisions in response to prior comment 20. Please revise to name the
persons or identify the class of persons to whom the securities were sold. Refer to
Item 701(b) of Regulation S-K. Further, we note that you deleted the sales of 11.

June 18, 2025
Page 4
securities pursuant to Rule 701. However, we note disclosure on page F-38 that you
granted stock options pursuant to your 2021 Stock Option and Incentive Plan within
the past three years. In addition, you disclose on page F-17 that you issued shares of
Class B common stock to Chery Automobile Co. Ltd.; however, this entity does not
appear. Finally, you disclose on page F-35 that you issued warrants to service
providers to purchase shares of Class B common stock; however, these warrants are
not described. Please revise to clarify.
Item 16. Exhibits and Financial Statement Schedules, page II-3
12.We note that you filed Exhibits 4.2 through 4.4 in response to prior comment 23.
Please file the final warrants. Currently, these exhibits are undated and have numerous
blanks/brackets.
            Please contact Andi Carpenter at 202-551-3645 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Jamie Ostrow

May 16, 2025
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp.
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 24, 2025
CIK No. 0001786471
Dear Chris Anthony:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.Please revise the cover page to clearly explain how the opening price will be
determined, including the financial advisor’s role in that process, and update your
Risk Factors section to discuss the related risks.
2.We note your disclosure that you are registering only the resale shares of Class B
common stock and will not receive any proceeds from the sale of such shares.
However, this appears inconsistent with your disclosure on page 15 regarding the “net
proceeds of this Offering.” Please advise or revise.
We note your disclosure on page 60 that “any outstanding shares of our Series B-1
Preferred Stock and Class A Common Stock are only registered hereunder if they are 3.

May 16, 2025
Page 2
subsequently converted into Class B common stock.” Please disclose this on the cover
page. Further, please revise to clearly describe the circumstances or events in which
the conversion of Class A common stock and Series B-1 preferred stock is mandatory
or optional, as well as exceptions to provisions requiring mandatory conversion of
shares upon their transfer. Finally, we note your disclosure on page 58 that your Series
B-1 preferred stock is automatically convertible into Class B common stock upon,
among others, a “vote or written consent or agreement of the holders of a majority of
the then outstanding shares” of the holders. Please advise if you expect this automatic
conversion to take place in connection with this offering.
4.Please revise the cover page to disclose that (1) the company elected to be treated as a
public benefit corporation under Delaware law and (2) as a public benefit corporation,
the company's duty to balance a variety of interests may result in actions that do not
maximize shareholder value.
Prospectus Summary, page 1
5.Please revise this and the Risk Factors sections to describe your capital structure,
including the different authorized classes of common stock. Further, revise this
section to describe the nature of the disparate voting rights, including the number of
votes per share to which each class of common stock is entitled.
Risk Factors
Risk Related to Our Business
We face significant technological and legal barriers to entry., page 10
6.We note your disclosures that you experienced several delays in your production
timeline, including that you originally anticipated that production would begin in
2021. We also note your other disclosure on page 29 that most recently you
“anticipated commencing low-volume production of [y]our vehicles in 2025 and
achieving a production rate of 20,000 cars per year by the end of 2026,” but now the
exact timing of commencing production remains uncertain. Finally, refer to your
disclosure on page 30 that you still anticipate a “production rate of 20,000 vehicles
per year.”  Please revise the filing to discuss the bases for this expected production
timeline and for your current or near-term operational capabilities.
Risks Related to Our Existence as Public Benefit Corporation
As a public benefit corporation, we may be subject to increased derivative litigation
concerning..., page 15
7.You disclose that stockholders of a Delaware public benefit corporation may file a
derivative lawsuit. If true, please also clarify that such derivative actions under
Section 367 of the DGCL would be subject to your exclusive forum provision
requiring derivative lawsuits to be heard in the Delaware Chancery Court or, if such
court does not have subject matter jurisdiction thereof, the federal district court of the
State of Delaware.
Risks Related to our Securities, page 15
Please add risk factor disclosure to discuss (i) the uncertainty associated with the fact
that few companies have undertaken direct listings to date and (ii) any impact of the 8.

May 16, 2025
Page 3
company’s brand and consumer recognition on the demand for shares. Further, please
include a risk factor to discuss the differences the tracing requirement could pose to
securities liability challenges brought under Sections 11 and 12 of the Securities Act
for a direct listing versus a traditional IPO and the impact that it would have on the
company and potential investors, including that securities liability may be unavailable
in certain circumstances.
Our restated certificate of incorporation and our restated bylaws will contain exclusive forum
provisions..., page 16
9.Please revise to describe your exclusive forum provision in the Description of Capital
Stock section. We also note your disclosure that your First Amended and Restated
Bylaws will contain exclusive forum provisions. However, this does not seem to
appear. Please advise or revise. Finally, we note that the exclusive forum provisions
do not apply to actions arising under the Securities Act or the Exchange Act. Please
ensure that the exclusive forum provision in the governing documents states this
clearly.
The registration and listing of our Class B common stock differs significantly from an
underwritten initial public offering., page 18
10.We note several statements here and elsewhere throughout your prospectus that there
“will be no underwriters.” Please note that whether the financial advisors would be
considered statutory underwriters requires an analysis of the facts and circumstances.
Therefore, please revise all of these references that imply the absence of underwriters,
or that your financial advisors are not considered underwriters, to clarify instead that
the direct listing does not involve a firm commitment underwriting.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 33
11.Please revise to describe all material cash requirements, including short-term and
long-term requirements. Refer to Item 303(b)(1) of Regulation S-K.
Business, page 37
12.Please revise this section to provide the information required by Item 102 of
Regulation S-K.
Intellectual Property, page 41
13.Please describe the duration of your patents. Refer to Item 101(h)(4)(vii) of
Regulation S-K. Further, we note your disclosure here that you have 52 patent
applications pending. This appears inconsistent with your other disclosure on page 11
that you have 94 pending patent applications. Please revise to clarify.
Legal and Regulatory Environment, page 41
14.We note your disclosure on page 29 that you “must meet all necessary safety and
regulatory requirements to obtain certifications for our vehicles.” Please describe the
status of the approval within the government approval process. Refer to Item
101(h)(4)(viii) of Regulation S-K.

May 16, 2025
Page 4
Management, page 42
15.We note your disclosure on page 47 that you included Blake Ryan and Akos Feher as
named executive officers for the year ended December 31, 2024. Please revise this
and the Principal and Registered Stockholders sections to provide Items 401 and 403
of Regulation S-K information for these executive officers, or revise the filing to
clarify their roles.
16.Please briefly discuss the specific experience, qualifications, attributes or skills that
led to the conclusion that the directors listed in this section should serve as your
director. Refer to Item 401(e) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 51
17.Please revise to discuss your related party transaction as disclosed on page F-23.
Principal and Registered Stockholders, page 52
18.We note your statement that you "will have no input if and when any registered
stockholder may, or may not, elect to sell their shares of common stock or the prices
at which any such sales may occur." Qualify this statement with disclosure about how
the company will facilitate immediate sales of common stock on behalf of the
registered stockholders who exercise outstanding options and outstanding warrants.
19.Please revise the table on page 53 to identify each potential selling stockholder. In this
regard, we note your disclosures on pages II-2, F-17 and F-23 regarding the various
holders of your Class B common stock.
Part II Information Not Required in Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-2
20.Please revise to comply with Item 701 of Regulation S-K.
Item 16. Exhibits and Financial Statement Schedules, page II-3
21.Please revise your exhibit index and file the following:
•Exhibit 21 Subsidiaries of the registrant;
•Exhibit 23.2 Consent of your independent registered public accounting firm; and
•Consent of each director nominee who will be appointed to your board of
directors upon the effectiveness of the registration statement. Refer to Rule 438 of
the Securities Act.
General
22.We note your disclosure that Chris Anthony, Steve Fambro, and your 5% stockholders
will exercise a significant majority of the voting power. Please tell us whether you
will be a controlled company under applicable exchange listing standards, and, if so,
please include appropriate disclosures in your prospectus.
Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of
areas where disclosure should be updated are as follows:23.

May 16, 2025
Page 5
•Refer to the tables on pages 31 and 32. It appears the numeric values should be
presented as “in thousands.” Please advise or revise.
•We note your disclosure on page 34 regarding forms of warrants, filed as Exhibits
3.1 and 3.2. However, these are not filed. Please advise or file the agreements.
•Refer to page 42, and your disclosure pursuant to Item 10(d) of Form 1-A. Please
revise to provide the information required by Item 401(f) of Regulation S-K.
•Please revise your Executive Compensation section to describe the material terms
of your stock option agreements with your executive officers, filed as Exhibits
10.4 and 10.5.
•We note your disclosure on page 49 that for the year ended December 31, 2024,
you had one non-employee director. This appears inconsistent with your other
disclosure on page 46 that you did not have any non-employee directors. Please
revise to clarify.
•Refer to your cross-references titled “The Company’s Business— Legal
Environment” and “Risk Factors—Risks Related to the Ownership of Our Class B
Common Stock” on pages 12 and 67, respectively. These do not appear in the
prospectus. Please revise.
•Refer to footnote (4) on page 53, which states that Chris Anthony and Steve
Fambro each beneficially own “540,000 shares underlying options to purchase
Class B common stock that are exercisable at any time.” This appears inconsistent
with their option ownership as disclosed in the Outstanding Equity Awards at
Fiscal Year-End table on page 48. Please advise or revise.
•Refer to your Signatures section, and your disclosure that “[t]his offering
statement has been signed by the following persons in the capacities and on the
dates indicated.” Please revise to comply with Form S-1.
24.Supplementally provide us with copies of your agreements with your financial
advisor(s).
25.Refer to the “Investment FAQ – Share Management – Can I sell or transfer my
shares” page on your website, which states that “If Aptera goes public by listing its
shares on a stock exchange such as NASDAQ or NYSE, you may sell your shares on
the open market.” Please revise this FAQ to clearly state that if you do not register in
this offering the Class B Common Stock sold in your Regulation A offering, those
investors should not sell their Class B Common Stock in the open market but rather
should follow procedures for a private sale.
26.Refer to the “FAQ – When will Aptera begin delivering vehicles” page on your
website, which states that “Aptera aims to begin low-volume production in 2025”
with the goal “to produce up to 20,000 units annually by 2027.” This appears
inconsistent with your disclosures in this filing. Please revise this FAQ.

May 16, 2025
Page 6
            Please contact Andi Carpenter at 202-551-3645 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Jamie Ostrow

CORRESP
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filename1.htm

Jenny
O’Shanick

Evan
Ewing

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

Washington
DC 20549

November
21, 2024

  Re:
  Aptera Motors Corp.

  Offering
Statement on Form 1-A

  File
No. 024-12455

Dear
Ms. O’Shanick and Mr. Ewing:

On
behalf of Aptera Motors Corp. (the “Company”), I hereby request qualification of the above-referenced offering statement
at 9:00 a.m., Eastern Time, on Monday, November 25, 2024, or as soon thereafter as is practicable.

Sincerely,

  /s/
  Chris Anthony

  Chris
Anthony, Co-Chief Executive Officer

CORRESP
1
filename1.htm

October
18, 2024

Jenny
O’Shanick

Evan
Ewing

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

Washington
DC 20549

    Re:

    Aptera
    Motors Corp.

    Amendment
    No. 1 to Offering Statement on Form 1-A

    Filed
    on August 27, 2024

    File
    No. 024-12455

Dear
Ms. O’Shanick and Mr. Ewing:

We
acknowledge receipt of the comments in the letter dated September 9, 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.

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 has provided additional disclosure on page 23 under the heading “Regulatory Environment”.

The
Company’s Property, page 24

    2.
    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 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).

The
Company has provided additional disclosure on pages 28 and 29.

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.

The
Company has revised its disclosure as requested by the Staff.

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.

The
Company has updated Item 11 to clarify that no directors or executive officers received any equity compensation for the fiscal year
ended December 31, 2023.

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.

The
Company revised the offering statement to discuss its reliance on Rule 12g-6 on page 29.

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.

    2

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

CORRESP
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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.

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

CORRESP
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CORRESP

 Office of Manufacturing

Division of Corporation Finance

 Securities and Exchange
Commission

 Washington DC 20549

 Attn: Sarah Sidwell, Asia
Timmons-Pierce

 August 31, 2023

Re:
 Aptera Motors Corp.

Post Qualification Amendment to Offering Statement on Form 1-A

Filed August 28, 2023

 File No. 024-11479

 Dear Ms. Sidwell and Ms. Timmons-Pierce:

On behalf of Aptera Motors Corp. (the “Company”), I hereby request qualification of the above-referenced offering statement at 1:00 p.m., Eastern
Time, on September 5, 2023, or as soon thereafter as is practicable.

Sincerely,

/s/ Chris Anthony

Chris Anthony, Chief Executive Officer

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.

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

CORRESP
1
filename1.htm

CORRESP

 July 20, 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 July 13, 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.

 Form 1-A POS filed on June 14, 2023

General

1.
 We note that you filed a Form D on June 30, 2023. Please revise to include the information required by
Item 6 of Part I of Form 1-A.

 The Company has updated the disclosure to include the
information required by Item 6 of Part I of Form 1-A as it relates to the Company’s Regulation D offering.

2.
 We note that you will pay OpenDeal a non-cash commission in
Class B Common Stock equal to 2% of the total number of Class B Common Stock sold in the Offering. Please clarify whether the total shares being qualified includes the non-cash commission of
Class B Common Stock.

 The total shares qualified does not include the non-cash
commission of Class B Common Stock paid to OpenDeal. To date, the Company has not issued the securities but will include in Item 6 of Part I, when issued.

Summary, page 2

3.
 We note in your disclosure that you list the minimum investment amount per investor as $1,000. However in
footnote 4 and disclosure on page 19, you disclose that the minimum investment amount on Republic Platform is $210. We also note that you have filed two different subscription agreements reflecting different minimum investment amounts. Please
revise or advise.

 The Company has revised the disclosure to make to make it clear that the minimum investment amount made on the
Republic Platform is $210 and $1,000 for all other investments. The Company has filed two different subscription agreements to reflect that the Company has two different brokers engaged in offering (OpenDeal Broker LLC and Dalmore Group, LLC)
pursuant to a supplement filed December 9, 2022.

 Risk Factors

We face significant technological and legal barriers to entry., page 7

4.
 We note your disclosure that you do not have any prototypes and do not have a final design, a manufacturing
facility or manufacturing processes. However, you mention on page F-6 that you have Beta and Gamma prototypes, and on page 26 disclose that you have leased a facility for final vehicle assembly. Please
reconcile these inconsistencies and clearly disclose the current status of your manufacturing stage and whether you have begun production of your vehicles.

The Company has revised the disclosure on page 7.

 The
Company’s Business, page 21

5.
 Please revise to disclose any material partnerships or agreements with suppliers or manufacturers. In that
regard, we note your public statements regarding your partnership with an entity referred to as CPC.

 The Company has modified the
disclosure on page 24. Once the Company enters a binding agreement with CPC, the Company will include that agreement as an exhibit to the Offering Statement.

The Company’s Business, page 23

6.
 We note in your
testing-the-waters materials filed as Exhibit 13.1 that you currently have 42,000 pre-orders which account for a potential
revenue of $1.5 billion. Please disclose your current pre-orders and any material terms and conditions, including whether deposits have been made and the extent to
which pre-orders are cancellable or refundable. Please disclose the extent of any pre-order cancellations to date. Please disclose the timeline for
production and delivery of these pre-orders.

 The Company has updated its disclosure on page 23 under “Current Status” and on page 27 under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – General”.

7.
 We note in your
testing-the-waters materials filed as Exhibit 13.1 you state that sales will be ramping up to 10,000 units per year and the potential market of 600,000 units per year.
Please revise your disclosure to discuss your anticipated production. Please discuss the material assumptions and limitations underlying this rate of production.

The Company has included updated disclosure in on page on page 23 under “Current Status”.

8.
 We note from your
testing-the-waters material that you offer multiple incentives for investment, including (1) the Aptera Accelerator Program granting the first 2,000 investors who
invest over $10,000 the first 2,000 Aptera vehicles once available, (2) investors who invest over $1,000 will receive a $100 coupon applicable toward a future vehicle purchase and (3) investors who invest over $10,000 will receive a $100
coupon and a 5% discount on a future vehicle purchase. Please revise to include disclosure about the investor incentives in your offering circular.

The Company has updated its disclosure which can be found in “Plan of Distribution and Selling Security Holders – Perks.”

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.

United States securities and exchange commission logo
July 13, 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 June 14, 2023
File No. 024-11479
Dear Chris Anthony:
            We have reviewed your 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.
Form 1-A POS filed on June 14, 2023
General
1.We note that you filed a Form D on June 30, 2023.  Please revise to include the
information required by Item 6 of Part I of Form 1-A.
2.We note that you will pay OpenDeal a non-cash commission in Class B Common Stock
equal to 2% of the total number of Class B Common Stock sold in the Offering. Please
clarify whether the total shares being qualified includes the non-cash commission of Class
B Common Stock.
Summary, page 2
3.We note in your disclosure that you list the minimum investment amount per investor as
$1,000. However in footnote 4 and disclosure on page 19, you disclose that the minimum
investment amount on Republic Platform is $210. We also note that you have filed two

 FirstName LastNameChris Anthony
 Comapany NameAptera Motors Corp
 July 13, 2023 Page 2
 FirstName LastNameChris Anthony
Aptera Motors Corp
July 13, 2023
Page 2
different subscription agreements reflecting different minimum investment amounts.
Please revise or advise.
Risk Factors
We face significant technological and legal barriers to entry., page 7
4.We note your disclosure that you do not have any prototypes and do not have a final
design, a manufacturing facility or manufacturing processes. However, you mention on
page F-6 that you have Beta and Gamma prototypes, and on page 26 disclose that you
have leased a facility for final vehicle assembly. Please reconcile these inconsistencies and
clearly disclose the current status of your manufacturing stage and whether you have
begun production of your vehicles.
The Company's Business, page 21
5.Please revise to disclose any material partnerships or agreements with suppliers or
manufacturers. In that regard, we note your public statements regarding your partnership
with an entity referred to as CPC.
The Company's Business, page 23
6.We note in your testing-the-waters materials filed as Exhibit 13.1 that you currently have
42,000 pre-orders which account for a potential revenue of $1.5 billion. Please disclose
your current pre-orders and any material terms and conditions, including whether deposits
have been made and the extent to which pre-orders are cancellable or refundable. Please
disclose the extent of any pre-order cancellations to date. Please disclose the timeline for
production and delivery of these pre-orders.
7.We note in your testing-the-waters materials filed as Exhibit 13.1 you state that sales will
be ramping up to 10,000 units per year and the potential market of 600,000 units per
year.  Please revise your disclosure to discuss your anticipated production. Please
discuss the material assumptions and limitations underlying this rate of production.
8.We note from your testing-the-waters material that you offer multiple incentives for
investment, including (1) the Aptera Accelerator Program granting the first 2,000
investors who invest over $10,000 the first 2,000 Aptera vehicles once available, (2)
investors who invest over $1,000 will receive a $100 coupon applicable toward a future
vehicle purchase and (3) investors who invest over $10,000 will receive a $100 coupon
and a 5% discount on a future vehicle purchase. Please revise to include disclosure about
the investor incentives in your offering circular.

            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.

 FirstName LastNameChris Anthony
 Comapany NameAptera Motors Corp
 July 13, 2023 Page 3
 FirstName LastName
Chris Anthony
Aptera Motors Corp
July 13, 2023
Page 3
            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 Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-3754
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jamie Ostrow

CORRESP
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CORRESP

 Office of Manufacturing

Division of Corporation Finance

 Securities and Exchange
Commission

 Washington DC 20549

 Attn: Gregory Herbers,
Sherry Haywood

 August 25, 2022

Re:
 Aptera Motors Corp.

Post Qualification Amendment No. 1 to Offering Statement on Form 1-A

Filed August 8, 2022

 File No. 024-11479

 Dear Mr. Herbers and Ms. Haywood:

On behalf of Aptera Motors Corp. (the “Company”), I hereby request qualification of the above-referenced offering statement at 12:00 p.m., Eastern
Time, on August 29, 2022, or as soon thereafter as is practicable.

 Sincerely,

 /s/ Chris Anthony

Chris Anthony, Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 August 16, 2022

Gregory Herbers

 Sherry Haywood

Office of Manufacturing

 Division of Corporation Finance

Securities and Exchange Commission

 Washington, D.C. 20549

Re:
 Aptera Motors Corp.

Amendment No. 1 to Post-Qualification Amendment to Form 1-A

Filed August 8, 2022 File No. 024-11479

Dear Mr. Herbers and Ms. Haywood:

 We acknowledge
receipt of the comments in the letter dated August 12, 2022 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 Post-Effective Amendment on Form 1-A
Filed August 8, 2022

 General

1.
 Rule 251(d)(3)(ii) prohibits at the market offerings and in doing so defines such an offering as “an
offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price. One fixed price is therefore required at qualification of securities so qualified.

We respectfully acknowledge the above comment and understand the need for a single, fixed price. We have amended the Form
1-A to resolve any confusion related to the offering price of the securities.

2.
 Please explain the price of $9.20 per share. Rule 251(d)(3)(ii) requires a fixed price. We note that your
May 3, 2022 253(g)(3) discloses an $8.80 per share price. As noted above, one fixed price is required at qualification.

 On January 14, 2022, the Company filed a 253(g)(2) to increase the price per share to $9.20 (the
“January 253(g)(2)”). The 253(g)(2) filed on May 3, 2022 links to the January 253(g)(2). We have amended the Form 1-A to resolve any confusion related to the offering price of the securities.

 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.

United States securities and exchange commission logo
August 12, 2022
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp
Amendment No. 1 to Post-Qualification Amendment to Form 1-A
Filed August 8, 2022
File No. 024-11479
Dear Mr. Anthony:
            We have reviewed your amendment 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.
Amendment No.1 to Post-Effective Amendment on Form 1-A Filed August 8, 2022
General
1.Rule 251(d)(3)(ii) prohibits at the market offerings and in doing so defines such an
offering as "an offering of equity securities into an existing trading market for outstanding
shares of the same class at other than a fixed price. One fixed price is therefore required at
qualification of securities so qualified.
2.Please explain the price of $9.20 per share. Rule 251(d)(3)(ii) requires a fixed price. We
note that your May 3, 2022 253(g)(3) discloses an $8.80 per share price. As noted above,
one fixed price is required at qualification.
            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.

 FirstName LastNameChris Anthony
 Comapany NameAptera Motors Corp
 August 12, 2022 Page 2
 FirstName LastName
Chris Anthony
Aptera Motors Corp
August 12, 2022
Page 2
            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.
            Please contact Sherry Haywood at (202) 551-3345 or Gregory Herbers at (202) 551-
8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jamie Ostrow

CORRESP
1
filename1.htm

CORRESP

 August 5, 2022

 Gregory
Herbers

 Sherry Haywood

 Office of Manufacturing

Division of Corporation Finance

 Securities and Exchange
Commission

 Washington DC 20549

Re:
 Aptera Motors Corp.

Post-Qualification Amendment to Form 1-A

Filed July 13, 2022

File No. 024-11479

Dear Mr. Herbers and Ms. Haywood:

 We acknowledge
receipt of the comments in the letter dated August 5, 2022 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.

 Post Qualification Amendment to Form 1-A filed July 13, 2022

General

1.
 We note that Item 4 of Part I indicates that you propose to offer up to 3,330,165 shares at $10.50 with a
maximum of over $32 million. Additionally, Item 6 of Part I indicates that the company received $42,533,272 in consideration from what appears to be securities issued pursuant to Regulation A. Please tell us how the offering does not exceed the
$75 million offering limit in Rule 251(a)(2). Please note that for purposes of calculating the maximum offering amounts permissible under Rule 251(a)(2), an issuer must reduce the maximum offering amount sought to be qualified by the amount
which such issuer has sold during the previous 12-month period.

 We respectfully acknowledge
the Staff’s comment, and the Company has amended the total number of shares currently available in this Offering. In addition, the Company has amended Part I, Item 4 “Clarification of responses (if necessary)” to clarify that some of
the shares may be issued at a lower per share price. As this is a post qualification amendment for an offering where sales were taking place, there are currently shares for which the Company has signed subscription agreements, but for which the
Company has not completed the settlement process and is still processing those subscriptions, including gathering the proper materials from

investors to comply with AML and KYC requirements. The total number of shares available includes extra shares if the Company can issue shares under those subscription agreements at the lower
price. The Company has amended the disclosure on the cover and in “Plan of Distribution and Selling Securityholders.” Should the Company not issue securities to those individuals, the Company will issue less securities at the higher price
of $10.20. The Company understands that it cannot issue more than $75 million of securities under Regulation within a 12-month period.

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.

United States securities and exchange commission logo
August 5, 2022
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp
5818 El Camino Real
Carlsbad, CA 92008
Re:Aptera Motors Corp
Post-Qualification Amendment to Form 1-A
Filed July 13, 2022
File No. 024-11479
Dear Mr. Anthony:
            We have reviewed your amendment and have the following comment.  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 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 comment, we may have additional comments.
Post Qualification Amendment to Form 1-A filed July 13, 2022
General
1.We note that Item 4 of Part I indicates that you propose to offer up to 3,330,165 shares at
$10.50 with a maximum of over $32 million.   Additionally, Item 6 of Part I indicates that
the company received $42,533,272 in consideration from what appears to be securities
issued pursuant to Regulation A.  Please tell us how the offering does not exceed the $75
million offering limit in Rule 251(a)(2). Please note that for purposes of calculating the
maximum offering amounts permissible under Rule 251(a)(2), an issuer must reduce the
maximum offering amount sought to be qualified by the amount which such issuer has
sold during the previous 12-month period.

 FirstName LastNameChris Anthony
 Comapany NameAptera Motors Corp
 August 5, 2022 Page 2
 FirstName LastName
Chris Anthony
Aptera Motors Corp
August 5, 2022
Page 2
            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.
            Please contact Gregory Herbers at 202-551-8028 or Sherry Haywood at 202-551-3345
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jamie Ostrow

CORRESP
1
filename1.htm

Mr. Sergio Chinos

Office of Manufacturing

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

August 6, 2021

    Re:
    Aptera Motors Corp.

Offering Statement on Form 1-A

Post-qualification Amendment No. 1

Filed August 4, 2021

File No. 024-11479

Dear Mr. Chinos:

On behalf of Aptera Motors Corp. (the “Company”),
I hereby request qualification of the above-referenced offering statement at 5:00 p.m., Eastern Time, on August 10, 2021, or as soon thereafter
as is practicable.

    Sincerely,

    /s/
    Chris Anthony

    Chris
    Anthony, Chief Executive Officer

United States securities and exchange commission logo
August 6, 2021
Chris Anthony
Chief Executive Officer
Aptera Motors Corp
5825 Oberlin Drive, Suite 7
San Diego, CA 92121
Re:Aptera Motors Corp
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed August 4, 2021
File No. 024-11479
Dear Mr. Anthony:
            This is to advise you that we do not intend to review your amendment.
            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.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.

Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jamie Ostrow

CORRESP
1
filename1.htm

Mr. Jay Mumford

Mr. Thomas Jones

Office of Manufacturing

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

May 17, 2021

 Re: Aptera Motors Corp.

Offering
Statement on Form 1-A

Filed
March 9, 2021

File
No. 024-11479

Dear Mr. Mumford and Mr. Jones:

On behalf of Aptera Motors
Corp. (the “Company”), I hereby request qualification of the above-referenced offering statement at 4:00 p.m., Eastern Time,
on May 19, 2021, or as soon thereafter as is practicable.

Sincerely,

/s/ Chris Anthony

Chris Anthony, Chief Executive Officer

CORRESP
1
filename1.htm

April 30, 2021

Jay Mumford

Senior Attorney

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 March 9, 2021

File No. 024-11479

Dear Mr. Mumford:

We acknowledge receipt of the comments in the letter dated April 5,
2021 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 filed March 9, 2021

Cover Page

1. Please
revise the disclosure on the cover page and in the section entitled “Process of Subscribing” on page 18 to disclose
that an investor's subscription is irrevocable.  In this regard, we note section 1(a) of the subscription agreement filed as
exhibit 4.1.

The Company has amended its disclosures on the cover page and
in the section entitled “Process of Subscribing” on page 18 to disclose that an investor’s subscription is irrevocable.

Summary, page 3

2.
Please revise the disclosure in this section to discuss circumstances when the holders of Class B Common Stock would be entitled
to vote.

The Company has revised the disclosure in the Summary section.

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:   Thomas
Jones, Securities and Exchange Commission

Charles Eastman, Securities
and Exchange Commission

Andrew Blume, Securities
and Exchange Commission

Chris Anthony, Chief Executive
Officer, Aptera Motors Corp.

United States securities and exchange commission logo
April 5, 2021
Chris Anthony
Chief Executive Officer
Aptera Motors Corp.
5825 Oberlin Drive, Suite 7
San Diego, CA 92121
Re:Aptera Motors Corp.
Offering Statement on Form 1-A
Filed March 9, 2021
File No. 024-11479
Dear Mr. Anthony:
            We have reviewed your 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.
Offering Statement on Form 1-A filed March 9, 2021
Cover Page
1.Please revise the disclosure on the cover page and in the section entitled "Process of
Subscribing" on page 18 to disclose that an investor's subscription is irrevocable.  In this
regard, we note section 1(a) of the subscription agreement filed as exhibit 4.1.

Summary, page 3
2.Please revise the disclosure in this section to discuss circumstances when the holders of
Class B Common Stock would be entitled to vote.

            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

 FirstName LastNameChris Anthony
 Comapany NameAptera Motors Corp.
 April 5, 2021 Page 2
 FirstName LastName
Chris Anthony
Aptera Motors Corp.
April 5, 2021
Page 2
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.
            You may contact Charles Eastman, Staff Accountant, at 202-551-3794 or Andrew Blume,
Accounting Branch Chief, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Jay Mumford, Senior Attorney, at 202-551-3637 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jamie Ostrow