Aptera Motors Corp-B美股招股说明书(2025-10-14版)

Aptera Motors Corp. This prospectus relates to the registration of the resale of up to 31,741,948 shares of our non-voting Class B common stock(including Class B common stock issuable upon: (i) the conversion of Class A common stock, (ii) the conversion of all of ouroutstanding Series B-1 preferred stock, which Series B-1 preferred stock will automatically convert upon the effectiveness of theregistration statement of which this prospectus forms a part, (iii) the exercise of currently outstanding option awards and (iv) theexercise of currently outstanding warrants) by the stockholders identified in this prospectus, or the registered stockholders. We notethat any outstanding shares of our Class A common stock are only registered hereunder if they are subsequently converted into Class Bcommon stock. Unlike an initial public offering, the resale by the registered stockholders does not involve a firm commitment underwriting by aninvestment bank. The registered stockholders may, or may not, elect to sell their shares of Class B common stock covered by thisprospectus, as and to the extent they may determine. Sales of our Class B common stock, if any, will be made through brokerage transactions on The Nasdaq Capital Market(“Nasdaq”) at prevailing market prices. See the section titled “Plan of Distribution” for additional information. If the registeredstockholders choose to sell their shares of Class B common stock, we will not receive any proceeds from the sale of such shares ofClass B common stock. We have two classes of authorized common stock, Class B common stock and Class A common stock. The rights of the holders ofClass A common stock and Class B common stock are identical, except that our Class B common stock is non-voting and is notentitled to any votes on any matter that is submitted to a vote of our stockholders, except as required by Delaware law. Each share ofClass A common stock is entitled to one vote and is convertible into one share of non-voting Class B common stock (i) at any time atthe option of the holder; or (ii) automatically upon any transfer of shares of Class A common stock, whether or not for value, exceptfor certain transfers described in our certificate of incorporation, including certain transfers for tax and estate planning purposes,transfers approved by our board of directors, and transfers to certain family members. Such shares of Class B common stock have novoting rights except as required by Delaware General Corporation Law – however, upon and following the date that no shares of ClassA common stock are outstanding, each holder of shares of Class B common stock will be entitled to one vote per share. See“Description of Capital Stock” for more details. As of August 27, 2025, the holders of our outstanding Class A common stock hold allof the voting power of our outstanding capital stock, with our directors, executive officers, and 5% stockholders, and their respectiveaffiliates, holding approximately 92% of the voting power of our outstanding capital stock. The Company elected to be treatedas a public benefit corporation under Delaware law and as a public benefit corporation, theCompany’s duty to balance a variety of interests may result in actions that do not maximize stockholder value. See “Risks Related toOur Existence as Public Benefit Corporation” and “Description of Capital Stock—Public Benefit Corporation Status” for additionalinformation. No public market for our Class B common stock currently exists. However, our shares of Class B common stock have a history oftrading in private transactions. Based on information available to us, the low and high sales price per share of our Class B commonstock for such private transactions during (i) the year ended December 31, 2023 were $31.50 and $31.50, respectively; (ii) the yearended December 31, 2024 were $28.65 and $44.40, respectively; and (iii) from January 1, 2025 through June 30, 2025 were $28.62and $44.40, respectively. For more information, see the section titled “Sale Price History of our Capital Stock.” Our recent tradingprices in private transactions may have little or no relation to the opening public price or the subsequent trading price of our shares ofClass B common stock on Nasdaq. Further, the listing of our Class B common stock on Nasdaq without a firm commitmentunderwriting is not a common method for commencing public trading in shares of our Class B common stock, and consequently, thetrading volume and price of shares of our Class B common stock may be more volatile than if shares of our Class B common stockwere initially listed in connection with an underwritten initial public offering. On the day that our shares of Class B common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but notexecuting, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as definedbelow) on the basis of such accepted orders. The Current Reference Price i