Aptera Motors Corp-B美国存托凭证招股说明书(2025-11-19版)

6,000,000 Shares of Class B Common Stock This prospectus supplement (this “Supplement”) supplements the prospectus dated November 12, 2025 (as may be supplemented fromtime to time, the “Prospectus”), which is part of a registration statement on Form S-1 (File No. 333-291030) relating to the offer andresale of up to 6,000,000 shares of Class B common stock of Aptera Motors Corp. (the “Class B common stock”) by New CirclePrincipal Investments LLC, a Delaware limited liability company (the “Selling Stockholder” or “New Circle”). The shares of Class Bcommon stock being offered by New Circle have been and may be issued pursuant to the share purchase agreement dated October 13,2025 that we entered into with New Circle (the “Purchase Agreement”). The shares registered for resale also include 45,127 shares ofClass B common stock issued to New Circle as consideration for its commitment to purchase our Class B common stock pursuant tothe Purchase Agreement (the “Commitment Shares”). We are not selling any securities under the Prospectus and will not receive any This Supplement is being filed to update and supplement the information in the Prospectus with the information contained in the Form8-K filed with the Securities and Exchange Commission on November 19, 2025. This Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. ThisSupplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Our registration of the securities covered by this prospectus does not mean that New Circle will offer or sell any of the Class Bcommon stock. Subject to the terms of the Purchase Agreement, New Circle may sell the shares of our Class B common stockincluded in the Prospectus in a number of different ways and at varying prices. We provide more information about how New Circlemay sell the shares in the section in the Prospectus entitled “Plan of Distribution.” New Circle is an “underwriter” within the meaning New Circle will pay all sales and brokerage commissions and similar expenses in connection with the offer and resale of the Class Bcommon stock by New Circle pursuant to the Prospectus. We will pay the expenses (except sales and brokerage commissions andsimilar expenses) incurred in registering under the Securities Act the offer and resale of the shares included in the Prospectus by New We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and are subject to reduced public companyreporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company. Our Class B common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SEV”. On November 18, 2025,the closing price of our Class B common stock was $6.64 per share. On August 5, 2025, we effected a one-for-three reverse stock split pursuant to which every three shares of our issued and outstandingClass B common stock were reclassified as one share of Class B common stock (the “Reverse Stock Split”). The Reverse Stock Splithad no impact on the par value of our Class B common stock or the authorized number of shares of our common stock. Unless Our business and investment in our Class B common stock involve significant risks. These risks are described in the sectiontitled “Risk Factors” beginning on page 7 of the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offense. The date of this Supplement is November 19, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 8.01 Other Events. As disclosed in its Form 10-Q, filed on November 14, 2025, Aptera Motors Corp. (the “Company”) has been in discussions with theCalifornia Energy Commission (the “CEC”) formalizing adjustments to its milestone schedule requirements. On November 18, 2025, The CEC has assured the Company that the grant agreement remains in place and that the Company remains eligible for funding uponsatisfaction of the revised milestones. Additionally, the CEC informed the Company that future reimbursements will be dependent onachieving the milestones outlined in their communicat