Aptera Motors Corp-B美股招股说明书(2026-01-26版)

$9,000,000 4,500,000 Shares of Class B Common Stock 4,500,000 Common Warrants to Purchase up to 4,500,000 Shares of Class B Common Stock 4,500,000 Shares of Class B Common Stock underlying Common Warrants We are offering on a reasonable best efforts basis 4,500,000 shares of our Class B common stock, par value $0.0001 per share(the “Class B common stock”) together with common warrants, or Common Warrants, to purchase up to 4,500,000 shares of Class Bcommon stock at a public offering price of $2.00 per share. The Common Warrants will have an initial exercise price of $2.00 pershare and will have a five year term. Each share of Class B Common Stock is being sold together with a Common Warrant to purchase one share of Class Bcommon stock. The shares of Class B common stock and Common Warrants are immediately separable and will be issued separatelyin this offering, but must be purchased together in this offering. This offering also relates to the shares of Class B common stock issuable upon the exercise of the Common Warrants. We refer to the Class B common stock and the Common Warrants to be sold in this offering as the “securities.” These securities are being sold in this offering to certain purchasers under a securities purchase agreement between us andsuch purchasers. The securities are expected to be issued in a single closing and the public offering price per share of Class B commonstock and Common Warrant will be fixed for the duration of this offering. In addition, we have agreed to issue warrants to the placement agent or its designees to purchase up to3% of the aggregatenumber of shares of Class B common stock sold in this offering (or common stock equivalent issued in this offering), at an exerciseprice equal to105% of the public offering price per share to be sold in this offering (the “Placement Agent Warrants”). The PlacementAgent Warrants will be exercisable upon issuance and expire fiveyears from the commencement of sales under this offering. Thisprospectus also registers the offer and sale of the Placement Agent Warrants and the shares of Class B common stock issuable uponexercise of the Placement Agent Warrants. Our Class B common stock is listed on Nasdaq under the symbol “SEV”. On January 16, 2026, the last reported sale price ofour Class B common stock on Nasdaq was $4.42 per share. There is no established public trading market for the Common Warrantsthat are part of this offering, and we do not expect a market to develop. We do not intend to apply for listing of the Common Warrantson any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of theCommon Warrants will be limited. We have two classes of authorized common stock, Class B common stock and Class A common stock. The rights of theholders of Class A common stock and Class B common stock are identical, except that our Class B common stock is non-voting and isnot entitled to any votes on any matter that is submitted to a vote of our stockholders, except as required by Delaware law. Each shareof Class A common stock is entitled to one vote and is convertible into one share of non-voting Class B common stock (i) at any timeat the 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 December 31, 2025, the holders of our outstanding Class A common stock holdall of the voting power of our outstanding capital stock, with our directors, executive officers, and 5% stockholders, and theirrespective affiliates, holding approximately 98% of the voting power of our outstanding capital stock. The Company elected to be treated as a public benefit corporation under Delaware law and as a public benefit corporation,the Company’s duty to balance a variety of interests may result in actions that do not maximize stockholder value. See “Risks Relatedto Our Existence as Public Benefit Corporation” and “Description of Capital Stock—Public Benefit Corporation Status” for additionalinformation. We have engaged A.G.P./Alliance Global Partners to act as our exclusive placement agent (the “Placement Agent”) inconnection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securitiesoffered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offer