Aptera Motors Corp-B 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-42884 Aptera Motors Corp.(Exact name of registrant as specified in its charter) Delaware83-4079594(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 5818 El Camino RealCarlsbad, California92008(Address of principal executive offices)(Zip Code) (858) 371-3151(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of exchange on which registeredThe Nasdaq Capital Market Class B Common Stock, par value $0.0001 per share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files). Yes☒No☐ Indicate by checkmark whether the registrant is a large accelerated filer, an accelerate filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ 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.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, there was no establishedpublic market for the registrant’s Class B common stock. The registrant’s Class B common stock began trading on The Nasdaq CapitalMarket on October 16, 2025. Accordingly, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price of the registrant’s Class B common stock as of the registrant’s mostrecently completed second fiscal quarter cannot be determined. The number of shares outstanding of the registrant’s common stock, par value of $0.0001 per share, as of March 20, 2026 was36,597,111. DOCUMENTS INCORPORATED BY REFERENCE None. Aptera Motors Corp.Annual Report on Form 10-KFor the Year Ended December 31, 2025 Page PART IItem 1Business4Item 1ARisk Factors11Item 1BUnresolved Staff Comments30Item 1CCybersecurity30Item 2Properties31Item 3Legal Proceedings31Item 4Mine Safety Disclosures31 PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32Item 6[Reserved]32Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7AQuantitative and Qualitative Disclosures About Market Risk40Item 8Financial Statements and Supplementary Data40Item 9Changes in and Disagreements With Accountants on Accounting a