Aptera Motors Corp-B美股招股说明书(2026-04-21版)

4,751,250 Shares of Class B Common Stock Issuable Upon Exercise of Outstanding Warrants This prospectus relates to the resale of up to 4,751,250 shares of Aptera Motors Corp. (the “Company,” “we,” “our” or “us”)Class B common stock, par value $0.0001 per share (the “Common Stock”), by the Selling Stockholders listed in this prospectus ortheir permitted transferees (the “Selling Stockholders”). The shares of Common Stock registered for resale pursuant to this prospectusconsist of 4,751,250 shares of Common Stock issuable upon the exercise of warrants (the “Warrants”). The Warrants were issued to theSelling Stockholders in a private placement offering (the “Private Placement”) which closed on March 12, 2026. For additional information about the Private Placement, see “Private Placement.” The Warrants have an exercise price of $3.50 per share. The Warrants will be exercisable immediately and will expire on thefive (5) year anniversary of their issuance date. The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of CommonStock or interests in their shares of Common Stock on any stock exchange, market or trading facility on which the shares of CommonStock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, atprices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan ofDistribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of theshares of Common Stock by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Warrants. See“Use of Proceeds” beginning on page 10 and “Plan of Distribution” beginning on page 11 of this prospectus for more information. Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SEV”. On April 7, 2026, the lastreported sale price of our Common Stock as reported on Nasdaq was $2.78. You should read this prospectus, together with additional information described under the headings “Incorporation of CertainInformation by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities. An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, youshould consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our AnnualReport on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission, or theSEC, on March 30, 2026 and our other filings we make with the Securities and Exchange Commission from time to time, whichare incorporated by reference herein in their entirety, together with other information in this prospectus and the informationincorporated by reference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is April 20, 2026 TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6PRIVATE PLACEMENT7SELLING STOCKHOLDERS8USE OF PROCEEDS10PLAN OF DISTRIBUTION11DESCRIPTION OF SECURITIES12LEGAL MATTERS17EXPERTS17WHERE YOU CAN FIND MORE INFORMATION17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE18-i- PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and the documents incorporated by referenceherein. This summary does not contain all of the information that you should consider before deciding to invest in our securities. Youshould read this entire prospectus carefully, including the section entitled “Risk Factors” beginning on page 5, our consolidatedfinancial statements and the related notes and the other information incorporated by reference into this prospectus before making aninvestment decision. Overview We are an automotive technology company focused on developing and manufacturing highly efficient solar electric vehicles (SEVs).Our flagship vehicle, the Aptera, is a three-wheeled, two-passenger vehicle designed for efficiency and sustainability. We believe theAptera’s unique design, incorporating solar charging capabilities and aerodynamic efficiency, will offer a compelling alternative toconventional vehicles. Our Business Model We intend to generate revenue primarily through the sale of our SEVs. Our current focus is on completing the development andcommencing production of the Aptera. To date, we have not commenced production of our SEVs. We plan to offer various Apteramodels with different features and price points. We may also explore other revenue streams in the future, such as providing charginginfrastructure o