Aptera Motors Corp S-1/A, filed Sep 9, 2025
Aptera Motors Corp (SEV)
As filed with the Securities and Exchange Commission on September 9, 2025.
Registration Statement No. 333-289898
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APTERA MOTORS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 3751 | 83-4079594 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
5818 El Camino Real
Carlsbad, California 92008
858-371-3151
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chris Anthony
Co-Chief Executive Officer
Aptera Motors Corp.
5818 El Camino Real
Carlsbad, California 92008
858-371-3151
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Jamie Ostrow, Esq. CrowdCheck Law LLP 700 12th St NW, Washington, District of Columbia 20005 917-842-5219 |
Traci M. Tomaselli, Esq. Daniel L. Forman, Esq. Stephen G. Zapf, Esq. Lowenstein
Sandler LLP |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
| 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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-289898) is filed solely to amend Item 16 of Part II thereof in order to file Exhibit 5.1 thereto. This Amendment does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. |
^ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
# Indicates management contract or compensatory plan.
* Filed herewith
** Previously filed
(b) Financial Statement Schedules.
All financial statement schedules are omitted because they are not applicable or the information is included in the registrant’s consolidated financial statements or related notes.
II-1 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Carlsbad, California on September 9, 2025.
APTERA MOTORS CORP.
| /s/ Chris Anthony | ||
| By: | Chris Anthony | |
| Title: | CEO | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on September 9, 2025.
| Signature | Title | |
| /s/ Chris Anthony | Co-Chief Executive Officer and Director | |
| Chris Anthony | (Principal Executive, Financial, and Accounting Officer) | |
| /s/ Steve Fambro | Co-Chief Executive Officer and Director | |
| Steve Fambro |
II-2 |
Exhibit 5.1
September 9, 2025
Board of Directors
Aptera Motors Corp
5818 El Camino Real
Carlsbad, California 92008
To the Board of Directors:
We have acted as counsel to Aptera Motors Corp., a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-1 (File Number 333-289898) (as amended through the date hereof, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (“Securities Act”), for the registration of up to 31,741,948 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Stock”), for resale from time to time, pursuant to Rule 415 promulgated under the Securities Act by the registered stockholders as defined and listed in the Registration Statement in the section titled “Principal and Registered Stockholders” (the “Registered Stockholders”). The Stock may be sold by the Registered Stockholders, as set forth in the Registration Statement.
In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same (other than the Company), the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us.
The opinions expressed below are limited to the Delaware General Corporation Law.
In connection with our opinion expressed in the paragraph below, we have assumed that, at or prior to the time of the delivery of any shares of Stock, the Registration Statement will have been declared effective under the Securities Act that the Registration Statement will apply to the offer and sale of such shares of Stock and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such shares of Stock.
Based upon the foregoing, we are of the opinion that the up to 31,741,948 shares of Stock that may be sold by the Registered Stockholders have been duly authorized and are, or in the case of any shares of Stock subject to stock options or warrants, when issued and paid for in accordance with their terms, if any, will be, validly issued, fully paid and nonassessable.
No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the Registration Statement or any portion thereof.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectus constituting a part thereof and any amendments thereto. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Yours truly, |
|
| /s/ CrowdCheck Law, LLP |