Aptera Motors Corp S-1/A, filed Aug 29, 2025
Aptera Motors Corp (SEV)
As filed with the Securities and Exchange Commission on August 29, 2025.
Registration Statement No. 333-289898
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
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. 1 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 amend Exhibit 23.1 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
*** To be filed by amendment
(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 August 29, 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 August 29, 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 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use, in this Registration Statement on Form S-1, of our report dated March 11, 2025, except for the reverse stock split as described in Notes 2 and 13, as to which date is August 5, 2025, related to the consolidated financial statements of Aptera Motors Corp. as of December 31, 2024 and 2023 and for the years then ended, which includes an explanatory paragraph regarding substantial doubt about Aptera Motor Corp.’s ability to continue as a going concern. We also consent to the reference to us in the “Experts” section of the Registration Statement.
/s/ dbbmckennon
San Diego, California
August 27, 2025