UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure.
On October 3, 2025, Aptera Motors Corp. (the “Company”) issued a press release announcing that its registration statement on Form S-1 (File No. 333-289898) was declared effective by the Securities and Exchange Commission on September 30, 2025, and, as a result, shareholders may begin transferring their Class B common stock to their brokerage accounts via the Direct Registration System (DRS). The press release also notes that the effectiveness of the registration statement does not mean the Company’s shares are trading or listed on an exchange, and that the Company is coordinating with Nasdaq regarding a future listing date that will not occur before October 14, 2025. The Company will announce the public listing date in advance via press release.
A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Aptera Motors Corp. | ||
| Date: October 3, 2025 | By: | /s/ Chris Anthony |
| Name: | Chris Anthony | |
| Title: | Co-Chief Executive Officer | |
Exhibit 99.1
PRESS RELEASE
Aptera Motors Corp. Registration Statement Now Effective with the SEC – Shareholders May Begin Broker Transfers
Carlsbad, CA – October 3, 2025 – Aptera Motors Corp. is pleased to announce that its registration statement was declared effective by the U.S. Securities and Exchange Commission (SEC) on September 30, 2025. This important milestone enables Aptera shareholders to transfer their Class B common stock from Computershare, the company’s transfer agent, to their brokerage accounts using the Direct Registration System (DRS). The effectiveness of the registration statement does not mean Aptera shares are trading or publicly listed on an exchange. The company is actively coordinating with Nasdaq to finalize our public listing date. While the exact timing remains under discussion, we can confirm that the listing will not occur before October 14, 2025. This window ensures shareholders have sufficient time to complete transfers into their brokerage accounts. Once the date is confirmed, we will announce it in advance via press release to ensure all stakeholders are appropriately informed.
Shareholders who currently hold Aptera shares with Computershare now have the option to initiate transfers to their broker accounts via DRS. It is important to note that Aptera shares are not yet trading on an exchange. When contacting a broker, shareholders may be asked to provide the CUSIP Number (03835W104) and a statement of their shares from their Computershare account, which can be downloaded from the “Documents” section after logging in. Shareholders should clarify to their broker that these are book-entry shares registered pursuant to an effective registration statement (File No. 333-289898) but not yet trading on any exchange.
For those needing to access or manage their holdings with Computershare, visit www.computershare.com/investor and ensure “United States” is selected in the top-right corner. Existing users can log in directly, while new users should register and may receive a verification code by mail, which could take up to seven business days or longer for international addresses. Once logged in, account statements are available under the “Documents” section.
Shareholders seeking assistance can contact Computershare by phone at 1-866-595-6048 (U.S.) or 1-781-575-2798 (International), by email at [email protected], or by mail at PO Box 43007, Providence, RI 02940-3007. Overnight correspondence should be sent to 150 Royall Street, Suite 101, Canton, MA 02021.
Aptera will continue to communicate further updates, including the listing date, directly to shareholders.
About Aptera Motors Corp. Aptera Motors Corp. is a solar mobility company driven by a mission to advance the future of efficient transportation. Its flagship vehicle is a paradigm-shifting solar electric vehicle that leverages breakthroughs in aerodynamics, material science, and solar technology to pursue new levels of efficiency. As a public benefit corporation, Aptera is committed to building a sustainable business that positively impacts its stakeholders and the environment. Aptera is headquartered in Carlsbad, California. For more information, please visit www.aptera.us.
Forward Looking Statements. This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, Aptera’s expected listing of its securities with The Nasdaq Capital Market. The registration statement referenced above has been declared effective; forward-looking statements in this release relate to, among other things, the timing and outcome of any listing on Nasdaq. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Aptera’s control. Aptera’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in Aptera’s Registration Statement on Form S-1 filed with the SEC on August 27, 2025, as declared effective on September 30, 2025, as well as other documents that may be filed by Aptera from time to time with the SEC. The forward-looking statements included in this press release represent Aptera’s views as of the date of this press release. Aptera anticipates that subsequent events and developments will cause its views to change. Aptera undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Aptera’s views as of any date subsequent to the date of this press release.
Media Contact:
Investor Relations:
Aptera Motors Corp.
Amato and Partners, LLC (Investor Relations Counsel)
###