(Incorporated in Delaware)

Note: This is NOT an IPO. This is a direct listing of Aptera Motors’ stock on the NASDAQ. Selling stockholders will sell existing shares. No new stock is being issued by the company.

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 the Aptera’s unique design, incorporating solar charging capabilities and aerodynamic efficiency, will offer a compelling alternative to conventional vehicles.

We intend to generate revenue primarily through the sale of our SEVs. Our current focus is on completing the development and commencing production of the Aptera. To date, we have not commenced production of our SEVs. We plan to offer various Aptera models with different features and price points. We may also explore other revenue streams in the future, such as providing charging infrastructure or developing related technologies.

• Note: During the three months that ended on June 30, 2025, and June 30, 2024, Apteria Motors issued 155,261 and 173,733 shares of Class B common stock, respectively, for total cash proceeds of $6.3 million and $5.2 million. The weighted-average issuance price was $40.85 per share in 2025 and $30.15 per share in 2024.

  Note: Net loss is for the 12 months that ended June 30, 2025. The company has not reported any revenue since its inception in 2019. Its auditor has issued an opinion about  “going concern” risk, according to the prospectus.

  (Note: Aptera Motors’ shareholders will offer 31.7 million shares in this NASDAQ direct listing. The reference price has not been released yet. Northland Securities is the financial advisor for the direct listing.)