PART II AND III 2 partii-iii.htm

 

EXPLANATORY NOTE

 

This Amendment to Form 1-A/A is being filed by Aptera Motors Corp solely for the purpose of updating Exhibit 11.1. Accordingly, this Amendment consists only of Part I, this Explanatory Note, Part III, the signature page, and the updated exhibit.

 

 
 

 

PART III

 

INDEX TO EXHIBITS

 

The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below.

 

        Incorporation by Reference    
Exhibit Number       Form  

File

Number

  

Filing

Date

   Exhibit Number  

Filed

Herewith

1.1   Broker Dealer Agreement   1-A   024-12455   June 20, 2024   1.1    
2.1   Restated Certificate of Incorporation   1-U   24R-00472   August 31, 2022   8.1    
2.2   Bylaws   1-A/A   024-11479   April 30, 2021   2.2    
3.1   Form of Convertible Promissory Note   1-A/A   024-12455   October 21, 2024   3.1    
4.1   Form of Subscription Agreement Aptera  

1-A/A

 		   024-12455   November 12, 2024  

4.1

 		  
5.1   Form of Voting Agreement   1-A POS   024-11479   August 10, 2023   5.1    
6.1   2021 Stock Option and Incentive Plan   1-K   24R-00472   May 2, 2022   6.1    
6.2   Andromeda Interfaces Inc. Agreement and Plan of Merger and Settlement Agreement(*)   1-K   24R-00472   April 28, 2023   6.2    
6.3   Chery Supply Agreement as amended   1-K   24R-00472   April 28, 2023   6.3    
6.4   Option Agreement with Chris Anthony   1-K   24R-00472   May 2, 2022   6.4    
6.5   Option Agreement with Steve Fambro   1-K   24R-00472   May 2, 2022   6.6    
6.6   Single Tenant Lease – Net between the Company and EV 2340, LLC   1-A POS   024-11479   July 13, 2022   6.7    
6.7   Lease between the Company and H.G. Fenton Property Company   1-A POS   024-11479   July 13, 2022   6.8    
11.1   Consent of Independent Registered Public Accounting Firm             X
12.1   Validity Opinion of CrowdCheckLaw LLP   1-A/A    024-12455    October 21, 2024   12.1    

 

III-1
 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on November 20, 2024.

 

APTERA MOTORS CORP.

 

/s/ Chris Anthony  
By: Chris Anthony  
Title: CEO  

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

/s/ Chris Anthony  
Chris Anthony, Co-Chief Executive  
Officer, Principal Accounting Officer,  
Principal Financial Officer and Director  

 

Date: November 20, 2024

 

/s/ Steve Fambro  
Steve Fambro, Co-Chief Executive  
Officer and Director  

 

Date: November 20, 2024

 

III-2