Aptera Motors Corp

As filed with the Securities and Exchange Commission on January 9, 2026

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

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)

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.

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 of 1933 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.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated January 9, 2026

PRELIMINARY PROSPECTUS

$17,000,000

Up to 3,752,759 Shares of Class B Common Stock

Up to 3,752,759 Pre-Funded Warrants to Purchase up to 3,752,759 Shares of Class B Common Stock

Up to 3,752,759 Shares of Class B Common Stock underlying Pre-Funded Warrants

We are offering on a reasonable best efforts basis up to 3,752,759 shares of our Class B common stock, par value $0.0001 per share (the “Class B common stock”) based on an assumed public offering price of $4.53 per share (the last reported sale price of our Class B common stock on The Nasdaq Capital Market (“Nasdaq”) on January 5, 2026).

We are also offering pre-funded warrants, or Pre-Funded Warrants, to purchase up to an aggregate of 3,752,759 shares of Class B common stock to those purchasers whose purchase of shares of Class B common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class B common stock following the consummation of this offering in lieu of the shares of our Class B common stock that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%). Each Pre-Funded Warrant will be exercisable for one share of Class B common stock at an exercise price ofc $0.001 per share. The assumed public offering price for each such Pre-Funded Warrant is $4.529, which is equal to the assumed public offering price for each share of Class B common stock of $4.53, less the $0.001 per share exercise price of each such Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable upon issuance and will expire when exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Class B common stock we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of Class B common stock issuable upon the exercise of the Pre-Funded Warrants.

We refer to the Class B common stock and the Pre-Funded Warrants to be sold in this offering as the “securities.”

These securities are being sold in this offering to certain purchasers under a securities purchase agreement between us and such purchasers. The securities are expected to be issued in a single closing and the public offering price per share of Class B common stock (or Pre-Funded Warrant) will be fixed for the duration of this offering. We will deliver all securities to be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon receipt of investor funds received by us.

In addition, we have agreed to issue warrants to the placement agent or its designees to purchase up to 6% of the aggregate number of shares of Class B common stock sold in this offering (or common stock equivalent issued in this offering), at an exercise price equal to 105% of the public offering price per share to be sold in this offering (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable upon issuance and expire five years from the commencement of sales under this offering. This prospectus also registers the offer and sale of the Placement Agent Warrants and the shares of Class B common stock issuable upon exercise of the Placement Agent Warrants.

Our Class B common stock is listed on Nasdaq under the symbol “SEV”. On January 5, 2026, the last reported sale price of our Class B common stock on Nasdaq was $4.53 per share. The actual number of securities, the offering price per share of Class B common stock (and Pre-Funded Warrant) will be as determined between us, the placement agent and the investors in this offering based on market conditions at the time of pricing. Therefore, the recent market price used throughout this prospectus may not be indicative of the actual public offering price for the securities, which may be substantially lower than the assumed price used in this prospectus. There is no established public trading market for the Pre-Funded Warrants that are part of this offering, and we do not expect a market to develop. We do not intend to apply for listing of the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

We have two classes of authorized common stock, Class B common stock and Class A common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except that our Class B common stock is non-voting and is not entitled to any votes on any matter that is submitted to a vote of our stockholders, except as required by Delaware law. Each share of Class A common stock is entitled to one vote and is convertible into one share of non-voting Class B common stock (i) at any time at the option of the holder; or (ii) automatically upon any transfer of shares of Class A common stock, whether or not for value, except for certain transfers described in our certificate of incorporation, including certain transfers for tax and estate planning purposes, transfers approved by our board of directors, and transfers to certain family members. Such shares of Class B common stock have no voting rights except as required by Delaware General Corporation Law – however, upon and following the date that no shares of Class A common stock are outstanding, each holder of shares of Class B common stock will be entitled to one vote per share. See “Description of Capital Stock” for more details. As of December 31, 2025, the holders of our outstanding Class A common stock hold all of the voting power of our outstanding capital stock, with our directors, executive officers, and 5% stockholders, and their respective affiliates, holding approximately 98% of the voting power of our outstanding capital stock.

The Company elected to be treated as a public benefit corporation under Delaware law and as a public benefit corporation, the Company’s duty to balance a variety of interests may result in actions that do not maximize stockholder value. See “Risks Related to Our Existence as Public Benefit Corporation” and “Description of Capital Stock—Public Benefit Corporation Status” for additional information.

We have engaged A.G.P./Alliance Global Partners to act as our exclusive placement agent (the “Placement Agent”) in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to compensate the Placement Agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Because there is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement. Because there is no escrow account and there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of the securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will bear all costs associated with this offering. See the “Plan of Distribution” section of this prospectus for more information. This offering will end no later than January 31, 2026.

You should read this prospectus, together with additional information described under the heading “Where You Can Find Additional Information,” carefully before you invest in any of our securities.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

On August 5, 2025, we effected a one-for-three reverse stock split pursuant to which every three shares of our issued and outstanding Class B common stock were reclassified as one share of Class B common stock (the “Reverse Stock Split”). The Reverse Stock Split had no impact on the par value of our Class B common stock or the authorized number of shares of our common stock. Unless otherwise indicated, all share and per share information in this prospectus is adjusted to reflect the Reverse Stock Split.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 7 of this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the securities is expected to be made on or about , 2026, subject to satisfaction of customary closing conditions.

Sole* Placement Agent*

A.G.P.

The date of this prospectus is , 2026

TABLE OF CONTENTS

-i-