Republic Note is
now trading
View Republic Note
 
Republic Republic Republic
  • Log in
Oops! We couldn’t find any results...
Can’t find a deal? Try advanced search.
Is something missing? Add your suggestion here.
Primary market Invest in startups Secondary market Buy and sell assets Republic Note Own a piece of Republic's upside European market UK and EU residents only
Deal Room Opportunities for accredited investors Platinum membership Subscribers receive exclusive discounts
Republic Capital Multi-stage venture firm
Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
Community fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets Sharedrops Gift equity as a reward
Advisory Access veteran web3 advisors Infrastructure Stake your digital assets Tokenization Deploy your assets on-chain Asset management Explore digital asset funds
Capital fundraising Venture growth-stage funding Broker dealer Regulated capital services
Log in Sign up

You are viewing the global site
Republic Republic Republic
Oops! We couldn’t find any results...
Can’t find a deal? Try advanced search.
Is something missing? Add your suggestion here.
  • Log in
  • Sign up
All investors
Primary market Invest in startups Secondary market Buy and sell assets Republic Note Own a piece of Republic's upside European market UK and EU residents only
Accredited only
Deal Room Opportunities for accredited investors Platinum membership Subscribers receive exclusive discounts
Institutional
Republic Capital Multi-stage venture firm
More
Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
What's new
Investing in Sports
Growth capital solutions
Community fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets
Sharedrops Gift equity as a reward
Web3 services
Advisory Access veteran web3 advisors Infrastructure Stake your digital assets Tokenization Deploy your assets on-chain Asset management Explore digital asset funds
Institutional services
Capital fundraising Venture growth-stage funding
Broker dealer Regulated capital services
Logo of Aptera Motors

Aptera Motors

Grid-independent, solar-charging vehicles | The efficient 1,000 mile EV
Green Power Automotive Electric Vehicles B2B B2C Combat Carbon
Facebook Telegram Twitter LinkedIn
Featured image of Aptera Motors
$1,562,788
3% raised of $39.35M max goal
1,393
Investors
272 days
Left to invest
Invest in Aptera Motors
$210 minimum investment · Deal terms · Form CRS
Pitch Discussion 421 Updates 6 Reviews 133
Invest Invest in Aptera Motors
Facebook Telegram Twitter LinkedIn
Problem Solution Product Traction Market Vision and strategy Impact Funding Leadership Summary Disclaimers
About Team Press FAQ Risks Discussion

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg A+ securities offering by Aptera Motors Corp.. View the official SEC filing and all updates:
Official SEC Logo Form 1-A SEC.gov
Company documents
Subscription Agreement Aptera Motors Form 253G2.pdf Form CRS.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf
Loading

Hear from some of the 1,393 investors in Aptera Motors


Show more

Highlights


  • A solar-powered EV that requires no charging for most daily use
  • Up to 1,000-mile range (based on internal testing)
  • 38,000+ pre-order reservations and $1.4B in potential revenue
  • Over $80M raised to date from over 15,000 investors
  • A large and growing electric vehicle market
  • Technology that assures minimal environmental impact at every step
  • 2 patents awarded and 27 in process for its unique design and technology

There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees. Disclosures & Disclaimers

Problem


Electric vehicles are growing...

but we see the two largest barriers to electric vehicle adoption as cost and range anxiety.

Solution


Listening to Drivers

With a less prohibitive price point
and ranges up to 1,000 miles per charge, our vehicles overcome most purchase hesitancy.

Your browser does not support HTML5 video.

Each vehicle can generate enough solar power for up to 40 miles of free daily driving. The average American drives less than 30 miles per day, so most Aptera owners will never have to plug their vehicle in to charge. This lessens the need for power grid improvements for EV adoption and makes Aptera one of the first electric vehicles that is “grid independent."

Product


The next generation of clean energy vehicles is here

Aptera's solar electric vehicles aim to change how the world drives.

Aptera was created from the ground up with one purpose in mind — energy efficiency. Our unique shape allows Aptera to slip through the air using far less energy than any other electric and hybrid vehicles on the road today. That efficiency allows Aptera to have a much longer range than competitive electric vehicles.

Whether commuting to work or camping off the grid, your options are limitless with Aptera. Each vehicle can generate enough solar power for up to 40 miles of free daily driving. And with the battery topped off from solar charging, you can travel up to 1,000 miles on a single charge.

Traction


38,000+ vehicle reservations and $1.4B+ in potential revenue

Aptera is leading a global
movement toward solar mobility.

More than 38,000 people have already reserved an Aptera, representing $1.4B+ in potential revenue. Aptera's growth is fueled by our future owners' passion. We are supported by 15,000 investors, 750,000+ community members, and 800 brand ambassadors who lend their expertise and enthusiasm to further our mission of creating more efficient solar transportation for everyone.

—

A significant moat of intellectual property.

Aptera has 60+ invention disclosures in process with 27 patents pending and 2 awarded for its unique design and revolutionary technology.

Market


Rising demand for EVs

In the first three months of 2022, EV registrations shot up 60 percent even as the overall market was down 18 percent, according to a report by Automotive News.

According to analysis by IHS Markit, 40–45 percent of new car sales could be electric by 2035. Reuters estimates that by 2050 more than half of the vehicles on U.S. roads could be EVs.

Fortune Business Insights projects the market will grow from $287.36 billion in 2021 to $1,318.22 billion in 2028 at a CAGR of 24.3%. The sudden rise is attributable to the market’s growth and demand, environmental impact of gas-powered vehicles, and the upsurge in gas prices.

Vision and strategy


We have a vision of a future that runs on sunshine


Our vision is to create a future that uses solar power to enable our mobility without sacrificing the health of our planet. We want to revolutionize the way we move while still enjoying greater freedom, endless adventure, and the ability to connect with people and places far and wide. 

Our vision extends far beyond where we are today. We want to apply breakthrough solar technology to every aspect of our lives — on passenger and utility vehicles, trucks, homes, boats, planes, and more. Aptera is the most efficient vehicle on the planet, but it's only just the beginning. 

Impact


Powering a healthy planet

Your browser does not support HTML5 video.At Aptera, we believe efficient transportation is at the heart of managing the Earth’s natural resources.

Each Aptera owner can significantly reduce their carbon footprint, making it easier for everyone to do their part to keep our planet healthy for future generations.

—

Obsessed with Manufacturing Efficiency

Aptera's efficiency starts with its manufacture. With only six key structural parts, we have lower cost and lower carbon footprint technologies that assure minimal environmental impact at every step.

Funding


 $80M+ raised to date

From more than 15,000 investors

Leadership


Steve Fambro
and Chris Anthony

An idea unlike any other

The founders of Aptera, Chris Anthony and Steve Fambro, helped to create the electric vehicle market in 2006 with an idea unlike any other. It was the first to achieve 300 mpg and it got a lot of attention, landing on the cover of dozens of magazines and even appearing in the movie Star Trek.

Flash forward a decade. EV technology is more advanced, the supply chain is more established, and consumer demand is even greater. Recognizing an opportunity, in 2019 our founders relaunched Aptera as a solar electric vehicle brand. 

With experience innovating in other emerging industries such as lithium battery technology and vertical farm production, their goal is to build lightweight and aerodynamic vehicles powered by the sun that are able to handle most daily driving needs completely off the grid.


Summary


We’re leading a movement

to create the most efficient
forms of mobility on the planet.

Through continuous innovation, we are working tirelessly to change the status quo of how the world thinks of energy, of mobility, and even what a vehicle can look like. 

As we prepare for production, we invite you to join us on the road to solar mobility.  

Disclaimers


Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured. You may lose money.

Your investment is binding and irrevocable, although we reserve the right to reject it for any reason or no reason at all. Funds committed will remain in an escrow account maintained by BankProv until such time as a closing occurs. Securities offered through OpenDeal Broker LLC, a registered broker dealer, member of FINRA (www.finra.org), member of SIPC (www.sipc.org). We will pay OpenDeal Broker LLC, a registered broker-dealer, a cash commission equal to 4.75% of the amount raised through the Republic Platform and a non-cash commission in Class B Common Stock equal to 2% of the total number of series interests sold in this offering, plus certain offering costs. Please review OpenDeal Broker LLC’s Form CRS. OpenDeal Broker LLC may require additional documents or information from you to complete your purchase, you will be contacted by a registered representative in this event.

An offering statement relating to Aptera Motors Corp’s Class B Common Stock has been filed with the Securities and Exchange Commission and became qualified on August 29, 2022. Prior to making any investment in Aptera Motors Corp’s Class B Common Stock, you should review a copy of the offering circular, or contact Aptera Motors Corp by phone at (858) 371-3151. No offer to sell any securities, and no solicitation of an offer to buy any securities, is being made in any jurisdiction in which such offer, sale, or solicitation would not be permitted by applicable law.

$

Deal terms


Minimum investment

$210

The smallest investment amount the issuer is accepting in this offering.

Maximum investment

$500,000

The largest investment amount the issuer is accepting in this offering.

Funding goal

$39.35M

Aptera Motors must achieve its minimum goal of $0.01 before the deadline. The maximum amount the offering can raise is $39.35M.
Learn more

Deadline
Aptera Motors campaign will end on .
Type of security

Class B Common Shares
Learn more

Price per share

$10.5

The price of each share of Class B Common.

How it works

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg A+ securities offering by Aptera Motors Corp.. View the official SEC filing and all updates:
Official SEC Logo Form 1-A SEC.gov
Company documents
Subscription Agreement Aptera Motors Form 253G2.pdf Form CRS.pdf Disclosures & Disclaimers.pdf Additional Risk Disclosures.pdf

Bonus perks

In addition to your Class B Common Shares, you'll receive perks for investing in Aptera Motors.
Invest
$1,000
Receive
  • One free preorder reservation (value $100)
Invest $1,000
Invest
$10,000
Receive
  • 5% discount on the final purchase of your Aptera, up to $2,500 value
Invest $10,000
Invest
$25,000
Receive
  • Tour of Aptera headquarters in Carlsbad, California and test ride in one of our development vehicles
Invest $25,000
Invest
$100,000
Receive
  • Lunch with our founders, Chris Anthony and Steve Fambro
Invest $100,000

About Aptera Motors

Legal Name
Aptera Motors Corp.
Founded
Mar 2019
Form
Delaware Corporation
Employees
81
Website
aptera.us
Social Media
Headquarters
Google Map location of of Aptera Motors
5818 El Camino Real , Carlsbad, CA
Headquarters
5818 El Camino Real, Carlsbad, CA, United States 92008

Aptera Motors Team
Everyone helping build Aptera Motors, not limited to employees

Profile picture of Chris Anthony
Chris Anthony
Founder and Co-CEO
Founder and former CEO of Flux Power, an advanced lithium-battery technology company. Has raised more than $100m in private equity, DPO, and grant funding for technology ventures. B.S. in Finance from the University of North Carolina.
Profile picture of Steve Fambro
Steve Fambro
Founder and Co-CEO
Venture partner and COO of Ocean Holding, an investment and development company dedicated to advancing the use of clean, renewable energy. Founder of Famgro; superefficient pesticide/ herbicide-free indoor food-production system.
Profile picture of Michael Johnson
Michael Johnson
Co-Founder
Venture co-founder, owner, and president/CEO of Esenjay Petroleum, an upstream O&G exploration company based in Corpus Christi, Tex. Co-founder, major shareholder, and director of Flux Power, a lithium-power provider.
Profile picture of Sarah Hardwick
Sarah Hardwick
Chief Marketing Officer
Founder of award-winning agency Zenzi. History of success collaborating with high-profile brands including Nestle, Chiquita, Crystal Geyser, AOL, DirecTV, and more. Savvy digital marketer, passionate community builder, driver of revenue and growth.
Profile picture of Pablo Ucar
Pablo Ucar
VP of Manufacturing
Former VP of Supply Chain at Faraday Future and Sr. Director of Supply Chain at SpaceX. Pablo has an MBA from Thunderbird, a M.S. in Industrial Engineering from ASU and a B.S. in Industrial Engineering from Rochester Institute of Technology.
Profile picture of Jason Hill
Jason Hill
Chief of Design
Founder and president of Eleven LLC, a design studio whose clients include Subaru, IAT, WM China Motors, and SUNRY Automotive. First designer at Porsche’s American design studio; designed exterior of Porsche Carrera GT show car.
Profile picture of Akos  Feher
Akos Feher
VP of Engineering
Former VP of Operations at Shelby American where led the development of Shelby Mustangs. Prior to that, Akos lead the Hot Wheels Racing brand at Mattel. Akos holds a BS in Mechanical Engineering from UC San Diego, and an MBA from USC.
Profile picture of Brian Snow
Brian Snow
Board Member
As a VC investor and the Managing GP of Impala Ventures, Brian Snow spearheads the incubation, acceleration, and scaling of sustainable technology organizations. A member of Aptera's Board of Directors, a key investor, and a strategic advisor.
Profile picture of Jim Chyou
Jim Chyou
CEO of Asia Pacific Operations
With 30+ years of industry experience, Jim focuses on building strategic alliances in the Asia Pacific region to advance Aptera's efforts. Most recently, Chyou served as VP of Product Development at Chery Jaguar Land Rover in Shanghai, China.
6 more team members
Chris Anthony
Founder and Co-CEO
Steve Fambro
Founder and Co-CEO
Michael Johnson
Co-Founder
Sarah Hardwick
Chief Marketing Officer
Pablo Ucar
VP of Manufacturing
Jason Hill
Chief of Design
Akos Feher
VP of Engineering
Brian Snow
Board Member
Jim Chyou
CEO of Asia Pacific Operations

Press

Aptera Motors is first EV maker to integrate Tesla chargi...
Automotive World Automotive World
·
Nov 30, 2022

Ultra-Efficient Solar Vehicles will Feature Newly Opened North American Charging Standard Solar electric vehicle (sEV) ma...

1000-mile Aptera solar EV will get Italian carbon-fiber body
Green Car Reports Green Car Reports
·
Nov 7, 2022

The Aptera solar-assisted EV will get a carbon-fiber composite body from the same supplier used by supercar makers, to ai...

Aptera names solar cell supplier as it begins panel produ...
Electrek Electrek
·
Oct 4, 2022

Solar EV startup Aptera Motors has just announced another major milestone in bringing its long-promised flagship model in...

Solar-Powered EV With 1,000-Mile Range Coming Next Year
CarBuzz CarBuzz
·
Sep 13, 2022

Electric vehicles such as the new Cadillac Lyriq are often touted as the way forward. Thanks to advancements in technolog...

Watch: Aptera Motors Unveils the Newest Version of Its 1,...
Yahoo Yahoo
·
Sep 12, 2022

Aptera Motors is taking the time to make sure it gets its first solar electric vehicle (sEV) just right. The California-b...

Average Electric Car kWh Per Mile [Results From 231 EVs]
Eco Cost Savings Eco Cost Savings
·
Oct 25, 2020

Find the average electric car kWh per 100 miles, along with the best and the worst. Plus see the costs, savings and how y...

Electric Vehicle Basics
NRDC NRDC
·
Jul 31, 2019

Going into our electric road trip through the Midwest, we were well aware of numerous benefits that electric vehicles (EV...

Aptera Announces Solar Cell Supplier: Maxeon Solar Techno...
InsideEVs InsideEVs

Aptera seems to have come a long way in the last year and now looks like it's on the home stretch to actually start produ...

Why Aren't More People Talking About Solar Cars?
Forbes Forbes

For those of you who are regular readers, you expect a question or conundrum to be posed and then hopefully followed by a...

1000 Miles Per Charge - What's 'Under The Hood' Of The Lo...
Forbes Forbes

The race is on to build the most efficient electric car. This alone is worth taking note of, as only a few years back, mo...

Aptera Gets $550,000 Crowd-Led Investment Round
Forbes Forbes

Aptera has successfully raised over a half-million dollars through the crowd-investing site WeFunder. Over a thousand peo...

Aptera Closes $4 Million Series A Round, Claims $250 Mill...
Forbes Forbes

Aptera Motors is slowly doing the things it needs to do to actually gets its quirky three-wheeled electric vehicles into ...

Aptera Electric Car Is Incredibly Efficient And Green, Bu...
Forbes Forbes

Aptera was an established electric car maker which never had much success with their early plans, but has roared back wit...

It looks like the Batmobile, works on solar energy, and c...
Washington Post Washington Post

Climate Solutions Warning: This graphic requires JavaScript. Please enable JavaScript for the best experience. The dream ...

Show all

FAQ

Do you have more information about the risks of investing in this campaign?

Do you have more information about the risks of investing in this campaign?

You can find resources on the risks to investing here: 


Disclosures & Disclaimers 

Additional Risks Disclosures

How can I get more information about Aptera Motors' offering?

How can I get more information about Aptera Motors' offering?

You can view our offering circular at the link below. We recommend you read it before investing:


Link to Offering Circular (Dated August 29, 2022)

Link to latest 253(g)(2) Filing (Dated November 17, 2022)

Link to all SEC Filings


Let us know if you have any additional questions.

Why not Tesla or another competitor?

Why not Tesla or another competitor?

We're in a different lane. Aptera is the only solar electric vehicle company that focuses solely on efficiency.

How can I contact the company?

How can I contact the company?

You can contact our support team via email at equity@aptera.us. Please feel free to reach out with any additional questions or concerns.

Do I need to be an accredited investor to invest?

Do I need to be an accredited investor to invest?

No, the offering is open to both accredited and non-accredited investors.

How will proceeds from this offering be used?

How will proceeds from this offering be used?

The net proceeds of a fully subscribed offering, after total offering expenses and commissions, will be approximately $46,250,000. Aptera Motors plans to use the net proceeds as follows:


  • $20,812,500 will go towards Development and Design
  • $15,262,500 will go towards Production & Equipment
  • $10,175,000 will go towards Selling, General & Administrative expenses
When does the offering close?

When does the offering close?

The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the United States Securities and Exchange Commission, or (3) the date at which the offering is earlier terminated by the company at its sole discretion.

Do I need to be a US citizen to invest?

Do I need to be a US citizen to invest?

Our offering is open to both U.S. citizens and residents as well as international investors.

Will I be able to sell/transfer my shares?

Will I be able to sell/transfer my shares?

Currently there is no market of liquidity for Regulation A+ shares. As an investor in a private company, you typically receive a return on your investment under the following two scenarios:

1.The company gets acquired by another company.

2.The company goes public (undergoes an initial public offering on the NASDAQ, NYSE, or another exchange).

How many shares are being offered?

How many shares are being offered?

We are offering a maximum number of 13,157,894 shares of Class B Common Stock.

What is Aptera?

What is Aptera?

Aptera is the world’s most technologically advanced solar vehicle thanks to a combination of battery efficiency, aerodynamics, material science, and manufacturing.

Why invest in Aptera Motors?

Why invest in Aptera Motors?

As the world adapts to accept more electric vehicles, there’s no better time to invest in this booming industry. Especially with initiatives like the California zero-emissions vehicle executive order, the time is now to invest in solar energy vehicles.

What is the price per share?

What is the price per share?

The price per share is $10.50 in this offering.

Still have questions? Check the discussion section.
Show all FAQ

Risks

We have a limited operating history upon which you can evaluate our performance, and have not yet generated any profits. Accordingly, our prospects must be considered in light of the risks that any new company encounters.
The company was incorporated under the laws of the State of Delaware on March 4, 2019, and we have not yet profits. Further, the only revenue generated by the company relates to revenue generated by our subsidiary, Andromeda Interfaces, Inc. and not from the sale of our vehicles. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of our technology and platform. We anticipate that our operating expenses will increase in the near future, and there is no assurance that we will generate significant revenue or become profitable in the near future. You should consider our business, operations and prospects in light of the risks, expenses and challenges faced as an emerging growth company.
Our auditor has issued a “going concern” opinion.
The company lacks significant working capital and has only recently commenced operations. We will incur significant additional costs before significant revenue is achieved. These matters raise substantial doubt about the company’s ability to continue as a going concern and our existing cash resources are not sufficient to meet our anticipated needs over the next 12 months from the date hereof. During the next 12 months, the company intends to fund its operations with funds received from our Regulation A offering and our proposed future campaign, and additional debt and/or equity financing as determined to be necessary. There are no assurances that management will be able to raise capital on terms acceptable to the company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.
COVID-19 can materially impact our business.
As the novel coronavirus (or “COVID-19”) continues to spread worldwide, its impact on international business operations, supply chains, travel, commodity prices, consumer confidence and business forecasts is becoming increasingly acute. For example, it could complicate our ability to procure materials and partnerships. There may be other effects stemming from this pandemic that are deleterious to our company which we have not yet considered. The pandemic has created issues with shipping that have slowed down our supply chain.
The company plans to raise significantly more capital and future fundraising rounds, including offering equity at a significant discount to the price offered in this offering, which could result in dilution to investors in this offering.
Aptera will need to raise additional funds to finance its operations or fund its business plan. Even if the company manages to raise subsequent financing or borrowing rounds, the terms of those borrowing rounds might be more favorable to new investors or creditors than to existing investors such as you. New equity investors or lenders could have greater rights to the company’s financial resources (such as liens over its assets) compared to existing shareholders. Additional financings could also dilute your ownership stake, potentially drastically. Specifically, the company has concurrent rounds opened for shares of preferred stock, in some of which the share price is less than the shares currently offered in this offering, which would dilute your interest in the company. See “Dilution” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations– Plan of Operation” for more information.
The company operates in a capital-intensive industry.
The design, manufacture, sale and servicing of vehicles is a capital-intensive business. We will need to raise additional capital. We will need to raise additional funds through the issuance of equity, equity-related, or debt securities or through obtaining credit from government or financial institutions. This capital will be necessary to fund ongoing operations, continue research, development and design efforts, establish sales centers, improve infrastructure, and make the investments in tooling and manufacturing equipment required to launch our vehicle. We cannot assure you that we will be able to raise additional funds when needed, in which case we will cease operating and you may lose your entire investment.
The terms of any loan may not be favorable to the company.
We may have to seek loans from financial institutions. Typical loan agreements might contain restrictive covenants which may impair the company’s operating flexibility. A default under any loan agreement could result in a charging order that would have a material adverse effect on the company’s business, results of operations or financial condition.
Aptera operates in a highly competitive market.
The company competes with many other automobile manufacturers that have substantially greater resources than the company. Such competition may result in the company being unable to compete effectively, recruit or retain qualified employees or obtain the capital necessary to fund the company’s operations and develop its vehicles. The company’s inability to compete with other automobile manufacturers for a share of the energy efficient vehicle market would have a material adverse effect on the company’s results of operations and business.
We face significant technological and legal barriers to entry.
We face significant barriers as we attempt to produce our vehicle. We do not yet have any prototypes and do not have a final design, a manufacturing facility or manufacturing processes. The automobile industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment costs of designing and manufacturing vehicles, long lead times to bring vehicles to market from the concept and design stage, the need for specialized design and development expertise, regulatory requirements and establishing a brand name and image and the need to establish sales and service locations. We must successfully overcome these and other manufacturing and legal barriers to be successful.
Our success is dependent upon consumers’ willingness to adopt energy-efficient, solar-powered vehicles.
If we cannot develop sufficient market demand for energy-efficient, solar powered vehicles, we will not be successful. Factors that may influence the acceptance of three-wheeled vehicles include: •perceptions about battery life, range and other performance factors; •the availability of alternative fuel vehicles, including plug-in hybrid electric and all-electric vehicles; •improvements in the fuel economy of the internal combustion engine; •the environmental consciousness of consumers; •volatility in the cost of oil and gasoline; and •government regulations and economic incentives promoting fuel efficiency and alternate forms of transportation.
Developments and improvements in alternative technologies such as hybrid engine or full electric vehicles, or in the internal combustion engine, or continued low retail gasoline prices may materially and adversely affect the demand for our energy-efficient, solar-powered vehicles.
Significant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways that we do not currently anticipate. If alternative energy engines or low gasoline prices make existing vehicles less expensive to operate, we may not be able to compete with manufacturers of such vehicles.
We face several regulatory hurdles.
Our vehicles will need to comply with many governmental standards and regulations relating to vehicle safety, fuel economy, emissions control, noise control, and vehicle recycling, among others. In addition, manufacturing facilities are subject to stringent standards regulating air emissions, water discharges, and the handling and disposal of hazardous substances. Compliance with all of these requirements, though most are self-certified, may delay our production launch, thereby adversely affecting our business and financial condition.
Motor vehicles, like those produced by the company, are highly regulated and are subject to regulatory changes.
The company is aware that the National Highway Transportation Safety Administration is reviewing whether to adopt new safety regulations pertaining to three-wheeled motor vehicles. Currently, US motorcycle regulations apply to such vehicles. New regulations could impact the design of our vehicles and our ability to produce those vehicles, possibly negatively affecting our financial results. Additionally, state level regulations are inconsistent with regard to whether a helmet is required to operate one of our vehicles. Sales may be negatively impacted should any state alter its requirements with regard to customer use of helmets.
Demand in the vehicle industry is highly volatile.
Volatility of demand in the vehicle industry may materially and adversely affect our business prospects, operating results and financial condition. The markets in which we will be competing have been subject to considerable volatility in demand in recent periods. Demand for automobile sales depends to a large extent on general, economic, political and social conditions in a given market and the introduction of new vehicles and technologies. As a new start-up manufacturer, we will have fewer financial resources than more established vehicle manufacturers to withstand changes in the market and disruptions in demand.
We may be affected by uncertainty over government purchase incentives.
The company’s vehicle cost thesis strongly benefits from purchase incentives at the state and national government levels. The existence or lack of tax incentives will affect the adoption velocity of our products in the marketplace. An inability to take advantage of tax incentives may negatively affect our revenues.
We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
We may become subject to product liability claims, which could harm our business, prospects, operating results and financial condition. The automobile industry experiences significant product liability claims and we face an inherent risk of exposure to claims in the event our vehicles do not perform as expected or malfunction resulting in personal injury or death. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our vehicles and business and inhibit or prevent commercialization of other future vehicle candidates, which could have material adverse effect on our brand, business, prospects and operating results. Any lawsuit seeking significant monetary damages either in excess of our liability coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may not be able to secure product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.
Limited intellectual property protection may cause us to lose our competitive advantage and adversely affect our business.
We have filed for five patents, two of which are design patents and the other three of which are for utility patents. The three utility patents are provisional applications. These patent applications and/or any patent applications we may file in the future may not be successful. To date, we have relied on copyright, trademark and trade secret laws, as well as confidentiality procedures and licensing arrangements, to establish and protect intellectual property rights to our technologies and vehicles. We typically enter into confidentiality or license agreements with employees, consultants, consumers and vendors in an effort to control access to and distribution of technology, software, documentation and other information. Policing unauthorized use of this technology is difficult and the steps taken may not prevent misappropriation of the technology. In addition, effective protection may be unavailable or limited in some jurisdictions outside the United States, Canada and the United Kingdom. Litigation may be necessary in the future to enforce or protect our rights or to determine the validity and scope of the rights of others. Such litigation could cause us to incur substantial costs and divert resources away from daily business, which in turn could materially adversely affect the business.
Our failure to obtain or maintain the right to use certain intellectual property may negatively affect our business.
Our future success and competitive position depends in part upon our ability to obtain or maintain certain proprietary intellectual property used in our principal products. This may be achieved, in part, by prosecuting claims against others who we believe are infringing our rights and by defending claims of intellectual property infringement brought by others. While we are not currently engaged in any material intellectual property litigation, in the future we may commence lawsuits against others if we believe they have infringed our rights, or we may become subject to lawsuits alleging that we have infringed the intellectual property rights of others. For example, to the extent that we have previously incorporated third-party technology and/or know-how into certain products for which we do not have sufficient license rights, we could incur substantial litigation costs, be forced to pay substantial damages or royalties, or even be forced to cease sales in the event any owner of such technology or know-how were to challenge our subsequent sale of such products (and any progeny thereof). In addition, to the extent that we discover or have discovered third-party patents that may be applicable to products or processes in development, we may need to take steps to avoid claims of possible infringement, including obtaining non-infringement or invalidity opinions and, when necessary, re-designing or re-engineering products. However, we cannot assure you that these precautions will allow us to successfully avoid infringement claims. Our involvement in intellectual property litigation could result in significant expense to us, adversely affect the development of sales of the challenged product or intellectual property and divert the efforts of our technical and management personnel, whether or not such litigation is resolved in our favor. In the event of an adverse outcome in any such litigation, we may, among other things, be required to: •pay substantial damages; •cease the development, manufacture, use, sale or importation of products that infringe upon other patented intellectual property; •expend significant resources to develop or acquire non-infringing intellectual property; •discontinue processes incorporating infringing technology; or •obtain licenses to the infringing intellectual property. We cannot assure you that we would be successful in any such development or acquisition or that any such licenses would be available upon reasonable terms, if at all. Any such development, acquisition or license could require the expenditure of substantial time and other resources and could have a material adverse effect on our business, results of operations and financial condition.
The company’s insurance may not be sufficient.
There can be no assurance that its insurance is sufficient to cover the full extent of all of its losses or liabilities for which it is insured. Further, insurance policies expire annually, and the company cannot guarantee that it will be able to renew insurance policies on favorable terms, or at all. In addition, if it, or other leisure facilities, sustain significant losses or make significant insurance claims, then its ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected. If the company’s insurance coverage is not adequate, or it becomes subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by their employees, this could adversely affect the company’s financial condition or results of operations.
Aptera depends on a small management team and may need to hire more people to be successful.
The success of the company will greatly depend on the skills, connections and experiences of the executives, Chris Anthony and Steve Fambro. The company has not entered into employment agreements with any of the aforementioned executives. There is no guarantee that the executives will agree to terms and execute employment agreements that are favorable to the company. Should any of them discontinue working for the company, there is no assurance that the company will continue. Further, there is no assurance that the company will be able to identify, hire and retain the right people for the various key positions.
The company relies on outside parties to provide technological and manufacturing expertise.
The company has relied upon consultants, engineers and others and intends to rely on these parties for technological and manufacturing expertise. Substantial expenditures are required to develop and produce energy efficient, solar-powered automobiles. If such parties’ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the company.
As a growing company, we have to develop reliable accounting resources. Failure to achieve and maintain effective internal accounting controls could prevent us from producing reliable financial reports.
Effective internal controls and accounting resources are necessary for us to provide reliable financial reports, which, as a growing company, we are still building out. Failure to achieve and maintain an effective internal accounting and control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our business and financial results.
The offering price of our Securities has been arbitrarily determined.
Our management has determined the number and price of Securities offered by the company. The price of the Securities we are offering was arbitrarily determined based upon our estimates of the current market value, illiquidity, and volatility of our common stock, our current financial condition, the prospects for our future cash flows and earnings, and market and economic conditions at the time of the Offering. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially early-stage companies, is difficult to assess and investors may risk overpaying for their investment.
We have broad discretion in the use of the net proceeds from this Offering and our use of the net proceeds may not yield a favorable financial return from purchasing our Securities.
Our management will have broad discretion in the application of the net proceeds from this Offering and may spend or invest these proceeds in ways with which you may not agree. The failure by our management to apply these funds effectively or in a manner that yields a favorable return or any return, and this could have a material adverse effect on our business, financial condition and results of operations.
There is no minimum amount set as a condition to closing this offering.
Because this is a “best efforts” offering with no minimum, the company will have access to any funds tendered. This might mean that any investment made could be the only investment in this offering, leaving the company without adequate capital to pursue its business plan or even to cover the expenses of this offering.
There is no current market for our Securities.
There is no formal marketplace for the resale of our Securities. The Securities may be traded over-the-counter to the extent any demand exists. These securities are illiquid and there will not be an official current price for them, as there would be if we were a publicly-traded company with a listing on a stock exchange. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral. Since we have not yet established a trading forum for the common stock or Class B Common Stock, there will be no easy way to know what the Securities are “worth” at any time. Even if we seek a listing on the “OTCQX” or the “OTCQB” markets or another alternative trading system or “ATS,” there may not be frequent trading and therefore no market price for the Securities.
You will need to keep records of your investment for tax purposes.
As with all investments in securities, if you sell the Securities, you will probably need to pay tax on the long- or short-term capital gains that you realize if sold at a profit or set any loss against other income. If you do not have a regular brokerage account, or your regular broker will not hold the Securities for you (and many brokers refuse to hold Regulation A securities for their customers) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell.
Our officers control the company and we currently have no independent directors.
Two of our executive officers and directors are currently also our controlling shareholders. As holders of 55.00% of the outstanding Class A Common Stock, they will continue to hold a majority of the voting power of all our equity stock and therefore control the board. This could lead to unintentional subjectivity in matters of corporate governance, especially in matters of compensation and related party transactions. We also do not benefit from the advantages of having any independent directors, including bringing an outside perspective on strategy and control, adding new skills and knowledge that may not be available within the company, having extra checks and balances to prevent fraud and produce reliable financial reports.
Our executive officers and directors may be subject to potential conflicts of interest arising from outside business activities.
We may be subject to various potential conflicts of interest because of the fact that some of our officers and directors may be engaged in a range of business activities. In addition, our executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the company. In some cases, our executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to our business and affairs and that could adversely affect our operations. These business interests could require significant time and attention of our executive officers and directors.
We have broad discretion in how we use the proceeds of this Offering and may not use these proceeds effectively, which could affect our results of operations and cause the price of our Securities to decline.
We will have considerable discretion in the application of the net proceeds of this Offering. We intend to use the net proceeds from this Offering to fund our business strategy, including without limitation, new and ongoing research and development, production, offering expenses, working capital and other general corporate purposes, which may include funding for the hiring of additional personnel. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of the net proceeds of this Offering. We may use the net proceeds for purposes that do not yield a significant return, any return at all for our shareholders or even the ability to return your capital. In addition, pending their use, we may invest the net proceeds from this Offering in a manner that does not produce income or that loses value.
We do not intend to pay dividends on our Securities and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Securities.
We have never declared or paid any cash dividend on our Securities and do not currently intend to do so in the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. Therefore, the success of an investment in the Securities will depend upon any future appreciation in their value. There is no guarantee that the Securities will appreciate in value or even maintain the price at which you purchased them or have any value at all.
The company has series of preferred stock with rights superior to those of the Common Stock offered in this offering, including a liquidation preference.
The company has series of preferred stock that have rights superior to those of those of Common Stock. Specifically, holders of preferred stock have liquidation preferences over holders of Common Stock being offered in this offering. This liquidation preference is paid if the amount a holder of preferred stock would receive under the liquidation preference is greater than the amount such holder would have received if such holder’s shares of preferred stock had been converted to Common Stock immediately prior to the liquidation event. If a liquidation event, including a sale of our company, were to occur that resulted in a distribution of potentially up to approximately $9 million, the holders of those series of preferred stock could be entitled to all proceeds of cash distributions, see “Securities Being Offered”.
The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of California and our Certificate of Incorporation has a forum selection provision that requires disputes be resolved in the Court of Chancery in the State of Delaware, regardless of convenience or cost to you, the investor.
In order to invest in this offering, investors agree to resolve disputes arising under the subscription agreement in state or federal courts located in the State of California, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement, including those related federal securities laws. Further, our Certificate of Incorporation contains an exclusive forum provision for certain lawsuits including any derivative action brought on behalf of the company; see “Plan of Distribution and Selling Securityholders – Forum Selection Provisions.” Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that these exclusive forum provisions apply to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context.
The exclusive forum provision in the certificate of incorporation does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
For both instruments, investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. These forum selection provisions may limit your ability to obtain a favorable judicial forum for disputes with us. Alternatively, if a court were to find a provision inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
Investors in this Offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement.
Investors in this Offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the agreement, including any claims made under the federal securities laws. By signing the agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel. However, investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement, by a federal or state court in the State of California. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement. If you bring a claim against the company in connection with matters arising under the agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action. Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms the agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of the company’s securities or by the company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws. The jury trail waiver only applies to claims against the company arising out of or related to the subscription agreement. As the provisions of the subscription agreement relate to the initial sale of the securities, subsequent transferees will not be bound by the subscription agreement and therefore to the conditions, obligations and restrictions thereunder, including the jury trial waiver.
The company’s Board of Directors may require stockholders to participate in certain future events, including our sale or the sale of a significant amount of our assets.
Our bylaws contain a drag-along provision and if enforceable, our stockholders will be subject that provision related to the sale of the company. If the Board of Directors receives and accepts a bona fide written offer to engage in a sale of the company, or agrees to a liquidation or winding down of the company, in one transaction or a series of related transactions, stockholders will be required to sell their shares at the that or otherwise participate in the transaction even if they don’t want to sell their shares at that price or participate in that transaction. See “Securities Being Offered – Common Stock – Drag-Along Rights,” below. Specifically, investors will be forced to sell their stock in that transaction regardless of whether they believe the transaction is the best or highest value for their shares, and regardless of whether they believe the transaction is in their best interests.
Show all Risks

Discussion

Ask questions and share feedback with the Aptera Motors team below. If you have support related questions for Republic, please contact investors@republic.co.
Loading
Logo of Aptera Motors

Aptera Motors

Invest in Aptera Motors
Profile picture of Steve Dayan
Profile picture of Christopher Leahy
Profile picture of Michael Nass
Profile picture of RYAN WEAVER
Profile picture of Gregory Brewsaugh
Steve, Christopher, Michael, RYAN, Gregory, and 1388 others invested. 133 Reviews

Invest in
one tap.

Scan code to get the new
Republic app for iOS.

Download the
Republic app for iOS

Republic

Giving everyone access to early-stage startup investing

For investors
  • Why invest
  • How it works
  • FAQ
  • Risks
  • Privacy policy
  • Accessibility
  • Cookie Preferences
  • Form CRS
For startups
  • Why raise
  • Learn
  • FAQ
  • Instruments
  • Crowd SAFE
  • Tokenized assets
Crypto
  • For investors
  • For companies
  • How it works
  • Token DPA
  • Tokenization
Company
  • About
  • Journal
  • Events
  • Contact
  • We're hiring!
Dollar Refer a startup, get $2,500
Dollar Refer a startup, get $2,500

Invest in the app

Android app iOS app

Invest in the app

Android app iOS app

This site (the "Site") is owned and maintained by OpenDeal Inc., which is not a registered broker-dealer. OpenDeal Inc. does not give investment advice, endorsement, analysis or recommendations with respect to any securities. All securities listed here are being offered by, and all information included on this Site is the responsibility of, the applicable issuer of such securities. The intermediary facilitating the offering will be identified in such offering’s documentation.

All funding-portal activities are conducted by OpenDeal Portal LLC doing business as Republic, a funding portal which is registered with the US Securities and Exchange Commission (SEC) as a funding portal (Portal) and is a member of the Financial Industry Regulatory Authority (FINRA). OpenDeal Portal LLC is located at 149 E 23rd St #2001, New York, NY 10010, please check out background on FINRA’s Funding Portal page.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 1345 Avenue of the Americas, 15th Floor, New York, NY 10105, please check our background on FINRA’s BrokerCheck.

Certain pages discussing the mechanics and providing educational materials regarding regulation crowdfunding offerings may refer to OpenDeal Broker LLC and OpenDeal Portal LLC collectively as “Republic”, solely for explanatory purposes.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC make investment recommendations and no communication, through this Site or in any other medium should be construed as a recommendation for any security offered on or off this investment platform. Investment opportunities posted on this Site are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value, are subject to holding period requirements and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Only qualified investors, which may be restricted to only Accredited Investors or non-U.S. persons, may invest in offerings hosted by OpenDeal Broker.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC, nor any of their officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors.

By accessing the Site and any pages thereof, you agree to be bound by the Terms of Use and Privacy Policy. Please also see OpenDeal Broker’s Business Continuity Plan and Additional Risk Disclosures. All issuers offering securities under regulation crowdfunding as hosted by OpenDeal Portal LLC are listed on the All Companies Page. The inclusion or exclusion of an issuer on the Platform Page and/or Republic’s Homepage, which includes offerings conducted under regulation crowdfunding as well as other exemptions from registration, is not based upon any endorsement or recommendation by OpenDeal Inc, OpenDeal Portal LLC, or OpenDeal Broker LLC, nor any of their affiliates, officers, directors, agents, and employees. Rather, issuers of securities may, in their sole discretion, opt-out of being listed on the Platform Page and Homepage.

Investors should verify any issuer information they consider important before making an investment.

Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Therefore, when you use the Services we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license, passport or other identifying documents.

Republic and its affiliates are not and do not operate or act as a bank. Certain banking services are provided by BankProv, member FDIC / member DIF. Digital (crypto) assets and investment products are not insured by the FDIC, may lose value, and are not deposits or other obligations of BankProv and are not guaranteed by BankProv. Terms and conditions apply.

Invest in startups using your credit card
You can invest using your credit card

Made in SF/NYC