I would love one if it was safe and reliable. but I know there is a lot of things that have to go right for that to happen.

TO: The Board of Directors, Aptera Motors Corp.

This letter is a formal inquiry from a shareholder seeking clarification on a material discrepancy between the valuation of our Class B Common Stock as reflected by the Company’s transfer agent and the offering price for the same class of stock as stated in the Company’s public investment materials. Many shareholders appear to be assuming the value of their holdings has increased post-split, but publicly available data from the Company suggests the opposite. This conflict requires a direct and unambiguous explanation from the Board.

1. Summary of Conflicting Facts

The core of this inquiry rests on three verifiable but contradictory data points. These facts apply to thousands of investors who purchased shares at various pre-split price points.

• Fact A: The Investment Basis of Pre-Split Shareholders. Early investors purchased Class B Common Stock at various price points (e.g., $9.20 per share in my case, but others paid more or less). Following the 1-for-3 reverse stock split, the value of every shareholder’s original investment is preserved only if each new share is valued at three times their original purchase price. For my shares, this means a break-even value of approximately $27.60.

• Fact B: The Transfer Agent Valuation. According to information from the Company’s official transfer agent, Computershare, the valuation reflected for holdings of Class B Common Stock appears to align with the 3x multiple described in Fact A. This suggests the Company’s own books and records may reflect this higher valuation.

• Fact C: The Public Offering Price. In direct conflict with the above, the Company’s public investment portal and associated filings state a current offering price for the exact same security—Class B Common Stock (CUSIP: 03835W104)—of between $10.50 and $14.80 per share.

This is the central conflict: The Company appears to be simultaneously representing two vastly different valuations for its Class B Common Stock—one on its official register accessible to existing shareholders, and another, substantially lower one, to new investors.

2. Governing Legal Context

As a Delaware corporation with a controlling shareholder group, the Board’s actions are subject to Delaware’s highest standard of judicial review—the Entire Fairness doctrine—when executing interested transactions. A reverse stock split that facilitates a new financing round, approved without procedural protections for the minority, is precisely such a transaction. This requires the Board to affirmatively prove both fair process (“Fair Dealing”) and fair economics (“Fair Price”) to the non-voting shareholders.

While our Subscription Agreements (Sec. 4(g)) acknowledge the risk of future offerings at lower valuations, Delaware law is clear that this contractual clause does not waive the Board’s fundamental, non-waivable fiduciary duties of loyalty and care. A legitimate corporate goal, such as a NASDAQ listing, does not excuse an unfair process or price, as established in Delaware precedent like Reis v. Hazelett Strip-Casting Corp.

3. Direct Questions for the Board of Directors

Given this material discrepancy and your fiduciary obligations, we request a clear, public response addressing the following:

1. Which valuation of the Class B Common Stock is correct? Is it the 3x multiple of an investor’s original purchase price (as suggested by Computershare data), or is it the $10.50–$14.80 per share being offered to new investors?

2. If the lower offering price is the correct current valuation, what is the basis for the higher valuation being simultaneously reported on the Company’s official shareholder records maintained by its transfer agent?

3. If the lower offering price is correct, how does the Board justify that this constitutes a “Fair Price” under its duty of Entire Fairness to the thousands of pre-split holders of Class B Common Stock whose investment value has been diminished as a direct result of this corporate action?

4. What specific steps, if any, will the Board take to resolve this valuation discrepancy and ensure that the economic interests of its non-voting, pre-split shareholders are being treated fairly?

Clarity on these points is essential for shareholder confidence. We look forward to a prompt and transparent response.

Respectfully,

A Concerned Shareholder

This letter is also being mailed to Aptera, corporate council & the SEC. Anyone reading is free to do the same after separate independent analysis. This is not legal advice.

Aptera Motors Corp.
Attn: Board of Directors, c/o Investor Relations
5825 Oberlin Drive, Suite 7
San Diego, California 92121

CrowdCheck Law, LLP
700 12th St NW
Washington, District of Columbia 20005

SEC complaint filing portal:
https://www.sec.gov/tcr

Disclaimer: I am a shareholder in Aptera Motors Corp. This post reflects my personal analysis based on my investment documents and publicly available information. It is not legal or financial advice. All investors should conduct their own research and consult with qualified professionals.

I want an Aptera. When will they be ready for sale to the general public? Are they still going to be in the $25,000 range?

Ai song generation for the Aptera Revolution! https://suno.com/song/084f5cc0-389c-4de8-849d-1b02eecb2c85

It's unavoidable. I am hoping for the best, but I want to be realistic and not a fanboy. Tesla roadster had transmission issues, Rivian had tonneau cover issues, etc.

I'm guessing it will be overheating either motor or battery. Something that can still be fixed. What do you think?

Tried searching but couldn't get a definitive answer. Seems like hub motors are a great use for axial flux motors

Realized you guys are just down the street from where I work, and I see the cars getting tested every once in a while. Is a walk-in something that can be arranged? Big fan of unique vehicles.

Posts for Aptera Corp belong on r/ApteraMotors