Aptera Motors Corp. Enters into Share Purchase Agreement with New Circle Principal Investments LLC

Aptera Motors Corp., a Delaware-based electric vehicle manufacturer, has entered into a Share Purchase Agreement with New Circle Principal Investments LLC, a private investment firm. The agreement allows Aptera Motors to sell up to $75 million of newly issued Class B common stock to New Circle, with the option to issue shares at either 97% of the lowest daily volume-weighted average price over three trading days or 96% of the volume-weighted average price on a single trading day. The deal is expected to provide Aptera Motors with working capital and general corporate purposes.

Key Takeaways:

• Aptera Motors Corp. has entered into a Share Purchase Agreement with New Circle Principal Investments LLC, allowing up to $75 million of newly issued Class B common stock to be sold to New Circle.
• The agreement includes two pricing options: 97% of the lowest daily volume-weighted average price over three trading days or 96% of the volume-weighted average price on a single trading day.
• Aptera Motors will use the net proceeds from sales, if any, for working capital and general corporate purposes.
• The Purchase Agreement will automatically terminate upon the earliest of 36 months from its effective date, the date New Circle makes payment for Common Stock equal to the Total Commitment, or the date any statute or regulation prohibits the transactions contemplated by the Purchase Agreement.
• Aptera Motors may also terminate the Purchase Agreement at any time upon five trading days' prior written notice to New Circle, subject to certain conditions.
• New Circle has committed to not enter into or effect any short sales of Aptera Motors' Class B common stock or hedging transactions establishing a net short position with respect to the Company's Class B common stock.

Statistics:

• Maximum amount of newly issued Class B common stock to be sold: $75 million
• Authentication period for New Circle to purchase Common Stock: maximum of 36 months from the effective date of the initial Registration Statement
• Total Commitment for New Circle to purchase Common Stock: $75 million
• Specific Conditions for the Purchase Agreement: minimum 4.99% and maximum 19.99% ownership limits per the Nasdaq Capital Market rules

Sources:

• UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2025
• Aptera Motors Corp. October 14, 2025 8-K filing
• UNITED STATES SECURITIES AND EXCHANGE COMMISSION EXHIBIT 10.1 Share Purchase Agreement dated October 13, 2025, by and between Aptera Motors Corp. and New Circle Principal Investments LLC.