0001493152-25-019131 | S-1/A | XBRL Viewer

STOCK-BASED COMPENSATION

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 7 – STOCK-BASED COMPENSATION

Stock Option and Incentive Plan

In June 2021, our Board approved and we adopted the 2021 Stock Option and Incentive Plan (the “Plan”). The Plan allows us and any future subsidiaries to grant incentive and non-statutory stock options, and restricted stock awards to our employees, non-employee directors and consultants. The primary purpose of the Plan is to enable us to attract, retain and motivate our employees, non-employee directors and consultants.

The Plan is administered by a Committee as defined in the Plan. The maximum aggregate number of common stock shares that may be granted under the Plan is 6,333,333. The Committee has full discretion to set the vesting criteria. The exercise price of stock options granted may not be less than 100% of the fair market value of our common stock on the date of grant. The Plan prohibits the repricing of outstanding stock options without prior shareholder approval. The term of stock options granted under the Plan may not exceed ten years. The Board may amend, alter, or discontinue the Plan, but shall obtain shareholder approval of any amendment as required by applicable law.

The number of shares of common stock that remain available for issuance under the Plan was 1,928,646 as of June 30, 2025.

Outstanding stock options generally expire 10 years from the date of grant and are exercisable when the options vest. Stock options generally vest over four years, one-quarter of such shares vesting on each year anniversary of the vesting commencement date. A summary of stock option activity is as follows (aggregate intrinsic values in thousands):

SUMMARY OF STOCK OPTION ACTIVITY

	Options			Weighted average exercise price		Aggregate Intrinsic value		Weighted average grant date fair value		Weighted average remaining contractual term
Balance at December 31, 2024		3,803,417		$	19.17	$	46,903	$	15.84		6.8
Granted		746,847		$	31.50	$	9,634	$	37.83		9.5
Exercised		-			-		-		-		-
Forfeited		(27,137	)		31.50		350	$	25.77		-
Expired		(118,439	)		15.44		5,994	$	11.98		-
Outstanding and expected to vest at June 30, 2025		4,404,688		$	21.20	$	102,178	$	19.56		6.78
Vested and exercisable at June 30, 2025		3,361,504		$	19.12	$	84,981	$	15.87		6.51

The total fair value of stock options granted during the six months ended June 30, 2025 and 2024, respectively was $28.3 million and $0 million, respectively, which is being recognized over their respective vesting periods.

We estimate the fair value of the options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of our share price over the expected term, expected risk-free interest and underlying estimated fair value of stock price.

	Six Months Ended June 30, 2025			Six Months Ended June 30, 2024
Weighted average risk-free interest rate		4.05	%		—
Weighted average expected volatility		105.97	%		—
Weighted average expected term (in years)		5.84			—
Expected dividend yield		—			—
Exercise price	$	31.50		$	—
Estimated fair value of stock price	$	44.40

Modification of Option Grants

During the six months ended June 30, 2025 and 2024, the Company modified the post-termination exercise period for stock option awards granted to certain former employees, executives, and board members. Specifically, the modifications extended the period during which these individuals may exercise their options after leaving the Company. These changes resulted in incremental stock-based compensation expense of $0.5 million and $5.5 million for the six months ended June 30, 2025 and 2024, respectively.

Expected Option Term: The expected option term represents the period that options granted are expected to be outstanding. Given the limited historical exercise data of our stock options, we utilize the simplified method, to estimate the expected term. This method calculates the expected term as the midpoint between the vesting period and the contractual term of the options.

Expected Volatility: The expected volatility is a measure of the amount by which our share price is anticipated to fluctuate during the expected term of the options. We determine expected volatility based on the historical volatility of comparable publicly traded companies within our industry. These comparable companies were selected based on factors such as industry similarity, market capitalization, and stage of development. The historical volatility is calculated over a period consistent with the expected term of the options.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date for periods corresponding to the expected term of the options.

Dividend Yield: The Company has not historically paid dividends and does not anticipate paying dividends in the foreseeable future. Therefore, the dividend yield is assumed to be zero.

These assumptions are evaluated and adjusted as necessary based on changes in market conditions and historical experience.

The allocation of stock-based compensation expense was as follows (in thousands):

	2025		2024		2025		2024
	For the three months ended June 30,				For the six months ended June 30,
	2025		2024		2025		2024
General, selling and administrative	$	5,896	$	1,009	$	11,167	$	7,111
Research and Development		3,814		243		4,619		1,573
Total stock-based compensation	$	9,710	$	1,252	$	15,786	$	8,684

As of June 30, 2025 the total unrecognized compensation cost related to outstanding time-based options was $28.9 million, which is expected to be recognized over a weighted-average period of 1.61 years.

NOTE 11 – STOCK-BASED COMPENSATION

Stock Option and Incentive Plan

The number of shares of common stock that remain available for issuance under the Plan was 2,529,916 as of December 31, 2024.

SUMMARY OF STOCK OPTION ACTIVITY

	Options			Weighted average exercise price		Aggregate Intrinsic value		Weighted average grant date fair value		Weighted average remaining contractual term
Balance at December 31, 2022		3,665,931		$	15.45	$	58,697	$	12.84		8.8
Granted		597,147			30.39				24.87		9.4
Exercised		—			—				—		—
Cancelled		(327,860	)		18.84				15.93
Outstanding and expected to vest at December 31, 2023		3,935,218		$	17.43	$	55,344	$	14.43		8.0
Granted		355,683			31.50				25.53		9.7
Exercised		(642	)		11.40				9.96		—
Forfeited		(11,988	)		31.29				26.25
Expired		(474,854	)		14.10				11.31
Outstanding and expected to vest at December 31, 2024		3,803,417		$	19.17	$	46,903	$	15.84		6.8
Vested and exercisable at December 21, 2024		3,347,404		$	18.18	$	44,561	$	15.09		6.5

The total fair value of stock options granted during the year ended December 31, 2024 and 2023, respectively was $9.1 million and $14.9 million, respectively, which is being recognized over their respective vesting periods. The total fair value of stock options vested during the year ended December 31, 2024 and 2023 was approximately $9.0 million and $35.2 million, respectively.

Modification of Option Grants

During the years ended December 31, 2024 and 2023, the Company modified the post-termination exercise period for stock option awards granted to certain former employees, executives, and board members. Specifically, the modifications extended the period during which these individuals may exercise their options after leaving the Company. These changes resulted in incremental stock-based compensation expense of $5.5 million and $3.2 million in 2024 and 2023, respectively.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date for periods corresponding to the expected term of the options.

Dividend Yield: The Company has not historically paid dividends and does not anticipate paying dividends in the foreseeable future. Therefore, the dividend yield is assumed to be zero.

These assumptions are evaluated and adjusted as necessary based on changes in market conditions and historical experience.

	Year Ended December 31, 2024			Year Ended December 31, 2023
Weighted average risk-free interest rate		3.60	%		3.92	%
Weighted average expected volatility		107.15	%		103.3	%
Weighted average expected term (in years)		5.78			5.18
Expected dividend yield		0.0	%		0.0	%
Exercise price	$	25.98		$	17.43

The allocation of stock-based compensation expense for the year ended December 31, 2024 and 2023 was as follows (in thousands):

	Year Ended December 31, 2024		Year Ended December 31, 2023 (as restated)
General, selling, and administrative	$	11,808	$	26,585
Research and development		3,460		8,538
Total stock-based compensation	$	15,268	$	35,123

As of December 31, 2024 the total unrecognized compensation cost related to outstanding time-based options was $9.2 million, which is expected to be recognized over a weighted-average period of 1.31 years.

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 13,070	$ 13,160	$ 16,967
Grant funds receivable	1,599	855	345
Prepaids and other	423	375	415
Total current assets	15,092	14,390	17,727
Deposits and other long-term assets	1,050	1,550	2,293
Property and equipment, net	16,645	16,885	14,670
Operating lease assets, net	1,676	2,104	2,901
Total assets	34,463	34,929	37,591
Current liabilities:
Accounts payable	474	277	4,780
Accrued liabilities	1,071	1,159	835
Unearned reservation fees	4,095	4,086	3,863
Current portion of lease liabilities	1,092	1,030	915
Current portion of lease liabilities and other current liabilities		1,030	915
Total current liabilities	6,732	6,552	10,393
Right of use liabilities - operating lease	903	1,468	2,498
Other long-term liabilities	15	15	15
Total liabilities	7,650	8,035	12,906
Commitments and contingencies (Note 8)
Stockholders’ Equity
Preferred stock, $0.0001 par value, 31,304,495 authorized; 3,721,394 shares issued and outstanding (Note 9)
Additional paid-in capital	327,172	304,584	268,001
Subscription receivables	(12)	(281)	(814)
Accumulated deficit	(300,350)	(277,412)	(242,505)
Total stockholders’ equity	26,813	26,894	24,685
Total liabilities and stockholders’ equity	34,463	34,929	37,591
Common Class A [Member]
Stockholders’ Equity
Common stock	2	2	2
Common Class B [Member]
Stockholders’ Equity
Common stock	$ 1	$ 1	$ 1

SUBSEQUENT EVENTS

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

Regulation A+ Common Stock Offering

In November 2024, the Company commenced a Regulation A+ offering of its Class B common stock priced at $44.40 per share. The total amount that can be raised through this offering is $15 million and remains ongoing. Subsequent to the balance sheet date and through the date of this filing, the Company raised an additional $3.0 million through this offering. On July 26, 2025 the Company closed its Regulation A+ Common Stock Offering to new investment.

Regulation D Class B Common Stock Offering

In November 2024, the Company commenced a Regulation D Rule 506(c) offering of its Class B common stock priced at $31.50 per share. The total amount that can be raised through this offering is $20 million. This offering remains ongoing and is limited to accredited investors. Subsequent to the balance sheet date and through the date of this filing, the Company raised an additional $0.8 million through this offering. On July 26, 2025 the Company closed its Regulation D Common Stock Offering to new investment.

Reverse Stock Split

On August 5, 2025, the Company effected a 1-for-3 reverse stock split of its issued and outstanding Class A common stock, Class B common stock, and each series of Series B-1 preferred stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every three shares of each class or series issued and outstanding immediately prior to the effective time were automatically reclassified into one share of the same class or series. No fractional shares were issued as a result of the Reverse Stock Split; instead, any fractional shares resulting from the split were rounded up to the nearest whole share. The par value of the Company’s capital stock and the total number of authorized shares were not affected by the Reverse Stock Split. Accordingly, all share and per-share amounts for all periods presented in the accompanying condensed consolidated financial statements and related notes have been retroactively restated to reflect the reverse stock split.

Conversion of Series B-1 Preferred Stock

In July 2025, the holders of Series B-1 Preferred Stock voted to amend the automatic conversion provisions of its Series B-1 preferred stock. Each share of Series B-1 preferred stock will automatically convert into Class B common stock upon the earlier of (i) a Qualified Public Company Event, as defined in our current certificate of incorporation, or (ii) such other event or date approved by the holders of a majority of the then outstanding Series B-1 preferred stock. The certificate of amendment effecting such change was filed on August 5, 2025.

As the Company’s registration statement was declared effective by the U.S. Securities and Exchange Commission on September 30, 2025, this event constituted a Qualified Public Company Event, resulting in the automatic conversion of all outstanding shares of Preferred Stock into shares of Class B Common Stock as of that date.

Conversion of Class A to Class B

In September and October 2025, certain holders of the Company’s Class A common stock voluntarily converted an aggregate of 1,128,882 shares of Class A common stock into an equal number of shares of Class B common stock, pursuant to the terms of the Company’s certificate of incorporation. None of these conversions involved holders representing greater than 5% of the Company’s outstanding shares or otherwise resulted in any change of control.

Restricted Stock Units

In connection with the Company's Nasdaq listing on October 16, 2025, the Company became obligated to grant 143,987 restricted stock units (RSUs) to directors whose service commenced upon the listing. As of October 22, 2025, these RSUs have not yet been formally granted.

Once granted, 29,373 of the units are scheduled to vest immediately, and the remaining 114,614 units are scheduled to vest in four equal 25% annual installments, subject to continued service.

Warrants

During the year ended December 31, 2024, the Company issued warrants to service providers for 533,333 shares of Class B common stock. As stipulated in the agreement, the exercise price was to be determined based on a 5-day measurement period following the Company's listing on a national exchange. The Company listed on October 16, 2025, and accordingly, on October 22, 2025, the exercise price for these warrants was set at $5.28 per share.

Equity Line of Credit Agreement with New Circle Principal Investments LLC

On October 13, 2025, the Company entered into a Share Purchase Agreement and Registration Rights Agreement with New Circle Principal Investments LLC (“New Circle”). The agreements provide the Company with the right, but not the obligation, to sell to New Circle up to $75 million of its Class B common stock, par value $0.0001 per share, over the commitment period.

Sales of shares, if any, will be made at the Company’s discretion, subject to customary limitations, including a 4.99% ownership cap (which may be increased to 9.99% with 61 days’ notice), a 19.99% exchange cap unless stockholder approval is obtained, and the effectiveness of a registration statement covering the resale of such shares. The purchase price per share will be based on the volume-weighted average price (VWAP) of the Company’s Class B common stock during a specified pricing period, less a contractual discount.

Other

The Company has evaluated subsequent events that have occurred through the date of this filing and determined that there were no subsequent events or transactions that required recognition or disclosure in the financial statements other than as disclosed.

NOTE 13 – SUBSEQUENT EVENTS

Regulation A+ Common Stock Offering

Regulation D Class B Common Stock Offering

Extension of Post-Termination Exercise Period

In January 2025, the Company extended the post-termination exercise period of 180,758 stock options that were granted to a former employee by 12 months.

Reverse Stock Split

On August 5, 2025, the Company effected a 1-for-3 reverse stock split of its issued and outstanding Class A common stock, Class B common stock, and each series of Series B-1 preferred stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every three shares of each class or series issued and outstanding immediately prior to the effective time were automatically reclassified into one share of the same class or series. No fractional shares were issued as a result of the Reverse Stock Split; instead, any fractional shares resulting from the split were rounded up to the nearest whole share. The par value of the Company’s capital stock and the total number of authorized shares were not affected by the Reverse Stock Split. Accordingly, all share and per-share amounts for all periods presented in the accompanying consolidated financial statements and related notes have been retroactively restated to reflect the reverse stock split.

Other

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands						1 Months Ended
	Oct. 22, 2025	Oct. 16, 2025	Oct. 13, 2025	Aug. 05, 2025	Nov. 30, 2024	Oct. 31, 2025	Sep. 30, 2025	Jan. 31, 2025	Nov. 30, 2024	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split				1-for-3 reverse stock split
Stock issued during period shares conversion of convertible securities						1,128,882	1,128,882
Debt conversion converted instrument rate						5.00%	5.00%
Stock issued during period shares restricted stock award net		143,987
Share based compensation arrangement by share based payment award description	Once granted, 29,373 of the units are scheduled to vest immediately, and the remaining 114,614 units are scheduled to vest in four equal 25% annual installments, subject to continued service.
Warrants exercise price	$ 5.28
Stock options granted								180,758
Subsequent Event [Member] \| Share Purchase Agreement [Member]
Subsequent Event [Line Items]
Equity method investments			$ 75,000
Par value			$ 0.0001
Regulation D Class B Common Stock Offering [Member]
Subsequent Event [Line Items]
Additional proceeds					$ 800
Common Class B [Member]
Subsequent Event [Line Items]
Warrants issued to service providers											533,333
Warrants exercise price										$ 31.50
Par value										0.0001	$ 0.0001	$ 0.0001
Common Class B [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants exercise price	$ 5.28
Common stock conversion basis			Sales of shares, if any, will be made at the Company’s discretion, subject to customary limitations, including a 4.99% ownership cap (which may be increased to 9.99% with 61 days’ notice), a 19.99% exchange cap unless stockholder approval is obtained, and the effectiveness of a registration statement covering the resale of such shares. The purchase price per share will be based on the volume-weighted average price (VWAP) of the Company’s Class B common stock during a specified pricing period, less a contractual discount.
Common Class B [Member] \| Regulation A+ Common Stock Offering [Member]
Subsequent Event [Line Items]
Stock price					$ 44.40				$ 44.40
Proceeds from offering					$ 15,000
Additional proceeds					$ 3,000
Common Class B [Member] \| Regulation D Class B Common Stock Offering [Member]
Subsequent Event [Line Items]
Stock price					$ 31.50				$ 31.50
Proceeds from offering					$ 20,000
Additional proceeds					$ 348
Common Class A [Member]
Subsequent Event [Line Items]
Par value										$ 0.0001	$ 0.0001	$ 0.0001
Common Class A [Member] \| Regulation A+ Common Stock Offering [Member]
Subsequent Event [Line Items]
Additional proceeds									$ 100

SCHEDULE OF OTHER INFORMATION OPERATING LEASE OBLIGATIONS (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term (in years)	1 year 9 months	2 years 3 months	3 years 3 months
Weighted average discount rate	8.30%	8.30%	8.30%
Operating cash flows from operating leases	$ 594	$ 1,139	$ 3,766
Leased assets obtained in exchange for new operating lease liabilities

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	31,304,495	31,304,495	31,304,495
Preferred stock, shares issued	3,721,394	3,721,394	3,721,394
Preferred stock, shares outstanding	3,721,394	3,721,394	3,721,394
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	190,000,000	190,000,000	190,000,000
Common stock, shares issued	18,486,999	18,486,999	18,486,999
Common stock, shares outstanding	18,486,999	18,486,999	18,486,999
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	115,000,000	115,000,000	115,000,000
Common stock, shares issued	5,064,588	4,877,990	4,100,349
Common stock, shares outstanding	5,064,588	4,877,990	4,100,349

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%
Operating loss carry forwards		$ 44,700
Tax credit carryforwards		3,117	$ 2,467
Valuation allowance		10,100	$ 21,500
U.S. Federal Research and Experimentation [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Tax credit carryforwards		2,600
California Research and Experimentation [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Tax credit carryforwards		$ 500

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 6 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):

SCHEDULE OF PROPERTY AND EQUIPMENT

	December 31, 2024			December 31, 2023
Leasehold improvements	$	761		$	694
Computers, hardware and software		95			95
Research and development equipment		740			788
Other equipment		933			824
Construction in progress		15,507			12,986
Total property and equipment, gross		18,036			15,387
Less accumulated depreciation and amortization		(1,151	)		(717	)
Total property and equipment, net	$	16,885		$	14,670

Impairment of construction in progress assets

During the year ended December 31, 2024, we recorded a non-cash charge to impair and abandon construction in progress assets related to an electric motor technology that was replaced in the Company’s production plan. In December of 2023, we recorded non-cash impairment charges of $1.7 million related to changes in the Company’s plans for its battery manufacturing line. The construction in progress asset impairment charges in each period were recorded to research and development expenses.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 12 – RELATED PARTY TRANSACTIONS

For the year ended December 31, 2023, we paid $89 thousand for investment advisory services provided by an ex-director of the Company.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

LEASES (Details Narrative) $ in Thousands	6 Months Ended		12 Months Ended
LEASES (Details Narrative) $ in Thousands	Jun. 30, 2025 USD ($) ft²	Jun. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) ft²	Dec. 31, 2023 USD ($)
Number of square feet \| ft²	77,000		77,000
Lease term period	62 months		62 months
Lease expiration date	Apr. 01, 2027		Apr. 01, 2027
Operating lease options to extend, description	The Company has two options to extend the lease term for 60 months each, subject to the terms of the lease		The Company has two options to extend the lease term for 60 months each, subject to the terms of the lease.
Security deposit	$ 2,500		$ 2,500
Payment return for security deposit	1,500
Operating lease expense	500	$ 500	1,100	$ 2,000
Minimum [Member]
Lease rent expense	91		91
Maximum [Member]
Lease rent expense	$ 106		$ 106

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading.

The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2024. Interim results are not necessarily indicative of the results for a full year.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting periods. We use historical and other pertinent information to determine those estimates. Actual results could materially differ from these estimates.

Use of Estimates

Reverse Stock Split

Reverse Stock Split

The accompanying condensed consolidated financial statements and related notes have been retroactively restated to reflect a 1-for-3 reverse stock split of the Company’s common stock effected on August 5, 2025. See Note 8 Subsequent Events for further discussion.

Reverse Stock Split

The accompanying consolidated financial statements and related notes have been retroactively restated to reflect a 1-for-3 reverse stock split of the Company’s common stock effected by the Company on August 5, 2025. See Note 13 for further discussion.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2—Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the balance sheet dates.

The following are the classes of assets and liabilities measured at fair value:

Description	Level 1		Level 2		Level 3		Total
	As of June 30, 2025
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	6,918	$	-	$	-	$	6,918
Total	$	6,918	$	-	$	-	$	6,918

Description	Level 1		Level 2		Level 3		Total
	As of December 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	8,770	$	-	$	-	$	8,770
Total	$	8,770	$	-	$	-	$	8,770

As of June 30, 2025 and December 31, 2024, the respective carrying value of cash and cash equivalents, receivables, other current assets, accounts payable, unearned reservation fees and short-term debt approximated their fair values.

Fair Value of Financial Instruments

Level 1—Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2024, and December 31, 2023.

The following are the classes of assets and liabilities measured at fair value:

Description	Level 1		Level 2		Level 3		Total
	Fair Value Hierarchy as of December 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	8,770	$	-	$	-	$	8,770
Total	$	8,770	$	-	$	-	$	8,770

Description	Level 1		Level 2		Level 3		Total
	Fair Value Hierarchy as of December 31, 2023
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	15,402	$	-	$	-	$	15,402
Total	$	15,402	$	-	$	-	$	15,402

As of December 31, 2024 and December 31, 2023, the respective carrying value of cash and cash equivalents, receivables, other current assets, accounts payable, unearned reservation fees and short-term debt approximated their fair values.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2025 and December 31, 2024, cash and cash equivalents contained $4.1 million of unearned refundable customer reservation fees.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2024 and December 31, 2023, cash and cash equivalents contained $4.1 and $3.9 million, respectively, of unearned refundable customer reservation fees.

Grant Funds Receivable

Grant Funds Receivable

The Company receives matching grant funds from the California Energy Commission for research and development activities. These matching grant funds are non-refundable and are subject to certain conditions and milestones.

The Company accounts for these grants under the reimbursement method. This means that grant funds are recognized as receivables only after the Company has incurred the qualifying R&D expenses and has submitted a request for reimbursement to the granting agency.

The Company assesses the probability of receiving reimbursement based on its ongoing communication with the granting agency and its compliance with the grant terms. If any conditions for grant eligibility are not met, the Company may be required to repay a proportionate amount of the grant received.

Grants received are recorded as other income in the statement of operations.

Grant Funds Receivable

Grants received are recorded as other income in the statement of operations.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:

Computers, hardware and software		3 years
Leasehold improvements		shorter of remaining lease term or 5 years
Research and development equipment		5 years
Other equipment		5 years

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:

Computers, hardware and software		3 years
Leasehold improvements		shorter of remaining lease term or 5 years
Research and development equipment		5 years
Other equipment		5 years

Long-Lived Assets

Long-Lived Assets

Long-lived assets, such as property, plant and equipment and operating lease assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for potential impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value.

For the six months ended June 30, 2025 and 2024, we recorded no impairment charges on long-lived assets.

Long-Lived Assets

For the year ended December 31, 2024, we recorded impairment charges of $0.8 million related to construction-in-progress assets, as further discussed in Note 6 to our consolidated financial statements. For the year ended December 31, 2023, we recorded $1.7 million in impairment charges related to construction-in-progress assets, as detailed in Note 6 to our consolidated financial statements.

Unearned Reservation Fees

Unearned Reservation Fees

Unearned reservation fee liabilities are recorded based on all funds we expect to collect on each transaction, including merchant processor fees charged. We maintain a separate money market account for all customer reservation fees collected.

Unearned Reservation Fees

Leases

Leases

The Company recognizes all operating leases on the balance sheet at the commencement date. This includes:

	●	A right-of-use (ROU) asset representing the right to use the leased asset.
	●	A lease liability representing the future lease payments discounted to present value.

Lease expense is recognized on a straight-line basis over the lease term, reflecting the benefit of using the leased asset. Our assessed lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option

We recognize a ROU asset at the commencement of an operating lease, representing the right to use the leased asset. The ROU asset is initially measured at the present value of the non-cancellable lease payments, including any initial direct payments. The ROU asset is depreciated over the lease term, using the same depreciation method and useful life as the underlying leased asset, or if not readily determinable, using a straight-line method over the lease term.

We recognize a lease liability at the commencement of an operating lease, representing the obligation to make lease payments. The lease liability is initially measured at the present value of the non-cancellable lease payments, less any initial direct payments. The lease liability is subsequently remeasured to reflect the present value of the remaining lease payments using the lessee’s incremental borrowing rate at the initial recognition date or the subsequent remeasurement date, if applicable. Interest expense is recognized on the lease liability using the effective interest method.

Leases

The Company recognizes all operating leases on the balance sheet at the commencement date. This includes:

	●	A right-of-use (ROU) asset representing the right to use the leased asset.
	●	A lease liability representing the future lease payments discounted to present value.

Commitments and Contingencies

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, we accrue for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred.

We regularly enter into purchase obligations with vendors and service providers, which represent expected payments and commitments during the normal course of our business. These purchase obligations are generally cancellable with or without notice and without penalty, although certain vendor agreements provide for cancellation fees or penalties. As of June 30, 2025 and December 31, 2024, we had approximately $1.0 million and $9.0 million in open purchase orders, respectively.

Commitments and Contingencies

We regularly enter into purchase obligations with vendors and service providers, which represent expected payments and commitments during the normal course of our business. These purchase obligations are generally cancellable with or without notice and without penalty, although certain vendor agreements provide for cancellation fees or penalties. As of December 31, 2024 and December 31, 2023, we had approximately $9.0 and $12.0 million in open purchase orders, respectively.

Revenue Recognition

Revenue Recognition

As of June 30, 2025, the Company has not yet generated any revenue from its continuing operations. The Company is currently in the pre-launch phase and is focused on developing its core product.

The Company expects to recognize revenue upon the delivery of its product to customers. Revenue will be recognized in accordance with the applicable accounting standards, such as ASC 606.

The Company’s ability to generate revenue is subject to various risks and uncertainties, including successful product development, market acceptance and regulatory approvals. These factors could materially impact the timing and amount of future revenue recognized by the Company.

Key Considerations for Future Revenue Recognition:

	●	Performance obligations: The Company will assess its contracts with customers to identify the distinct performance obligations and allocate the transaction price accordingly.

	●	Variable consideration: If applicable, the Company will estimate the amount of variable consideration to which it is entitled based on the probability-weighted approach.

	●	Right of return: If customers have a right to return products, the Company will recognize a refund liability and adjust revenue accordingly.

	●	Principal versus agent: The Company will determine whether it acts as a principal or an agent in its transactions, which will impact the presentation of revenue in the financial statements.

The Company will continue to evaluate its revenue recognition policies and procedures as its business evolves and will make any necessary disclosures in future financial statements.

Revenue Recognition

As of December 31, 2024, the Company has not yet generated any revenue from its continuing operations. The Company is currently in the pre-launch phase and is focused on developing its core product.

The Company expects to recognize revenue upon the delivery of its product to customers. Revenue will be recognized in accordance with the applicable accounting standards, such as ASC 606.

Key Considerations for Future Revenue Recognition:

	●	Performance obligations: The Company will assess its contracts with customers to identify the distinct performance obligations and allocate the transaction price accordingly.

	●	Variable consideration: If applicable, the Company will estimate the amount of variable consideration to which it is entitled based on the probability-weighted approach.

	●	Right of return: If customers have a right to return products, the Company will recognize a refund liability and adjust revenue accordingly.

	●	Principal versus agent: The Company will determine whether it acts as a principal or an agent in its transactions, which will impact the presentation of revenue in the financial statements.

The Company will continue to evaluate its revenue recognition policies and procedures as its business evolves and will make any necessary disclosures in future financial statements.

Income Taxes

Income Taxes

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities.

Tax benefits from uncertain positions are recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.

We are subject to tax in the United States (“U.S.”) and internationally and we file tax returns in the U.S. Federal jurisdiction, California state jurisdiction and Italy. We are subject to U.S. Federal, state and local income tax examinations by tax authorities for all periods since Inception.

Income Taxes

Stock-Based Compensation

Stock-Based Compensation

We account for stock-based compensation at the grant date, based on the calculated fair value of the award using the Black-Scholes Option Pricing Model. For time-based awards, stock-based compensation expense is recorded using the straight-line method over the employee’s requisite service period (generally the vesting period of the equity grant).

The Company accounts for forfeitures as they occur. Accordingly, compensation expense is recognized only for awards that ultimately vest. Forfeitures are recognized in the period in which they occur, and no estimations or adjustments are made for anticipated forfeitures.

Stock options issued to non-employees are accounted for at their calculated fair value of the award.

Stock-Based Compensation

Stock options issued to non-employees are accounted for at their calculated fair value of the award.

Research and Development

Research and Development

Research and development costs are expensed as incurred and represent costs incurred to further new technologies, product design and technical capabilities.

Research and Development

Research and development costs are expensed as incurred and represent costs incurred to further new technologies, product design and technical capabilities.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk are cash, cash equivalents, and restricted cash. We hold cash in domestic financial institutions that are federally insured within statutory limits. At times, deposits exceed federally insured limits.

Concentration of Credit Risk

Concentration of Supply Risk

Concentration of Supply Risk

The Company is dependent on a few suppliers for capital equipment, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary equipment and components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition.

Concentration of Supply Risk

Loss Per Share

Loss Per Share

We compute net loss per share of Class A and Class B common stock using the two-class method. Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. For periods in which we incur a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded from diluted calculations. Dilutive securities consist of Preferred Stock, warrants and options under the Company’s 2021 Stock Option and Incentive Plan.

As of June 30, 2025 and 2024, potentially dilutive securities outstanding were as follows:

	June 30, 2025		June 30, 2024
Preferred stock		3,721,394		3,721,394
Stock options		4,404,688		3,741,124
Warrants		868,167		-
Potentially dilutive securities		8,994,249		7,462,518

For the three and six months ended June 30, 2025 and 2024, we incurred a net loss for which the effects of our potentially dilutive securities would be antidilutive and are therefore excluded from diluted net loss per share calculations.

The following table sets forth the computation of basic net loss per share of Class A and Class B stock (in thousands, except per share amounts):

	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
	Three Months Ended June 30,												Six Months Ended June 30,
	2025						2024						2025						2024
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
Numerator
Allocation of losses	$	(9,531	)	$	(2,540	)	$	(4,522	)	$	(1,051	)	$	(18,105	)	$	(4,833	)	$	(14,446	)	$	(3,376	)
Denominator
Weighted average shares outstanding		18,486,999			4,925,770			18,486,999			4,297,139			18,486,999			4,935,209			18,486,999			4,319,875
Basic net loss per share		(0.52	)		(0.52	)		(0.24	)		(0.24	)		(0.98	)		(0.98	)		(0.78	)		(0.78	)

Loss Per Share

As of December 31, 2024 and 2023, potentially dilutive securities outstanding were as follows:

	December 31, 2024		December 31, 2023
Preferred stock		3,721,394		3,721,394
Stock options		3,803,417		3,830,290
Warrants		868,167		-
Potentially dilutive securities		8,392,978		7,551,684

For the years ended December 31, 2024 and 2023, we incurred a net loss for which the effects of our potentially dilutive securities would be antidilutive and are therefore excluded from diluted net loss per share calculations.

The following table sets forth the computation of basic net loss per share of Class A and Class B stock (in thousands, except per share amounts):


	Year Ended December 31,
							2023
	2024						(as restated)
	Class A			Class B			Class A			Class B
Numerator
Allocation of losses	$	(28,013	)	$	(6,894	)	$	(49,680	)	$	(9,612	)
Denominator
Weighted average shares outstanding		18,486,999			4,549,810			18,514,664			3,582,245
Basic net loss per share	$	(1.52	)	$	(1.52	)	$	(2.68	)	$	(2.68	)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The FASB issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date, either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

Recent Accounting Pronouncements

Reclassifications

Reclassifications

Certain prior period amounts have been reclassified to conform to the current presentation.

Discontinued Operations

Discontinued Operations

In April 2023, we sold our infotainment display business (see Note 4). Accordingly, the results of operations and cash flows of the disposed business have been reported as discontinued operations through such date.

STOCKHOLDERS’ EQUITY (Details Narrative)		1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative)	Jan. 13, 2022 USD ($)	Oct. 31, 2025 shares	Sep. 30, 2025 shares	Nov. 30, 2024 $ / shares	Jun. 30, 2025 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2025 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Oct. 22, 2025 $ / shares
Class of Stock [Line Items]
Preferred stock, shares authorized \| shares					31,304,495		31,304,495		31,304,495	31,304,495
Preferred stock, shares issued \| shares					3,721,394		3,721,394		3,721,394	3,721,394
Gross proceeds							$ 75,000,000
Cash proceeds							7,667,000	$ 14,503,000	$ 23,462,000	$ 33,103,000
Weighted-average issuance price, per share \| $ / shares									$ 25.20
Stock-based compensation expense					$ 9,710,000	$ 1,252,000	15,786,000	8,684,000	$ 15,268,000	35,123,000
Aggregate grant-date fair value					2,507,000	19,000	$ 7,428,000	55,000	$ 2,677,000	2,899,000
Commissions fee, percentage							1.00%		1.00%
Subscription receivables					$ 12,000		$ 12,000		$ 281,000	$ 814,000
Stock issued during period shares stock options exercised \| shares									642
Stock issued during period value stock options exercised									$ 7,000
Weighted-average issuance price of options \| $ / shares									$ 11.40
Stock price \| $ / shares					$ 44.40		$ 44.40
Issuance of common stock					$ 6,418,000	$ 6,310,000	$ 7,667,000	$ 14,503,000	$ 23,462,000	$ 33,103,000
Subsequent Event [Member]
Class of Stock [Line Items]
Exercise price \| $ / shares												$ 5.28
Stock issued during period shares conversion of convertible securities \| shares		1,128,882	1,128,882
2024 Convertible Notes [Member]
Class of Stock [Line Items]
Aggregate principal amount									$ 700,000
Debt instrument interest rate during period									12.00%
Debt instrument term									24 months
Stock price \| $ / shares				$ 31.50
Debt instrument convertible interest rate				0.20
Conversion price \| $ / shares				$ 25.20
Stock issued during period shares conversion of convertible securities \| shares									27,877
Interest and debt expense									$ 57,000
Minimum [Member]
Class of Stock [Line Items]
Platforms fee, percentage							0.50%		0.50%
Maximum [Member]
Class of Stock [Line Items]
Commissions fee, percentage							2.00%		2.00%
Platforms fee, percentage							4.00%		4.00%
Selling, General and Administrative Expenses [Member]
Class of Stock [Line Items]
Stock-based compensation expense							$ 7,300,000
Series B-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized \| shares					11,304,495		11,304,495		11,304,495
Series B-1 Preferred Stock [Member] \| Board of Directors Chairman [Member]
Class of Stock [Line Items]
Preferred stock, shares issued \| shares					20,000,000		20,000,000		20,000,000
Common Class B [Member]
Class of Stock [Line Items]
Share of common stock \| shares					155,261	173,733	186,251	424,474	744,329		144,927
Cash proceeds					$ 6,300,000	$ 5,200,000	$ 7,400,000	$ 13,100,000	$ 23,500,000
Weighted-average issuance price, per share \| $ / shares					$ 40.85	$ 30.15	$ 39.73	$ 30.95	$ 31.50
Warrant to purchase \| shares					333,333		333,333
Exercise price \| $ / shares					$ 31.50		$ 31.50
Warrant maturity date					Nov. 15, 2034		Nov. 15, 2034
Warrant shares vested \| shares							250,000
Shares and warrants issued for services \| shares					347	609	347	1,746
Aggregate grant-date fair value					$ 15,000	$ 19,000	$ 15,000	$ 55,000
Weighted-average issuance of share price, for service rendered \| $ / shares					$ 44.40	$ 31.50	$ 44.40	$ 31.50
Stock issued during period shares conversion of units \| shares									27,877
Proceeds from issuance of debt									$ 700,000
Stock issued during period shares stock options exercised \| shares									642
Stock issued during period value stock options exercised									$ 7
Weighted-average issuance price of options \| $ / shares									$ 11.40
Issuance of common stock	$ 8,000,000.0								$ 1,900,000	$ 1,800,000	$ 4,000,000.0
Common Class B [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Exercise price \| $ / shares												$ 5.28
Common Class A [Member]
Class of Stock [Line Items]
Weighted-average issuance price, per share \| $ / shares										$ 31.50
Stock repurchased during period shares \| shares										83,696

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Use of Estimates

Reverse Stock Split

Fair Value of Financial Instruments

Level 1—Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the balance sheet dates.

The following are the classes of assets and liabilities measured at fair value:

Description	Level 1		Level 2		Level 3		Total
	As of June 30, 2025
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	6,918	$	-	$	-	$	6,918
Total	$	6,918	$	-	$	-	$	6,918

Description	Level 1		Level 2		Level 3		Total
	As of December 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	8,770	$	-	$	-	$	8,770
Total	$	8,770	$	-	$	-	$	8,770

Cash and Cash Equivalents

Grant Funds Receivable

Grants received are recorded as other income in the statement of operations.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:

Computers, hardware and software		3 years
Leasehold improvements		shorter of remaining lease term or 5 years
Research and development equipment		5 years
Other equipment		5 years

Long-Lived Assets

For the six months ended June 30, 2025 and 2024, we recorded no impairment charges on long-lived assets.

Unearned Reservation Fees

Leases

The Company recognizes all operating leases on the balance sheet at the commencement date. This includes:

	●	A right-of-use (ROU) asset representing the right to use the leased asset.
	●	A lease liability representing the future lease payments discounted to present value.

Commitments and Contingencies

Revenue Recognition

As of June 30, 2025, the Company has not yet generated any revenue from its continuing operations. The Company is currently in the pre-launch phase and is focused on developing its core product.

The Company expects to recognize revenue upon the delivery of its product to customers. Revenue will be recognized in accordance with the applicable accounting standards, such as ASC 606.

Key Considerations for Future Revenue Recognition:

	●	Performance obligations: The Company will assess its contracts with customers to identify the distinct performance obligations and allocate the transaction price accordingly.

	●	Variable consideration: If applicable, the Company will estimate the amount of variable consideration to which it is entitled based on the probability-weighted approach.

	●	Right of return: If customers have a right to return products, the Company will recognize a refund liability and adjust revenue accordingly.

	●	Principal versus agent: The Company will determine whether it acts as a principal or an agent in its transactions, which will impact the presentation of revenue in the financial statements.

The Company will continue to evaluate its revenue recognition policies and procedures as its business evolves and will make any necessary disclosures in future financial statements.

Income Taxes

Stock-Based Compensation

Stock options issued to non-employees are accounted for at their calculated fair value of the award.

Research and Development

Research and development costs are expensed as incurred and represent costs incurred to further new technologies, product design and technical capabilities.

Concentration of Credit Risk

Concentration of Supply Risk

Loss Per Share

As of June 30, 2025 and 2024, potentially dilutive securities outstanding were as follows:

	June 30, 2025		June 30, 2024
Preferred stock		3,721,394		3,721,394
Stock options		4,404,688		3,741,124
Warrants		868,167		-
Potentially dilutive securities		8,994,249		7,462,518

The following table sets forth the computation of basic net loss per share of Class A and Class B stock (in thousands, except per share amounts):

	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
	Three Months Ended June 30,												Six Months Ended June 30,
	2025						2024						2025						2024
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
Numerator
Allocation of losses	$	(9,531	)	$	(2,540	)	$	(4,522	)	$	(1,051	)	$	(18,105	)	$	(4,833	)	$	(14,446	)	$	(3,376	)
Denominator
Weighted average shares outstanding		18,486,999			4,925,770			18,486,999			4,297,139			18,486,999			4,935,209			18,486,999			4,319,875
Basic net loss per share		(0.52	)		(0.52	)		(0.24	)		(0.24	)		(0.98	)		(0.98	)		(0.78	)		(0.78	)

Recent Accounting Pronouncements

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Use of Estimates

Reverse Stock Split

Reclassifications

Certain prior period amounts have been reclassified to conform to the current presentation.

Fair Value of Financial Instruments

Level 1—Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2024, and December 31, 2023.

The following are the classes of assets and liabilities measured at fair value:

Description	Level 1		Level 2		Level 3		Total
	Fair Value Hierarchy as of December 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	8,770	$	-	$	-	$	8,770
Total	$	8,770	$	-	$	-	$	8,770

Description	Level 1		Level 2		Level 3		Total
	Fair Value Hierarchy as of December 31, 2023
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	15,402	$	-	$	-	$	15,402
Total	$	15,402	$	-	$	-	$	15,402

Cash and Cash Equivalents

Grant Funds Receivable

Grants received are recorded as other income in the statement of operations.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:

Computers, hardware and software		3 years
Leasehold improvements		shorter of remaining lease term or 5 years
Research and development equipment		5 years
Other equipment		5 years

Long-Lived Assets

Unearned Reservation Fees

Leases

The Company recognizes all operating leases on the balance sheet at the commencement date. This includes:

	●	A right-of-use (ROU) asset representing the right to use the leased asset.
	●	A lease liability representing the future lease payments discounted to present value.

Commitments and Contingencies

We regularly enter into purchase obligations with vendors and service providers, which represent expected payments and commitments during the normal course of our business. These purchase obligations are generally cancellable with or without notice and without penalty, although certain vendor agreements provide for cancellation fees or penalties. As of December 31, 2024 and December 31, 2023, we had approximately $9.0 and $12.0 million in open purchase orders, respectively.

Revenue Recognition

As of December 31, 2024, the Company has not yet generated any revenue from its continuing operations. The Company is currently in the pre-launch phase and is focused on developing its core product.

The Company expects to recognize revenue upon the delivery of its product to customers. Revenue will be recognized in accordance with the applicable accounting standards, such as ASC 606.

Key Considerations for Future Revenue Recognition:

	●	Performance obligations: The Company will assess its contracts with customers to identify the distinct performance obligations and allocate the transaction price accordingly.

	●	Variable consideration: If applicable, the Company will estimate the amount of variable consideration to which it is entitled based on the probability-weighted approach.

	●	Right of return: If customers have a right to return products, the Company will recognize a refund liability and adjust revenue accordingly.

	●	Principal versus agent: The Company will determine whether it acts as a principal or an agent in its transactions, which will impact the presentation of revenue in the financial statements.

The Company will continue to evaluate its revenue recognition policies and procedures as its business evolves and will make any necessary disclosures in future financial statements.

Income Taxes

Stock-Based Compensation

Stock options issued to non-employees are accounted for at their calculated fair value of the award.

Research and Development

Research and development costs are expensed as incurred and represent costs incurred to further new technologies, product design and technical capabilities.

Concentration of Credit Risk

Concentration of Supply Risk

Discontinued Operations

Loss Per Share

As of December 31, 2024 and 2023, potentially dilutive securities outstanding were as follows:

	December 31, 2024		December 31, 2023
Preferred stock		3,721,394		3,721,394
Stock options		3,803,417		3,830,290
Warrants		868,167		-
Potentially dilutive securities		8,392,978		7,551,684

The following table sets forth the computation of basic net loss per share of Class A and Class B stock (in thousands, except per share amounts):


	Year Ended December 31,
							2023
	2024						(as restated)
	Class A			Class B			Class A			Class B
Numerator
Allocation of losses	$	(28,013	)	$	(6,894	)	$	(49,680	)	$	(9,612	)
Denominator
Weighted average shares outstanding		18,486,999			4,549,810			18,514,664			3,582,245
Basic net loss per share	$	(1.52	)	$	(1.52	)	$	(2.68	)	$	(2.68	)

Recent Accounting Pronouncements

SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Stock-based compensation
Total stock-based compensation			$ 15,786	$ 8,684	$ 12,089	$ 35,123
Operating Expenses:
General, selling, and administrative	$ 8,032	$ 3,536	15,981	12,276	20,090	37,476
Research and development	5,872	2,610	9,086	6,488	16,781	23,668
Total operating expenses	13,904	6,146	25,067	18,764	36,871	61,144
Net income (loss)	(12,071)	$ (5,573)	(22,938)	$ (17,822)	(34,907)	(59,292)
Additional paid in capital						267,996
Accumulated deficit	$ (300,350)		$ (300,350)		$ (277,412)	$ (242,505)
Common Class A [Member]
Operating Expenses:
Continuing operating weighted average loss per share- basic					$ (1.52)	$ (2.68)
Continuing operating weighted average loss per share- diluted					(1.52)	(2.68)
Common Class B [Member]
Operating Expenses:
Continuing operating weighted average loss per share- basic					(1.52)	(2.68)
Continuing operating weighted average loss per share- diluted					$ (1.52)	$ (2.68)
Selling, General and Administrative Expenses [Member]
Stock-based compensation
Total stock-based compensation						$ 26,585
Operating Expenses:
General, selling, and administrative						37,476
Research and Development Expense [Member]
Stock-based compensation
Total stock-based compensation						8,538
Operating Expenses:
Research and development						23,668
Previously Reported [Member]
Stock-based compensation
Total stock-based compensation						30,437
Operating Expenses:
Total operating expenses						56,458
Net income (loss)						(54,606)
Additional paid in capital						263,310
Accumulated deficit						$ (237,819)
Previously Reported [Member] \| Common Class A [Member]
Operating Expenses:
Continuing operating weighted average loss per share- basic						$ (2.47)
Continuing operating weighted average loss per share- diluted						(2.47)
Previously Reported [Member] \| Common Class B [Member]
Operating Expenses:
Continuing operating weighted average loss per share- basic						(2.47)
Continuing operating weighted average loss per share- diluted						$ (2.47)
Previously Reported [Member] \| Selling, General and Administrative Expenses [Member]
Stock-based compensation
Total stock-based compensation						$ 22,117
Operating Expenses:
General, selling, and administrative						33,008
Previously Reported [Member] \| Research and Development Expense [Member]
Stock-based compensation
Total stock-based compensation						8,320
Operating Expenses:
Research and development						23,450
Revision of Prior Period, Adjustment [Member]
Stock-based compensation
Total stock-based compensation						4,686
Operating Expenses:
Total operating expenses						4,686
Net income (loss)						(4,686)
Additional paid in capital						4,686
Accumulated deficit						$ (4,686)
Revision of Prior Period, Adjustment [Member] \| Common Class A [Member]
Operating Expenses:
Continuing operating weighted average loss per share- basic						$ (0.21)
Continuing operating weighted average loss per share- diluted						(0.21)
Revision of Prior Period, Adjustment [Member] \| Common Class B [Member]
Operating Expenses:
Continuing operating weighted average loss per share- basic						(0.21)
Continuing operating weighted average loss per share- diluted						$ (0.21)
Revision of Prior Period, Adjustment [Member] \| Selling, General and Administrative Expenses [Member]
Stock-based compensation
Total stock-based compensation						$ 4,468
Operating Expenses:
General, selling, and administrative						4,468
Revision of Prior Period, Adjustment [Member] \| Research and Development Expense [Member]
Stock-based compensation
Total stock-based compensation						218
Operating Expenses:
Research and development						$ 218

Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Preferred Stock [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Common Stock To Be Issued [Member]	Retained Earnings [Member]	Common Class A [Member]	Common Class B [Member]	Total	Subscription Receivable [Member]
Balance, value at Dec. 31, 2022		$ 2,000	$ 1,000	$ 200,168,000		$ (183,213,000)			$ 16,958,000
Balance, shares at Dec. 31, 2022	3,721,394	18,571,603	2,954,291
Sale of common stock				33,917,000				$ 1,800,000	33,103,000	(814,000)
Sale of common stock, shares			1,076,716
Stock issuance costs				(1,767,000)					(1,767,000)
Shares and warrants issued for services				2,899,000					2,899,000
Shares and warrants issued for services, shares			69,342
Stock based compensation				35,123,000					35,123,000
Net loss						(59,292,000)			(59,292,000)
Sale of Andromeda Interfaces, Inc. subsidiary in exchange for Aptera common stock				(2,310,000)					(2,310,000)
Sale of Andromeda Interfaces, Inc. subsidiary in exchange for Aptera common stock,shares		(83,696)
Repurchase of shares				(29,000)					$ (29,000)
Repurchase of shares, shares		(908)					(83,696)
Exercise of stock options, shares
Balance, value at Dec. 31, 2023		$ 2,000	$ 1,000	268,001,000	$ (814,000)	(242,505,000)			$ 24,685,000	(814,000)
Balance, shares at Dec. 31, 2023	3,721,394	18,486,999	4,100,349
Sale of common stock				13,139,000	1,364,000				14,503,000
Sale of common stock, shares			424,474					424,474
Stock issuance costs				(916,000)					(916,000)
Shares and warrants issued for services				55,000				$ 55,000	55,000
Shares and warrants issued for services, shares			1,746					1,746
Stock based compensation				8,629,000					8,629,000
Net loss						(17,822,000)			(17,822,000)
Balance, value at Jun. 30, 2024		$ 2,000	$ 1,000	288,908,000	550,000	(260,327,000)			29,134,000
Balance, shares at Jun. 30, 2024	3,721,394	18,486,999	4,526,569
Balance, value at Dec. 31, 2023		$ 2,000	$ 1,000	268,001,000	(814,000)	(242,505,000)			24,685,000	(814,000)
Balance, shares at Dec. 31, 2023	3,721,394	18,486,999	4,100,349
Sale of common stock				22,929,000				$ 1,900,000	23,462,000	533,000
Sale of common stock, shares			744,329					744,329
Stock issuance costs				(1,822,000)					(1,822,000)
Shares and warrants issued for services				2,677,000					2,677,000
Shares and warrants issued for services, shares			4,793
Stock based compensation				12,089,000					12,089,000
Net loss						(34,907,000)			(34,907,000)
Exercise of stock options				7,000				$ 7	$ 7,000
Exercise of stock options, shares			642					642	642
Shares issued for conversion of convertible notes and interest				703,000					$ 703,000
Shares issued for conversion of convertible notes and interest,shares			27,877
Balance, value at Dec. 31, 2024		$ 2,000	$ 1,000	304,584,000	(281,000)	(277,412,000)			26,894,000	(281,000)
Balance, shares at Dec. 31, 2024	3,721,394	18,486,999	4,877,990
Balance, value at Mar. 31, 2024		$ 2,000	$ 1,000	282,776,000	(522,000)	(254,754,000)			27,503,000
Balance, shares at Mar. 31, 2024	3,721,394	18,486,999	4,352,227
Sale of common stock				5,238,000	1,072,000				6,310,000
Sale of common stock, shares			173,733					173,733
Stock issuance costs				(358,000)					(358,000)
Shares and warrants issued for services				19,000				$ 19,000	19,000
Shares and warrants issued for services, shares			609					609
Stock based compensation				1,233,000					1,233,000
Net loss						(5,573,000)			(5,573,000)
Balance, value at Jun. 30, 2024		$ 2,000	$ 1,000	288,908,000	550,000	(260,327,000)			29,134,000
Balance, shares at Jun. 30, 2024	3,721,394	18,486,999	4,526,569
Balance, value at Dec. 31, 2024		$ 2,000	$ 1,000	304,584,000	(281,000)	(277,412,000)			26,894,000	$ (281,000)
Balance, shares at Dec. 31, 2024	3,721,394	18,486,999	4,877,990
Sale of common stock				7,398,000	269,000				7,667,000
Sale of common stock, shares			186,251					186,251
Stock issuance costs				(596,000)					(596,000)
Shares and warrants issued for services				7,428,000				$ 15,000	7,428,000
Shares and warrants issued for services, shares			347					347
Stock based compensation				8,358,000					8,358,000
Net loss						(22,938,000)			$ (22,938,000)
Exercise of stock options, shares
Balance, value at Jun. 30, 2025		$ 2,000	$ 1,000	327,172,000	(12,000)	(300,350,000)			$ 26,813,000
Balance, shares at Jun. 30, 2025	3,721,394	18,486,999	5,064,588
Balance, value at Mar. 31, 2025		$ 2,000	$ 1,000	311,616,000	(88,000)	(288,279,000)			23,252,000
Balance, shares at Mar. 31, 2025	3,721,394	18,486,999	4,908,980
Sale of common stock				6,342,000	76,000				6,418,000
Sale of common stock, shares			155,261					155,261
Stock issuance costs				(496,000)					(496,000)
Shares and warrants issued for services				2,507,000				$ 15,000	2,507,000
Shares and warrants issued for services, shares			347					347
Stock based compensation				7,203,000					7,203,000
Net loss						(12,071,000)			(12,071,000)
Balance, value at Jun. 30, 2025		$ 2,000	$ 1,000	$ 327,172,000	$ (12,000)	$ (300,350,000)			$ 26,813,000
Balance, shares at Jun. 30, 2025	3,721,394	18,486,999	5,064,588

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of stock options granted	$ 28,300,000	$ 0	$ 9,100,000	$ 14,900,000
Incremental stock-based compensation expense	15,786,000	8,684,000	12,089,000	35,123,000
Employee benefits and share-based compensation	$ 28,900,000		$ 9,200,000
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition	1 year 7 months 9 days		1 year 3 months 21 days
air value of stock options vested			$ 9,000,000.0	35,200,000
Incremental stock-based compensation expense			$ 5,500,000	$ 3,200,000
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Incremental stock-based compensation expense	$ 500,000	$ 5,500,000
2021 Stock Option and Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate number of common stock shares	6,333,333		6,333,333
Share-based payment award, vesting period	10 years		10 years
Number of shares of common stock	1,928,646		2,529,916
Expiration period	10 years

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Operating Activities From Continuing Operations
Net loss	$ (22,938)	$ (17,822)	$ (34,907)	$ (59,292)
Net loss from continuing operations			(34,907)	(59,057)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities from continued operations:
Depreciation and amortization	270	245	498	449
Stock based compensation (as restated)	15,786	8,684	12,089	35,123
Amortization of debt discount on convertible notes			57
Gain on lease settlement				(431)
Asset impairment and disposal			857	1,723
Stock-based payments for services and interest			2,705	2,899
Changes in operating assets and liabilities:
Grant funds receivable	(744)	(10)	(510)	(345)
Prepaids and other	452	(102)	40	311
Deposits and other long-term assets		743	743	450
Accounts payable	197	(1,318)	(4,503)	2,468
Accrued expenses	(88)	284	324	(1,952)
Unearned reservation fees	9	164	223	556
Operating lease assets and liability, net	(75)	(58)	(118)	(1,640)
Net cash used in operating activities from continuing operations	(7,131)	(9,190)	(22,502)	(19,446)
Investing Activities from Continuing Operations
Purchase of property and equipment	(30)	(3,258)	(3,570)	(5,431)
Net cash used in investing activities from continuing operations	(30)	(3,258)	(3,570)	(5,431)
Financing Activities from Continuing Operations
Proceeds from sale of convertible notes			618
Proceeds from sale of common stock	7,667	14,503	23,462	33,103
Proceeds from exercise of stock options			7
Repurchase of shares				(29)
Common stock issuance costs	(596)	(916)	(1,822)	(1,767)
Net cash provided by financing activities from continuing operations	7,071	13,587	22,265	31,307
Cash used by operating activities of discontinued operations				(238)
Increase in cash and cash equivalents	(90)	1,139	(3,807)	6,192
Cash and cash equivalents, beginning of year	13,160	16,967	16,967	10,775
Cash and cash equivalents, end of year	13,070	18,106	13,160	16,967
Supplemental disclosures of cash flow information:
Cash paid for interest	3	1
Cash paid for income taxes			1	2
Non-cash investing and financing activities:
Subscriptions receivable	$ 12	$ (550)	281	814
Common stock repurchased for deconsolidation				(2,310)
Shares issued for conversion of convertible notes payable and accrued interest			$ 703

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE

A reconciliation of the U.S. federal statutory income tax rate of 21% to our effective income tax rate from continuing operations is as follows:

	December 31, 2024			December 31, 2023 (as restated)
Expected federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		7.1	%		8.4	%
Tax credits		1.9	%		2.6	%
Deferred tax adjustments		2.8	%		4.3	%
Change in valuation allowance		(32.8	)%		(36.3	)%
Income tax expense		0.0	%		0.0	%

SCHEDULE OF DEFERRED TAX ASSETS

Approximate deferred tax assets resulting from timing differences between financial and tax bases were associated with the following items (in thousands):

SCHEDULE OF DEFERRED TAX ASSETS

	December 31, 2024			December 31, 2023 (as restated)
Deferred tax assets
Capitalized start-up costs	$	8,901		$	9,586
Capitalized research and development costs		12,572			12,614
Stock compensation		17,893			14,513
Net operating loss carryforward		12,255			6,554
Deferred revenue		1,143			-
Intangible assets		261			158
Fixed assets		54			97
Other		131			198
Tax credit carryforward		3,117			2,467
Total deferred tax assets		56,327			46,187
Valuation allowance	$	(56,327	)	$	(46,187	)
Net deferred tax assets		-			-

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Capitalized start-up costs	$ 8,901	$ 9,586
Capitalized research and development costs	12,572	12,614
Stock compensation	17,893	14,513
Net operating loss carryforward	12,255	6,554
Deferred revenue	1,143
Intangible assets	261	158
Fixed assets	54	97
Other	131	198
Tax credit carryforward	3,117	2,467
Total deferred tax assets	56,327	46,187
Valuation allowance	(56,327)	(46,187)
Net deferred tax assets

COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4 – COMMITMENTS AND CONTINGENCIES

License Agreement

On January 13, 2022, we entered into a Technology License Agreement (“TLA”) with Chery Automobile Co. Ltd. (“Chery”). The TLA enables us to obtain a non-transferable license to use Chery’s automobile parts technology, related technological know-how and data. In exchange, we agreed to pay a license fee in two parts: 1) fixed fee of $2 million in cash paid in four installments of $0.5 million each upon execution of TLA and Parts Supply Agreement after delivery of first batch; and 2) fixed amount royalties based on wholesale unit of vehicles containing parts sourced from Chery.

Furthermore, we agreed to issue shares of Class B Non-Voting Common Stock in an amount equivalent to $8.0 million in four installments corresponding with the milestones set out in the TLA.

In 2022 we paid $1.0 million of the fixed license fee and issued 144,927 shares of Class B Common stock equivalent to $4.0 million to Chery. During the year ended December 31, 2023, we amended the TLA to be limited to a fixed fee of $1 million in cash (the amount previously paid) and issue shares of Class B Non-Voting Common Stock in an amount equivalent to $5.0 million, in two remaining installments corresponding with the milestones set out in the TLA. We have rights of first refusal to repurchase Chery’s shares should they decide to transfer them to another shareholder.

Litigation and Regulation

Various aspects of our business and service areas are subject to U.S. federal, state, and local regulation, as well as regulation outside the United States. The Company is also subject to legal proceedings which arise in the ordinary course of business.

In August 2024, Zaptera USA, Inc. (“Zaptera”) filed a complaint against Aptera Motors Corp. in U.S. District Court for the Southern District of California, which was amended in February 2025. In June 2025, the Court dismissed a subset of claims and Zaptera filed a Second Amended Complaint on June 26, 2025. The Second Amended Complaint asserts the following claims against Aptera Motors Corp. and a group of individuals associated with Aptera Motors Corp.: design patent infringement; misappropriation of trade secrets; and declaratory judgment of patent ownership. Zaptera also asserts breach of contract against individuals associated with Aptera Motors Corp., but not the company itself. Aptera Motors Corp. and the individual defendants have moved to dismiss the claims for trade secret misappropriation and all claims against the individual defendants.

Zaptera seeks various remedies, including damages and injunctive relief. Aptera Motors Corp. intends to vigorously defend this litigation, believes the claims are without merit. However, litigation is inherently uncertain, and an unfavorable outcome could materially harm our business.

In January 2025, we received a subpoena for documents from the staff of the Securities and Exchange Commission (SEC) related to our securities offerings and the production, design, and manufacture of our vehicles. This subpoena is part of an ongoing SEC investigation. We are cooperating fully with the investigation and are producing documents in response to the subpoena.

The SEC has informed us that the investigation does not mean that it has concluded that anyone has violated the law and that the receipt of the subpoena does not mean that the SEC has a negative opinion of any person, entity, or security. However, we cannot provide any assurances as to the outcome of this investigation or its potential effect, if any, on our company.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

License Agreement

Furthermore, we agreed to issue shares of Class B Non-Voting Common Stock in an amount equivalent to $8.0 million in four installments corresponding with the milestones set out in the TLA.

Through December 31, 2023, we paid $1.0 million of the fixed license fee and issued 144,927 shares of Class B Common stock equivalent to $4.0 million to Chery. During the year ended December 31, 2023, we amended the TLA to be limited to a fixed fee of $1 million in cash (the amount previously paid) and issue shares of Class B Non-Voting Common Stock in an amount equivalent to $5.0 million, in two remaining installments corresponding with the milestones set out in the TLA. We have rights of first refusal to repurchase Chery’s shares should they decide to transfer them to another shareholder.

Litigation and Regulation

In July, 2024, Zaptera USA, Inc. (“Zaptera”) filed a complaint against Aptera Motors Corp., which was amended on February 23, 2025. The amended complaint alleges patent infringement, theft of trade secrets, tortious interference, and fraudulent inducement. Zaptera has also named Aptera (Assignment for the Benefit of Creditors), LLC as a nominal defendant, an entity entirely separate from and unaffiliated with Aptera Motors Corp. The lawsuit seeks compensatory, enhanced, and exemplary damages, disgorgement of profits, and injunctive relief. Aptera intends to vigorously defend itself and believes the claims are without merit.

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

SCHEDULE OF PROPERTY AND EQUIPMENT

	December 31, 2024			December 31, 2023
Leasehold improvements	$	761		$	694
Computers, hardware and software		95			95
Research and development equipment		740			788
Other equipment		933			824
Construction in progress		15,507			12,986
Total property and equipment, gross		18,036			15,387
Less accumulated depreciation and amortization		(1,151	)		(717	)
Total property and equipment, net	$	16,885		$	14,670

ORGANIZATION AND BUSINESS

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

NOTE 1—ORGANIZATION AND BUSINESS

Aptera Motors Corp. (“Aptera” the “Company,” “we,” “us” or “our” and similar terms refers to Aptera Motors Corp. and its subsidiaries unless the context otherwise requires) was incorporated on March 4, 2019 (“Inception”) in the State of Delaware. The Company is developing a solar electric vehicle focused on efficiency. In September 2023, the Company established the subsidiary company Aptera Motors Italia Srl, based in Modena, Italy.

Risks and Uncertainties

Our business is highly sensitive to domestic and global economic and business conditions as well as local, state, and federal government policy decisions. Several factors beyond our control could cause material fluctuations in our business and financial condition. In addition, we require a significant amount of capital to fund vehicle manufacturing, have a limited operating history and operate with small management and development teams that contain key employees. We also face significant barriers to market entry and competing technologies. At times, we have experienced constraints and volatility in our supply chain that resulted in increased costs to us. Furthermore, we are affected by uncertain regulatory conditions, fluctuations in demand, and inflation in production and shipping costs. These conditions could affect the volatility of our business, our financial condition and our results of operations.

Going Concern and Management’s Plans

We have incurred losses from operations since inception and have not generated any revenue to date. We expect to incur significant costs associated with vehicle development, testing, production, and operations before generating revenue. We require financing from external sources to continue as a going concern. These factors raise substantial doubt about our ability to continue as a going concern for the next twelve months.

Historically, we have funded our operations primarily through the issuance of common stock, including Regulation A+, Regulation CF, and Regulation D offerings.

The Company’s ability to continue as a going concern for the next twelve months is dependent on its ability to obtain sufficient funding through its Regulation A+ and Regulation D stock offerings, as well as the successful implementation of significant cost reduction measures.

To address its liquidity needs, the Company is actively pursuing its Regulation A+ and Regulation D stock offerings. However, the extent and timing of these offerings’ success remain uncertain. In addition, the Company is implementing cost reduction measures, which may include significant workforce and salary reductions, along with reductions in discretionary spending and renegotiation of vendor contracts. The extent and impact of these cost reductions introduce substantial uncertainty regarding the Company’s ability to maintain operations at current levels for the next twelve months.

We are also exploring various other financing options to address our future capital needs. These options may include, but are not limited to, public offerings of equity or debt, private placements, and strategic partnerships. However, there is no guarantee that we will be able to secure such financing on favorable terms, or at all.

While management believes these actions will improve the Company’s liquidity position, there is no guarantee that they will be sufficient to fully address the Company’s financial challenges. If the Company is unable to secure adequate funding or successfully implement its cost reduction plans, it may be required to pursue alternative financing strategies, further reduce operations, or seek other strategic alternatives.

If we are unable to obtain adequate financing, we may be required to implement the aforementioned cost-cutting measures, reduce investments in product development, or significantly curtail our operations. These actions could have a material adverse effect on our business, financial condition, and results of operations. The potential impact of these uncertainties is not reflected in the accompanying financial statements.

NOTE 1—ORGANIZATION AND BUSINESS

Risks and Uncertainties

Our business is highly sensitive to domestic and global economic and business conditions as well as local, state, and federal government policy decisions. Several factors beyond our control could cause material fluctuations in our business and financial condition. In addition, we require a significant amount of capital to fund vehicle manufacturing, have a limited operating history and operate with small management and development teams that contain key employees. We also face significant barriers to market entry and competing technologies. At times, we have experienced constraints and volatility in our supply chain that resulted in increased costs to us. Furthermore, regulatory conditions are inherently uncertain, volatility in demand, and inflation of production and shipping costs. These conditions could affect the volatility of our business, our financial condition and our results of operations.

Going Concern and Management’s Plans

Historically, we have funded our operations primarily through the issuance of common stock, including Regulation A+, Regulation CF, and Regulation D offerings.

INCOME TAXES

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 10 – INCOME TAXES

We have capitalized start-up, research and development, and other costs for tax purposes that resulted in timing differences and deferred tax assets. We have recorded a full valuation allowance against our U.S. federal and state deferred tax assets because it is not more likely than not that our deferred tax assets will be realized.

A reconciliation of the U.S. federal statutory income tax rate of 21% to our effective income tax rate from continuing operations is as follows:

	December 31, 2024			December 31, 2023 (as restated)
Expected federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		7.1	%		8.4	%
Tax credits		1.9	%		2.6	%
Deferred tax adjustments		2.8	%		4.3	%
Change in valuation allowance		(32.8	)%		(36.3	)%
Income tax expense		0.0	%		0.0	%

Approximate deferred tax assets resulting from timing differences between financial and tax bases were associated with the following items (in thousands):

SCHEDULE OF DEFERRED TAX ASSETS

	December 31, 2024			December 31, 2023 (as restated)
Deferred tax assets
Capitalized start-up costs	$	8,901		$	9,586
Capitalized research and development costs		12,572			12,614
Stock compensation		17,893			14,513
Net operating loss carryforward		12,255			6,554
Deferred revenue		1,143			-
Intangible assets		261			158
Fixed assets		54			97
Other		131			198
Tax credit carryforward		3,117			2,467
Total deferred tax assets		56,327			46,187
Valuation allowance	$	(56,327	)	$	(46,187	)
Net deferred tax assets		-			-

The Company is subject to tax in U.S. federal and state jurisdictions. As of December 31, 2024, the Company has unused U.S. federal and state net operating loss (NOL) carryforwards of approximately $44.7 million that may be applied against future taxable income. The state NOL carryforwards begin to expire in 2044. The U.S. federal NOL carryforward may be carried forward indefinitely, however are limited to 80 percent of taxable income. The Company has unused U.S. federal and California research and experimentation (R&E) tax credit carryforwards of approximately $2.6 million and $0.5 million, respectively. The U.S. R&E tax credit carryforward begins to expire in 2042. The California R&E tax credit carryforward does not expire.

The use of the Company’s NOL and R&E credit carryforwards may, however, be subject to limitations as a result of an ownership change. A corporation undergoes an “ownership change,” in general, if a greater than 50% change (by value) in its equity ownership by one or more five percent stockholders (or certain groups of non-five percent stockholders) over a three year period occurs. After such an ownership change, the corporation’s use of its pre change NOL carryforwards and other pre change tax attributes to offset its post change income is subject to an annual limitation determined by the equity value of the corporation on the date the ownership change occurs multiplied by a rate determined monthly by the Internal Revenue Service.

If an ownership change occurs and if the Company earns net taxable income, the Company’s ability to use its pre change NOLs to offset U.S. federal and taxable income would be subject to these limitations, which could potentially result in increased future tax liability compared to the tax liability the Company would incur if its use of NOL carryforwards were not so limited. In addition, for state income, franchise and similar tax purposes, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase the Company’s state income, franchise, or similar taxes.

In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset its deferred tax assets, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2024 and 2023. The valuation allowance increased by approximately $10.1 million and $21.5 million during the years ended December 31, 2024 and 2023, respectively, mainly due to increases in the NOL carryforward and other deferred tax assets. The Company will continue to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. The Company did not have any significant unrecognized tax benefits during the years ended December 31, 2024 and 2023. The Company files income tax returns in the U.S. federal jurisdiction and several U.S. States. The Company’s U.S. federal and state tax returns since 2021 and 2020, respectively, remain open to examination by the taxing authorities.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

SCHEDULE OF ALLOCATION OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 9,710	$ 1,252	$ 15,786	$ 8,684	$ 15,268	$ 35,123
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	5,896	1,009	11,167	7,111	11,808	26,585
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 3,814	$ 243	$ 4,619	$ 1,573	$ 3,460	$ 8,538

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025		$ 1,191
2026		1,227
2027		314
Total minimum lease payments		2,732
Imputed interest		(234)
Operating lease liability, net	$ 1,995	$ 2,498	$ 3,413

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		6 Months Ended		12 Months Ended
	Aug. 05, 2025	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Unearned refundable customer reservation fees		$ 4,095,000		$ 4,086,000	$ 3,863,000
Impairment charges on long-lived assets		0	$ 0
Open purchase orders		$ 1,000,000.0		9,000,000.0	12,000,000.0
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Impairment charges on long-lived assets				$ 800,000	$ 1,700,000
Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Reverse stock split, description	1-for-3 reverse stock split

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		$ 18,036	$ 15,387
Less accumulated depreciation and amortization		(1,151)	(717)
Total property and equipment, net	$ 16,645	16,885	14,670
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		761	694
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		95	95
Research and Development Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		740	788
Other Capitalized Property Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		933	824
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		$ 15,507	$ 12,986

DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 4 – DISCONTINUED OPERATIONS

Acquisition and Disposition of Andromeda Interfaces, Inc.

On April 1, 2022, the Company acquired all issued and outstanding shares of Andromeda Interfaces, Inc. (AI) for 83,696 shares of Aptera common stock. The acquisition was accounted for as a business combination and goodwill was recorded to the extent that the purchase price exceeded the fair value of the assets acquired.

In April of 2023, the Company and AI signed a settlement agreement where Aptera agreed to assign all of its rights, title and interest in and to the capital stock of AI back to each of AI’s founders, in exchange for 83,696 shares of Aptera common stock, essentially unwinding the business combination transaction, which resulted in the results of operations of AI meeting the classification criteria for a discontinued operation for the year ended December 31, 2023. In the year ended December 31, 2023, the Company recorded a loss from discontinued operations of $235 thousand, of which $53 thousand was in connection with the operations of AI and $182 thousand was a loss recorded in connection with the disposal of the business.

LEASES

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Leases [Abstract]

LEASES

NOTE 5 – LEASES

As of June 30, 2025, we leased approximately 77,000 square feet of office, manufacturing and assembly space at our principal facility in Carlsbad, California. We record leases at lease commencement, which is the date when the underlying asset is made available for use by the lessor.

The lease commenced on February 1, 2022, and has a term of 62 months, expiring on April 1, 2027.

The lease agreement includes scheduled rent escalations over the lease term, with monthly base rent ranging from $91 thousand to $106 thousand. The lease also included rent abatement for the second and thirteenth months of the lease. Lease expense is recognized on a straight-line basis over the lease term.

The Company has two options to extend the lease term for 60 months each, subject to the terms of the lease. A security deposit of $2.5 million was paid in connection with the lease, $1.5 million of which has been returned to the Company as of June 30, 2025. The lease is a triple net lease, meaning the Company is responsible for all costs, expenses, and obligations relating to the facility, including operating expenses, repairs, insurance, and taxes.

Our lease agreement does not provide an implicit borrowing rate and we have, therefore, used a benchmark approach to derive an appropriate incremental borrowing rate. We used companies of similar credit ratings and comparable credit quality to derive a benchmark incremental borrowing rate to discount lease liabilities through the remaining lease term.

Operating lease obligations are presented as follows on the consolidated balance sheets (in thousands):

SCHEDULE OF OPERATING LEASE OBLIGATIONS

	As of June 30, 2025		As of December 31, 2024
Operating lease assets, net	$	1,676	$	2,104

Current portion of lease liabilities		1,092		1,030
Long-term lease liabilities		903		1,468
Operating lease liability, net	$	1,995	$	2,498

We recorded $0.5 million as operating lease expense for the six months ended June 30, 2025 and 2024, respectively. This expense is allocated to “General, selling, and administrative” and “Research and development” expenses in the Consolidated Statements of Operations.

Other information related to our lease obligations is as follows:

	As of June 30, 2025			As of December 31, 2024
Supplemental lease information
Weighted average remaining lease term (in years)		1.75			2.25
Weighted average discount rate		8.30	%		8.30	%

	As of June 30, 2025		As of December 31, 2024
Cash payments included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	594	$	1,139
Leased assets obtained in exchange for new operating lease liabilities

NOTE 7 – LEASES

As of December 31, 2024, we leased approximately 77,000 square feet of office, manufacturing and assembly space at our principal facility in Carlsbad, California. This reflects a reduction of leased space compared to September 2023 when we exited our facility in Vista, CA. We record leases at lease commencement, which is the date when the underlying asset is made available for use by the lessor.

The lease commenced on February 1, 2022, and has a term of 62 months, expiring on April 1, 2027.

The Company has two options to extend the lease term for 60 months each, subject to the terms of the lease. A security deposit of $2.5 million was paid in connection with the lease. The lease is a triple net lease, meaning the Company is responsible for all costs, expenses, and obligations relating to the facility, including operating expenses, repairs, insurance, and taxes.

Operating lease obligations are presented as follows on the consolidated balance sheets (in thousands):

SCHEDULE OF OPERATING LEASE OBLIGATIONS

	As of December 31, 2024		As of December 31, 2023
Operating lease assets, net	$	2,104	$	2,901

Current portion of lease liabilities and other current liabilities		1,030		915
Long-term lease liabilities		1,468		2,498
Operating lease liability, net	$	2,498	$	3,413

The following table summarizes the annual contractual maturities of operating lease liabilities (in thousands):

	As of December 31, 2024
2025	$	1,191
2026		1,227
2027		314
Total minimum lease payments		2,732
Imputed interest		(234	)
Total minimum lease payments	$	2,498

We recorded $1.1 million and $2.0 million as operating lease expense for the years ended December 31, 2024 and 2023, respectively. This expense is allocated to “General, selling, and administrative” and “Research and development” expenses in the Consolidated Statements of Operations.

Other information related to our lease obligations is as follows:

	As of December 31, 2024			As of December 31, 2023
Supplemental lease information
Weighted average remaining lease term (in years)		2.25			3.25
Weighted average discount rate		8.30	%		8.30	%

	As of December 31, 2024		As of December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,139	$	3,766
Leased assets obtained in exchange for new operating lease liabilities	$	-	$	-

SCHEDULE OF ISSUANCES OF SERIES B PREFERRED STOCK AND ASSOCIATED LIQUIDATION PREFERENCES (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preferred stock, Original issue price	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, Shares authorized	31,304,495	31,304,495	31,304,495
Preferred stock, Shares issued	3,721,394	3,721,394	3,721,394
Preferred stock, Shares outstanding	3,721,394	3,721,394	3,721,394
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Shares authorized	20,000,000	20,000,000
Preferred stock, Shares issued
Preferred stock, Shares outstanding
Preferred stock, Liquidation preference balance
Series B-1-A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Original issue price	$ 27.6000	$ 27.6000
Preferred stock, Shares authorized	217,391	217,391
Preferred stock, Shares issued	25,693	25,693
Preferred stock, Shares outstanding	25,693	25,693
Preferred stock, Liquidation preference balance	$ 709	$ 709
Series B-1-B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Original issue price	$ 0.6555	$ 0.6555
Preferred stock, Shares authorized	379,774	379,774
Preferred stock, Shares issued	126,591	126,591
Preferred stock, Shares outstanding	126,591	126,591
Preferred stock, Liquidation preference balance	$ 83	$ 83
Series B-1-C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Original issue price	$ 0.7281	$ 0.7281
Preferred stock, Shares authorized	4,234,991	4,234,991
Preferred stock, Shares issued	1,411,664	1,411,664
Preferred stock, Shares outstanding	1,411,664	1,411,664
Preferred stock, Liquidation preference balance	$ 1,028	$ 1,028
Series B-1-D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Original issue price	$ 1.1553	$ 1.1553
Preferred stock, Shares authorized	772,597	772,597
Preferred stock, Shares issued	257,532	257,532
Preferred stock, Shares outstanding	257,532	257,532
Preferred stock, Liquidation preference balance	$ 298	$ 298
Series B-1-E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Original issue price	$ 1.2837	$ 1.2837
Preferred stock, Shares authorized	4,618,667	4,618,667
Preferred stock, Shares issued	1,539,556	1,539,556
Preferred stock, Shares outstanding	1,539,556	1,539,556
Preferred stock, Liquidation preference balance	$ 1,976	$ 1,976
Series B-1-F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Original issue price	$ 1.4565	$ 1.4565
Preferred stock, Shares authorized	1,071,984	1,071,984
Preferred stock, Shares issued	357,328	357,328
Preferred stock, Shares outstanding	357,328	357,328
Preferred stock, Liquidation preference balance	$ 520	$ 520
Series B-1-G Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Original issue price	$ 26.4000	$ 26.4000
Preferred stock, Shares authorized	9,091	9,091
Preferred stock, Shares issued	3,030	3,030
Preferred stock, Shares outstanding	3,030	3,030
Preferred stock, Liquidation preference balance	$ 80	$ 80
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Shares authorized	31,304,495	31,304,495
Preferred stock, Shares issued	3,721,394	3,721,394
Preferred stock, Shares outstanding	3,721,394	3,721,394
Preferred stock, Liquidation preference balance	$ 4,694	$ 4,694

GRANT FUNDS RECEIVABLE (Details Narrative) - USD ($) $ in Millions		6 Months Ended	12 Months Ended
	Feb. 15, 2023	Jun. 30, 2025	Dec. 31, 2024
Grant Funds Receivable
Reimbursement of grant fund awarded amount	$ 21.9	$ 4.1	$ 2.8
Percentage of reimbursement grant funds receivable	10.00%
Reimbursement of retention amount		$ 0.4	$ 0.3

LEASES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Leases [Abstract]

SCHEDULE OF OPERATING LEASE OBLIGATIONS

Operating lease obligations are presented as follows on the consolidated balance sheets (in thousands):

SCHEDULE OF OPERATING LEASE OBLIGATIONS

	As of June 30, 2025		As of December 31, 2024
Operating lease assets, net	$	1,676	$	2,104

Current portion of lease liabilities		1,092		1,030
Long-term lease liabilities		903		1,468
Operating lease liability, net	$	1,995	$	2,498

Operating lease obligations are presented as follows on the consolidated balance sheets (in thousands):

SCHEDULE OF OPERATING LEASE OBLIGATIONS

	As of December 31, 2024		As of December 31, 2023
Operating lease assets, net	$	2,104	$	2,901

Current portion of lease liabilities and other current liabilities		1,030		915
Long-term lease liabilities		1,468		2,498
Operating lease liability, net	$	2,498	$	3,413

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES

The following table summarizes the annual contractual maturities of operating lease liabilities (in thousands):

	As of December 31, 2024
2025	$	1,191
2026		1,227
2027		314
Total minimum lease payments		2,732
Imputed interest		(234	)
Total minimum lease payments	$	2,498

SCHEDULE OF OTHER INFORMATION OPERATING LEASE OBLIGATIONS

Other information related to our lease obligations is as follows:

	As of June 30, 2025			As of December 31, 2024
Supplemental lease information
Weighted average remaining lease term (in years)		1.75			2.25
Weighted average discount rate		8.30	%		8.30	%

	As of June 30, 2025		As of December 31, 2024
Cash payments included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	594	$	1,139
Leased assets obtained in exchange for new operating lease liabilities

Other information related to our lease obligations is as follows:

	As of December 31, 2024			As of December 31, 2023
Supplemental lease information
Weighted average remaining lease term (in years)		2.25			3.25
Weighted average discount rate		8.30	%		8.30	%

	As of December 31, 2024		As of December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,139	$	3,766
Leased assets obtained in exchange for new operating lease liabilities	$	-	$	-

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES OUTSTANDING (Details) - shares shares in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	8,994,249	7,462,518	8,392,978	7,551,684
Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	3,721,394	3,721,394	3,721,394	3,721,394
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	4,404,688	3,741,124	3,803,417	3,830,290
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	868,167		868,167

RELATED PARTY TRANSACTIONS (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Related Party Transactions [Abstract]
Investment advisory service	$ 89

PROPERTY AND EQUIPMENT, NET (Details Narrative) $ in Millions	1 Months Ended
	Dec. 31, 2023 USD ($)
Property, Plant and Equipment [Abstract]
Other asset impairment charges	$ 1.7

DISCONTINUED OPERATIONS (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
	Apr. 01, 2022	Dec. 31, 2024	Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Sale of Andromeda Interfaces, Inc. subsidiary in exchange for Aptera common stock, shares	83,696
Loss from discontinued operations			$ 235
Asset impairment charges			53
Gain loss on sale of business			$ 182

- Definition

Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

STOCKHOLDERS’ EQUITY

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

Preferred Stock

As of June 30, 2025, the number of shares of preferred stock authorized for issuance was 31,304,495, of which 11,304,495 has been designated as a series of Series B-1 Preferred Stock (which we collectively refer to as “Series B-1 Preferred Stock). In addition to the Series B-1 Preferred Stock, 20,000,000 shares of Preferred Stock may be issued from time to time in one or more series by a resolution of the Board of Directors. Series B-1 Preferred stockholders are entitled to certain preferences if an event, voluntary or involuntary, occurs requiring a liquidation of our assets (a “Liquidation Event”). If a Liquidation Event were to occur, preferred stockholders would have priority for any funds distributed to stockholders of the Corporation, plus declared but unpaid dividends. In a Liquidation Event, if the legally available funds to Preferred stockholders are insufficient to distribute the entirety of the liquidation preference balance, then funds will be distributed on a pro rata basis amongst the classes of Series B-1 Preferred Stock (see table below).

Holders of Series B-1 Preferred Stock also have preferential dividend rights, whereby we may not declare or pay dividends on Common Stock in amounts greater than those available to Series B-1 Preferred shareholders, unless the dividends on Common Stock are payable in Common Stock.

Shares of Series B-1 Preferred Stock are convertible, at the option of the holder, into shares of Class B Common Stock at the Original Issue Price, subject to adjustment (the “Conversion Rate”) in certain limited circumstances.

Series B-1 Preferred Stock are converted into shares of Class B Common Stock at the Conversion Rate upon the earlier of (i) the closing of a sale of the Company’s Common Stock in a firm commitment underwritten public offering that results in at least $75,000,000 of gross proceeds to this corporation, following which, its shares are listed for trading on the New York Stock Exchange, Nasdaq Global Select Market or Nasdaq Global Market or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a majority of the then outstanding shares of Series B-1 Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis).

Holders of Series B-1 Preferred Stock are entitled to voting rights equal to holders of Class B Common Stock; however, other than required under Delaware law, holders of Class B Common have not been granted voting rights through the date of this filing.

The following table summarizes issuances of Series B Preferred Stock and associated liquidation preferences as of June 30, 2025 (dollar amounts in thousands):

	Original Issue Price		Shares Authorized		Shares Issued and Outstanding		Liquidation Preference Balance
Series B-1-A Preferred Stock	$	27.6000		217,391		25,693	$	709
Series B-1-B Preferred Stock		0.6555		379,774		126,591		83
Series B-1-C Preferred Stock		0.7281		4,234,991		1,411,664		1,028
Series B-1-D Preferred Stock		1.1553		772,597		257,532		298
Series B-1-E Preferred Stock		1.2837		4,618,667		1,539,556		1,976
Series B-1-F Preferred Stock		1.4565		1,071,984		357,328		520
Series B-1-G Preferred Stock		26.4000		9,091		3,030		80
Preferred Stock				20,000,000		-		-
Total Series B Preferred Stock as of June 30, 2025				31,304,495		3,721,394	$	4,694

In July 2025, subsequent to the balance sheet date, the holders of the Series B-1 Preferred Stock voted to amend the security’s automatic conversion provisions. See Note 8, Subsequent Events, for a detailed description of the amended terms.

Class A Common Stock

Class B Common Stock

Holders of Class B common stock are not entitled to voting rights, except as required by applicable law. They have the right to receive dividends when and if declared by the Board of Directors, as well as to participate in any distributions of assets in the event of liquidation on an equal basis with holders of Class A common stock, subject to the rights of any preferred stock that may be outstanding.

During the three months ended June 30, 2025 and 2024, the Company issued 155,261 and 173,733 shares of Class B common stock, respectively, for total cash proceeds of $6.3 million and $5.2 million. The weighted-average issuance price was $40.85 per share in 2025 and $30.15 per share in 2024.

During the six months ended June 30, 2025 and 2024, the Company issued 186,251 and 424,474 shares of Class B common stock, respectively, for total cash proceeds of $7.4 million and $13.1 million. The weighted-average issuance price was $39.73 per share in 2025 and $30.95 per share in 2024.

As previously disclosed, the Company issued to a vendor a warrant to purchase 333,333 shares of Class B Common Stock at an exercise price of $31.50 per share. This warrant vested in full on May 15, 2025, and expires on November 15, 2034. During the six months ended June 30, 2025, 250,000 of these warrant shares vested in accordance with the service-based vesting schedule. As a result, the Company recognized stock-based compensation expense of $7.3 million, which was recorded in selling, general and administrative expenses.

During the three months ended June 30, 2025 and 2024, the Company issued 347 and 609 shares, respectively, of Class B common stock to external consultants as compensation for services rendered. The aggregate grant-date fair value of these shares was approximately $15 thousand and $19 thousand, respectively, based on weighted-average issuance prices of $44.40 and $31.50 per share. The fair value was determined based on the contemporaneous cash sale prices of Class B common stock to third-party investors.

During the six months ended June 30, 2025 and 2024, the Company issued 347 and 1,746 shares, respectively, of Class B common stock to external consultants as compensation for services rendered. The aggregate grant-date fair value of these shares was approximately $15 thousand and $55 thousand, respectively, based on weighted-average issuance prices of $44.40 and $31.50 per share. The fair value was determined based on the contemporaneous cash sale prices of Class B common stock to third-party investors.

Stock Issuance Costs

We have engaged various service providers to assist with our stock offerings, including:

	●	Administrative and technology service providers: These firms provide support for our stock offerings, including administrative tasks and technology solutions. We typically pay these providers a commission of around 1% on stock sales.

	●	Electronic investor platforms: These platforms facilitate online investment transactions. We pay fees to these platforms, which may include monthly service fees, payment processing fees, and commissions. These fees can vary but typically range from 0.5% to 4% of the value of the stock sold. In some cases, we have also paid commissions in the form of company stock, up to 2% of the value of the stock sold.

The fees paid to these service providers are considered stock issuance costs and are offset against additional paid-in capital on our balance sheet.

As of June 30, 2025, the Company had Class B common stock subscriptions receivable of $12 thousand.

NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

As of December 31, 2024, the number of shares of preferred stock authorized for issuance was 31,304,495, of which 11,304,495 has been designated as a series of Series B-1 Preferred Stock (which we collectively refer to as “Series B-1 Preferred Stock). In addition to the Series B-1 Preferred Stock, 20,000,000 shares of Preferred Stock may be issued from time to time in one or more series by a resolution of the Board of Directors. Series B-1 Preferred stockholders are entitled to certain preferences if an event, voluntary or involuntary, occurs requiring a liquidation of our assets (a “Liquidation Event”). If a Liquidation Event were to occur, preferred stockholders would have priority for any funds distributed to stockholders of the Corporation, plus declared but unpaid dividends. In a Liquidation Event, if the legally available funds to Preferred stockholders are insufficient to distribute the entirety of the liquidation preference balance, then funds will be distributed on a pro rata basis amongst the classes of Series B-1 Preferred Stock (see table below).

Series B-1 Preferred Stock will automatically be converted into shares of Class B Common Stock at the Conversion Rate upon the earlier of (i) (a) any transaction that would have the effect of listing the Class B Common Stock on the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (each, a “Principal Market”), or (b) the acquisition, merger or other business combination between the Company or any direct or indirect parent company of the Company that may be formed from time to time and a “special purpose acquisition company” or similar entity whose shares are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended and listed on a Principal Market or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a majority of the then outstanding shares of Series B-1 Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis).

The following table summarizes issuances of Series B Preferred Stock and associated liquidation preferences as of December 31, 2024 (dollar amounts in thousands):

	Original Issue Price		Shares Authorized		Shares Issued and Outstanding		Liquidation Preference Balance
Series B-1-A Preferred Stock	$	27.6000		217,391		25,693	$	709
Series B-1-B Preferred Stock		0.6555		379,774		126,591		83
Series B-1-C Preferred Stock		0.7281		4,234,991		1,411,664		1,028
Series B-1-D Preferred Stock		1.1553		772,597		257,532		298
Series B-1-E Preferred Stock		1.2837		4,618,667		1,539,556		1,976
Series B-1-F Preferred Stock		1.4565		1,071,984		357,328		520
Series B-1-G Preferred Stock		26.4000		9,091		3,030		80
Preferred Stock				20,000,000		-		-
Total Series B Preferred Stock as of December 31, 2024				31,304,495		3,721,394	$	4,694

Class A Common Stock

Holders of Class A common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Class A common stock holders also have the right to receive dividends when and if declared by the Board of Directors, as well as to participate in any distributions of assets in the event of liquidation, subject to the rights of any preferred stock that may be outstanding. During the year ended December 31, 2023, the Company repurchased 83,696 shares of its Class A common stock at a weighted average price of approximately $31.50 per share in connection with the sale of AI.

Class B Common Stock

During the year ended December 31, 2024, we issued 744,329 shares of Class B common stock for total cash proceeds of $23.5 million at a weighted-average price of $31.50 per share. Additionally, we issued 27,877 shares in exchange for the 2024 Convertible Notes and accrued interest (described below). The issuance of the convertible notes resulted in total proceeds of $0.7 million and were converted at a weighted-average price of $25.20 per share. Furthermore, 642 shares were issued upon the exercise of stock options, generating total proceeds of $7 thousand at a weighted-average price of $11.40 per share.

2024 Convertible Notes

During the year ended December 31, 2024, the Company issued convertible promissory notes (the “2024 Convertible Notes”) with an aggregate principal amount of $0.7 million, carrying an annual interest rate of 12%, compounded annually with a maturity date 24 months from execution of the note agreement. The 2024 Convertible Notes were structured to automatically convert into shares of the Company’s Class B common stock upon the occurrence of a qualified equity financing event.

In November 2024, the Company completed a qualified equity financing round at a price per share of $31.50, triggering the conversion of the 2024 Convertible Notes at a 20% discount for a price per share of $25.20. As a result, in December 2024, the Company issued 27,877 shares of Class B common stock upon the conversion of the 2024 Convertible Notes and related accrued interest. Each Note holder executed a subscription agreement to formalize the conversion.

For accounting purposes, the Company evaluated whether the conversion feature should be bifurcated as an embedded derivative. While the conversion option contained a beneficial conversion feature, management determined that the related debt discount was immaterial due to the short-term nature of the 2024 Convertible Notes (less than four months outstanding) and therefore any bifurcation related to the embedded conversion feature was also deemed to be immaterial. Upon conversion, the liability was derecognized, and the shares were recorded as equity in accordance with the conversion terms. The Company recorded debt issuance costs of $57 thousand as a component of interest expense for the year ended December 31, 2024 related to this transaction.

Warrants Issued to Service Providers

On October 22, 2025, the Company issued the change-in-control warrants referenced above at an exercise price of $5.28 per share, in accordance with the terms of the underlying agreements.

Stock Issuance Costs

We have engaged various service providers to assist with our stock offerings, including:

	●	Administrative and technology service providers: These firms provide support for our stock offerings, including administrative tasks and technology solutions. We typically pay these providers a commission of around 1% on stock sales.

	●	Electronic investor platforms: These platforms facilitate online investment transactions. We pay fees to these platforms, which may include monthly service fees, payment processing fees, and commissions. These fees can vary but typically range from 0.5% to 4% of the value of the stock sold. In some cases, we have also paid commissions in the form of company stock, up to 2% of the value of the stock sold.

The fees paid to these service providers are considered stock issuance costs and are offset against additional paid-in capital on our balance sheet.

As of December 31, 2024, the Company had Class B common stock subscriptions receivable of $0.3 million. Costs of issuing common stock were $1.9 million and $1.8 million for the years ended December 31, 2024 and 2023, respectively.

- Definition

The entire disclosure for equity.

+ References

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+ Details

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 13, 2022	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Product Liability Contingency [Line Items]
Value of shares issued during period		$ 6,418	$ 6,310	$ 7,667	$ 14,503	$ 23,462	$ 33,103
Common Class B [Member]
Product Liability Contingency [Line Items]
Value of shares issued during period	$ 8,000					$ 1,900	1,800	$ 4,000
Number of shares issued		155,261	173,733	186,251	424,474	744,329		144,927
Common Class B [Member] \| Chery Automobile Co. Ltd. [Member]
Product Liability Contingency [Line Items]
Value of shares issued during period							5,000
License [Member]
Product Liability Contingency [Line Items]
Payment of fixed license fees	2,000							$ 1,000
Monthly installment payment	$ 500
License [Member] \| Chery Automobile Co. Ltd. [Member]
Product Liability Contingency [Line Items]
Payment of fixed license fees							1,000
Value of shares issued during period							$ 4,000
Number of shares issued							144,927

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Cover	6 Months Ended
Cover	Jun. 30, 2025
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Entity Registrant Name	APTERA MOTORS CORP.
Entity Central Index Key	0001786471
Entity Tax Identification Number	83-4079594
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5818 El Camino Real
Entity Address, City or Town	Carlsbad
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92008
City Area Code	858
Local Phone Number	371-3151
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	5818 El Camino Real
Entity Address, City or Town	Carlsbad
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92008
City Area Code	858
Local Phone Number	371-3151
Contact Personnel Name	Chris Anthony

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

SUMMARY OF STOCK OPTION ACTIVITY

	Options			Weighted average exercise price		Aggregate Intrinsic value		Weighted average grant date fair value		Weighted average remaining contractual term
Balance at December 31, 2024		3,803,417		$	19.17	$	46,903	$	15.84		6.8
Granted		746,847		$	31.50	$	9,634	$	37.83		9.5
Exercised		-			-		-		-		-
Forfeited		(27,137	)		31.50		350	$	25.77		-
Expired		(118,439	)		15.44		5,994	$	11.98		-
Outstanding and expected to vest at June 30, 2025		4,404,688		$	21.20	$	102,178	$	19.56		6.78
Vested and exercisable at June 30, 2025		3,361,504		$	19.12	$	84,981	$	15.87		6.51

SUMMARY OF STOCK OPTION ACTIVITY

	Options			Weighted average exercise price		Aggregate Intrinsic value		Weighted average grant date fair value		Weighted average remaining contractual term
Balance at December 31, 2022		3,665,931		$	15.45	$	58,697	$	12.84		8.8
Granted		597,147			30.39				24.87		9.4
Exercised		—			—				—		—
Cancelled		(327,860	)		18.84				15.93
Outstanding and expected to vest at December 31, 2023		3,935,218		$	17.43	$	55,344	$	14.43		8.0
Granted		355,683			31.50				25.53		9.7
Exercised		(642	)		11.40				9.96		—
Forfeited		(11,988	)		31.29				26.25
Expired		(474,854	)		14.10				11.31
Outstanding and expected to vest at December 31, 2024		3,803,417		$	19.17	$	46,903	$	15.84		6.8
Vested and exercisable at December 21, 2024		3,347,404		$	18.18	$	44,561	$	15.09		6.5

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL

	Six Months Ended June 30, 2025			Six Months Ended June 30, 2024
Weighted average risk-free interest rate		4.05	%		—
Weighted average expected volatility		105.97	%		—
Weighted average expected term (in years)		5.84			—
Expected dividend yield		—			—
Exercise price	$	31.50		$	—
Estimated fair value of stock price	$	44.40

	Year Ended December 31, 2024			Year Ended December 31, 2023
Weighted average risk-free interest rate		3.60	%		3.92	%
Weighted average expected volatility		107.15	%		103.3	%
Weighted average expected term (in years)		5.78			5.18
Expected dividend yield		0.0	%		0.0	%
Exercise price	$	25.98		$	17.43

SCHEDULE OF ALLOCATION OF STOCK-BASED COMPENSATION EXPENSE

The allocation of stock-based compensation expense was as follows (in thousands):

	2025		2024		2025		2024
	For the three months ended June 30,				For the six months ended June 30,
	2025		2024		2025		2024
General, selling and administrative	$	5,896	$	1,009	$	11,167	$	7,111
Research and Development		3,814		243		4,619		1,573
Total stock-based compensation	$	9,710	$	1,252	$	15,786	$	8,684

The allocation of stock-based compensation expense for the year ended December 31, 2024 and 2023 was as follows (in thousands):

	Year Ended December 31, 2024		Year Ended December 31, 2023 (as restated)
General, selling, and administrative	$	11,808	$	26,585
Research and development		3,460		8,538
Total stock-based compensation	$	15,268	$	35,123

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details)	Jun. 30, 2025	Dec. 31, 2024
Computers, Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Estimated useful lives	3 years	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Estimated useful lives	5 years	5 years
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Shorter of Lease Term or Asset Utility [Member]	Useful Life, Shorter of Lease Term or Asset Utility [Member]
Research and Development Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Estimated useful lives	5 years	5 years
Other Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Estimated useful lives	5 years	5 years

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Accounting Policies [Abstract]

SCHEDULE OF CLASSES OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

The following are the classes of assets and liabilities measured at fair value:

Description	Level 1		Level 2		Level 3		Total
	As of June 30, 2025
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	6,918	$	-	$	-	$	6,918
Total	$	6,918	$	-	$	-	$	6,918

Description	Level 1		Level 2		Level 3		Total
	As of December 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	8,770	$	-	$	-	$	8,770
Total	$	8,770	$	-	$	-	$	8,770

The following are the classes of assets and liabilities measured at fair value:

Description	Level 1		Level 2		Level 3		Total
	Fair Value Hierarchy as of December 31, 2024
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	8,770	$	-	$	-	$	8,770
Total	$	8,770	$	-	$	-	$	8,770

Description	Level 1		Level 2		Level 3		Total
	Fair Value Hierarchy as of December 31, 2023
Description	Level 1		Level 2		Level 3		Total
Assets:
Money market fund	$	15,402	$	-	$	-	$	15,402
Total	$	15,402	$	-	$	-	$	15,402

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:

Computers, hardware and software		3 years
Leasehold improvements		shorter of remaining lease term or 5 years
Research and development equipment		5 years
Other equipment		5 years

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the following estimated useful lives:

Computers, hardware and software		3 years
Leasehold improvements		shorter of remaining lease term or 5 years
Research and development equipment		5 years
Other equipment		5 years

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES OUTSTANDING

As of June 30, 2025 and 2024, potentially dilutive securities outstanding were as follows:

	June 30, 2025		June 30, 2024
Preferred stock		3,721,394		3,721,394
Stock options		4,404,688		3,741,124
Warrants		868,167		-
Potentially dilutive securities		8,994,249		7,462,518

As of December 31, 2024 and 2023, potentially dilutive securities outstanding were as follows:

	December 31, 2024		December 31, 2023
Preferred stock		3,721,394		3,721,394
Stock options		3,803,417		3,830,290
Warrants		868,167		-
Potentially dilutive securities		8,392,978		7,551,684

SCHEDULE OF COMPUTATION OF BASIC NET LOSS PER SHARE OF CLASS A AND CLASS B STOCK

The following table sets forth the computation of basic net loss per share of Class A and Class B stock (in thousands, except per share amounts):

	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
	Three Months Ended June 30,												Six Months Ended June 30,
	2025						2024						2025						2024
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
Numerator
Allocation of losses	$	(9,531	)	$	(2,540	)	$	(4,522	)	$	(1,051	)	$	(18,105	)	$	(4,833	)	$	(14,446	)	$	(3,376	)
Denominator
Weighted average shares outstanding		18,486,999			4,925,770			18,486,999			4,297,139			18,486,999			4,935,209			18,486,999			4,319,875
Basic net loss per share		(0.52	)		(0.52	)		(0.24	)		(0.24	)		(0.98	)		(0.98	)		(0.78	)		(0.78	)

The following table sets forth the computation of basic net loss per share of Class A and Class B stock (in thousands, except per share amounts):


	Year Ended December 31,
							2023
	2024						(as restated)
	Class A			Class B			Class A			Class B
Numerator
Allocation of losses	$	(28,013	)	$	(6,894	)	$	(49,680	)	$	(9,612	)
Denominator
Weighted average shares outstanding		18,486,999			4,549,810			18,514,664			3,582,245
Basic net loss per share	$	(1.52	)	$	(1.52	)	$	(2.68	)	$	(2.68	)

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Revenues
Operating Expenses:
General, selling, and administrative	8,032	3,536	15,981	12,276	20,090	37,476
Research and development	5,872	2,610	9,086	6,488	16,781	23,668
Total operating expenses	13,904	6,146	25,067	18,764	36,871	61,144
Operating loss	(13,904)	(6,146)	(25,067)	(18,764)	(36,871)	(61,144)
Other income	1,833	573	2,129	942	1,964	2,087
Loss from continuing operations					(34,907)	(59,057)
Loss from discontinued operations, net of tax (Note 4)						(235)
Net loss	$ (12,071)	$ (5,573)	$ (22,938)	$ (17,822)	$ (34,907)	$ (59,292)
Common Class A [Member]
Operating Expenses:
Continuing operations weighted average loss per share- basic					$ (1.52)	$ (2.68)
Continuing operations weighted average loss per share- diluted					(1.52)	(2.68)
Discontinued operations weighted average loss per share- basic
Discontinued operations weighted average loss per share- diluted
Weighted average loss per share of common stock basic	$ (0.52)	$ (0.24)	$ (0.98)	$ (0.78)	$ (1.52)	$ (2.68)
Weighted average loss per share of common stock diluted	$ (0.52)	$ (0.24)	$ (0.98)	$ (0.78)
Weighted average shares outstanding - basic	23,412,769	22,784,138	23,422,208	22,806,874	23,036,809	22,096,909
Weighted average shares outstanding - diluted	23,412,769	22,784,138	23,422,208	22,806,874	23,036,809
Common Class B [Member]
Operating Expenses:
Continuing operations weighted average loss per share- basic					$ (1.52)	$ (2.68)
Continuing operations weighted average loss per share- diluted					(1.52)	(2.68)
Discontinued operations weighted average loss per share- basic
Discontinued operations weighted average loss per share- diluted
Weighted average loss per share of common stock basic	$ (0.52)	$ (0.24)	$ (0.98)	$ (0.78)	$ (1.52)	$ (2.68)
Weighted average loss per share of common stock diluted	$ (0.52)	$ (0.24)	$ (0.98)	$ (0.78)
Weighted average shares outstanding - basic	23,412,769	22,784,138	23,422,208	22,806,874	23,036,809	22,096,909
Weighted average shares outstanding - diluted	23,412,769	22,784,138	23,422,208	22,806,874	23,036,809	22,096,909

RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2024

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS

NOTE 3 – RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS

During the preparation of the Company’s financial statements for the year ended December 31, 2024, the Company identified certain errors in the accounting for stock-based compensation expense related to modifications of stock option awards granted to certain departing employees, executives, and board members in 2023 and 2024.

Specifically, the Company had modified the post-termination exercise period for these awards, extending the period during which these individuals could exercise their options after leaving the Company. These modifications resulted in additional stock-based compensation expense that was not properly recorded in the prior periods.

As a result, the Company restated its previously issued financial statements for the year ended December 31, 2023.

The following table summarizes the impact of the restatement on the Company’s previously issued financial statements for the year ended December 31, 2023 (in thousands, except per share amounts):


	As of and for the year ended December 31, 2023
Line Item	As previously reported			Restatement adjustment			As restated
Stock-based compensation
General, selling, and administrative		22,117			4,468			26,585
Research and development		8,320			218			8,538
Total stock-based compensation	$	30,437		$	4,686		$	35,123
Operating Expenses:
General, selling, and administrative		33,008			4,468			37,476
Research and development		23,450			218			23,668
Total operating expenses	$	56,458		$	4,686		$	61,144

Net income (loss)	$	(54,606	)	$	(4,686	)	$	(59,292	)
Additional Paid-in Capital	$	263,310		$	4,686		$	267,996
Accumulated deficit	$	(237,819	)	$	(4,686	)	$	(242,505	)
Continuing operations weighted average loss per share of Class A and Class B common stock basic and diluted	$	(2.47	)	$	(0.21	)	$	(2.68	)

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL (Details) - $ / shares	6 Months Ended		12 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Weighted average risk-free interest rate	4.05%		3.60%	3.92%
Weighted average expected volatility	105.97%		107.15%	103.30%
Weighted average expected term (in years)	5 years 10 months 2 days		5 years 9 months 10 days	5 years 2 months 4 days
Expected dividend yield			0.00%	0.00%
Exercise price	$ 31.50		$ 25.98	$ 17.43
Estimated fair value of stock price	$ 44.40

SCHEDULE OF CLASSES OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Assets:
Total	$ 6,918	$ 8,770	$ 15,402
Money Market Funds [Member]
Assets:
Total	6,918	8,770	15,402
Fair Value, Inputs, Level 1 [Member]
Assets:
Total	6,918	8,770	15,402
Fair Value, Inputs, Level 1 [Member] \| Money Market Funds [Member]
Assets:
Total	6,918	8,770	15,402
Fair Value, Inputs, Level 2 [Member]
Assets:
Total
Fair Value, Inputs, Level 2 [Member] \| Money Market Funds [Member]
Assets:
Total
Fair Value, Inputs, Level 3 [Member]
Assets:
Total
Fair Value, Inputs, Level 3 [Member] \| Money Market Funds [Member]
Assets:
Total

SCHEDULE OF OPERATING LEASE OBLIGATIONS (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease assets, net	$ 1,676	$ 2,104	$ 2,901
Current portion of lease liabilities and other current liabilities	1,092	1,030	915
Long-term lease liabilities	903	1,468	2,498
Operating lease liability, net	$ 1,995	$ 2,498	$ 3,413

SCHEDULE OF COMPUTATION OF BASIC NET LOSS PER SHARE OF CLASS A AND CLASS B STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Common Class A [Member]
Allocation of losses	$ (9,531)	$ (4,522)	$ (18,105)	$ (14,446)	$ (28,013)	$ (49,680)
Weighted average shares outstanding	18,486,999	18,486,999	18,486,999	18,486,999	18,486,999	18,514,664
Basic net loss per share	$ (0.52)	$ (0.24)	$ (0.98)	$ (0.78)	$ (1.52)	$ (2.68)
Common Class B [Member]
Allocation of losses	$ (2,540)	$ (1,051)	$ (4,833)	$ (3,376)	$ (6,894)	$ (9,612)
Weighted average shares outstanding	4,925,770	4,297,139	4,935,209	4,319,875	4,549,810	3,582,245
Basic net loss per share	$ (0.52)	$ (0.24)	$ (0.98)	$ (0.78)	$ (1.52)	$ (2.68)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 9
-Subparagraph (e)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482635/260-10-55-15

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

SUMMARY OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Expected federal income tax rate	21.00%	21.00%	21.00%
State taxes, net of federal tax benefit		7.10%	8.40%
Tax credits		1.90%	2.60%
Deferred tax adjustments		2.80%	4.30%
Change in valuation allowance		(32.80%)	(36.30%)
Income tax expense		0.00%	0.00%

SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Options, Outstanding and expected to vest	3,803,417	3,935,218	3,665,931
Weighted average exercise price, Outstanding and expected to vest	$ 19.17	$ 17.43	$ 15.45
Aggregate Intrinsic value, Outstanding and expected to vest	$ 46,903	$ 55,344	$ 58,697
Weighted average grant date fair value, Outstanding and expected to vest	$ 15.84	$ 14.43	$ 12.84
Weighted average remaining contractual term, Outstanding		6 years 9 months 18 days	8 years	8 years 9 months 18 days
Options, Granted	746,847	355,683	597,147
Weighted average exercise price, Granted	$ 31.50	$ 31.50	$ 30.39
Aggregate Intrinsic value, Granted	$ 9,634
Weighted average grant date fair value, Granted	$ 37.83	$ 25.53	$ 24.87
Weighted average remaining contractual term, Granted	9 years 6 months	9 years 8 months 12 days	9 years 4 months 24 days
Options, Exercised		(642)
Weighted average exercise price, Exercised		$ 11.40
Aggregate Intrinsic value, Exercised		$ 46,903	$ 55,344	$ 58,697
Weighted average grant date fair value, Exercised		$ 9.96
Options, Forfeited	(27,137)	(11,988)	(327,860)
Weighted average exercise price, Forfeited	$ 31.50	$ 31.29	$ 18.84
Aggregate Intrinsic value, Forfeited	$ 350
Weighted average grant date fair value, Forfeited	$ 25.77	$ 26.25	15.93
Options, Expired	(118,439)	(474,854)
Weighted average exercise price, Expired	$ 15.44	$ 14.10
Aggregate Intrinsic value, Expired	$ 5,994
Weighted average grant date fair value, Expired	$ 11.98	11.31
Options, Outstanding and expected to vest	4,404,688
Weighted average exercise price, Outstanding and expected to vest	$ 21.20	19.17	17.43	$ 15.45
Aggregate Intrinsic value, Outstanding and expected to vest	$ 102,178
Weighted average grant date fair value, Outstanding and expected to vest	$ 19.56	$ 15.84	$ 14.43	$ 12.84
Weighted average remaining contractual term, Outstanding and expected to vest	6 years 9 months 10 days	6 years 9 months 18 days
Options, Vested and exercisable	3,361,504	3,347,404
Weighted average exercise price, Vested and exercisable	$ 19.12	$ 18.18
Aggregate Intrinsic value, Vested and exercisable	$ 84,981	$ 44,561
Weighted average grant date fair value, Vested and exercisable	15.87	15.09
Weighted average remaining contractual term, Vested and exercisable	6 years 6 months 3 days	6 years 6 months
Options, Outstanding and expected to vest		3,803,417	3,935,218	3,665,931
Aggregate Intrinsic value, Outstanding and expected to vest		$ 46,903	$ 55,344	$ 58,697

STOCKHOLDERS’ EQUITY (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Equity [Abstract]

SCHEDULE OF ISSUANCES OF SERIES B PREFERRED STOCK AND ASSOCIATED LIQUIDATION PREFERENCES

The following table summarizes issuances of Series B Preferred Stock and associated liquidation preferences as of June 30, 2025 (dollar amounts in thousands):

	Original Issue Price		Shares Authorized		Shares Issued and Outstanding		Liquidation Preference Balance
Series B-1-A Preferred Stock	$	27.6000		217,391		25,693	$	709
Series B-1-B Preferred Stock		0.6555		379,774		126,591		83
Series B-1-C Preferred Stock		0.7281		4,234,991		1,411,664		1,028
Series B-1-D Preferred Stock		1.1553		772,597		257,532		298
Series B-1-E Preferred Stock		1.2837		4,618,667		1,539,556		1,976
Series B-1-F Preferred Stock		1.4565		1,071,984		357,328		520
Series B-1-G Preferred Stock		26.4000		9,091		3,030		80
Preferred Stock				20,000,000		-		-
Total Series B Preferred Stock as of June 30, 2025				31,304,495		3,721,394	$	4,694

The following table summarizes issuances of Series B Preferred Stock and associated liquidation preferences as of December 31, 2024 (dollar amounts in thousands):

	Original Issue Price		Shares Authorized		Shares Issued and Outstanding		Liquidation Preference Balance
Series B-1-A Preferred Stock	$	27.6000		217,391		25,693	$	709
Series B-1-B Preferred Stock		0.6555		379,774		126,591		83
Series B-1-C Preferred Stock		0.7281		4,234,991		1,411,664		1,028
Series B-1-D Preferred Stock		1.1553		772,597		257,532		298
Series B-1-E Preferred Stock		1.2837		4,618,667		1,539,556		1,976
Series B-1-F Preferred Stock		1.4565		1,071,984		357,328		520
Series B-1-G Preferred Stock		26.4000		9,091		3,030		80
Preferred Stock				20,000,000		-		-
Total Series B Preferred Stock as of December 31, 2024				31,304,495		3,721,394	$	4,694

GRANT FUNDS RECEIVABLE

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Grant Funds Receivable

GRANT FUNDS RECEIVABLE

NOTE 3 – GRANT FUNDS RECEIVABLE

On February 15, 2023, we were awarded a $21.9 million grant from the California Energy Commission (“CEC”), which provides for the reimbursement of certain capital investments and operating costs related to battery and solar and production applications for our vehicle, subject to milestone achievements. Reimbursement requests made by us are recorded as grant funds receivable and other income, net of a 10% retention amount, which CEC holds until there is evidence of project completion. We were originally required to complete the CEC project and use all funding by March 31, 2026, however, in May of 2025 the end date on the agreement was extended to March 31, 2027. Completion of the project requires us to meet significant milestones in the future, the probability of which is uncertain. Therefore, we record the retention amount only when it is determined to be reasonably collectible. Through June 30, 2025, the Company submitted reimbursement requests totalling $4.1 million under this grant, of which $0.4 million is retained by CEC. None of the retention amount has been recognized as other income.

NOTE 5 – GRANT FUNDS RECEIVABLE

On February 15, 2023, we were awarded a $21.9 million grant from the California Energy Commission (“CEC”), which provides for the reimbursement of certain capital investments and operating costs related to battery and solar and production applications for our vehicle, subject to milestone achievements. Reimbursement requests made by us are recorded as grant funds receivable and other income, net of a 10% retention amount, which CEC holds until there is evidence of project completion. We are required to complete the CEC project and use all funding by March 31, 2026. Completion of the project requires us to meet significant milestones in the future, the probability of which is uncertain. Therefore, we record the retention amount only when it is determined to be reasonably collectible. Through December 31, 2024, the Company submitted reimbursement requests totaling $2.8 million under this grant, of which $0.3 million is retained by CEC. None of the retention amount has been recognized as other income.

RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Changes and Error Corrections [Abstract]

SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS

The following table summarizes the impact of the restatement on the Company’s previously issued financial statements for the year ended December 31, 2023 (in thousands, except per share amounts):


	As of and for the year ended December 31, 2023
Line Item	As previously reported			Restatement adjustment			As restated
Stock-based compensation
General, selling, and administrative		22,117			4,468			26,585
Research and development		8,320			218			8,538
Total stock-based compensation	$	30,437		$	4,686		$	35,123
Operating Expenses:
General, selling, and administrative		33,008			4,468			37,476
Research and development		23,450			218			23,668
Total operating expenses	$	56,458		$	4,686		$	61,144

Net income (loss)	$	(54,606	)	$	(4,686	)	$	(59,292	)
Additional Paid-in Capital	$	263,310		$	4,686		$	267,996
Accumulated deficit	$	(237,819	)	$	(4,686	)	$	(242,505	)
Continuing operations weighted average loss per share of Class A and Class B common stock basic and diluted	$	(2.47	)	$	(0.21	)	$	(2.68	)