Aptera: Front of the Napkin Math for a Late-to-the-Party Hype Stock
You can’t make this up — a company building solar-powered electric vehicles — words that would’ve melted WSB in 2013 when “EV + Solar” was the holy grail. The problem? It’s 2025, and the market’s chasing AI, quantum chips, and humanoid robots. Yet Aptera still found a way to grab attention after the headline 50,000 pre-orders (roughly $2B, assuming $40K per unit).
But for this stock to make any sense, STAI ran some Front of the Napkin (FOTN) math to nail down the fully diluted share count — normally a simple number in an SEC filing, but not here. This was a direct listing followed by an amended S-1, turning something basic into a guessing game.
If you’re going to trade this hype show, the whole question is whether there are still enough greater fools left. That only happens if the share count gives you a low enough market cap against those “$2B potential sales.” And since the actual deposit conversions will never come close to 100%, you need a fat margin of safety — which only exists if your dilution math checks out. Get the share count wrong, and you’re not early — you’re just the next fool in line.
First, you have to understand this IPO wasn’t a normal one — it was a direct listing designed mainly for existing shareholders to cash out, not for the company to raise growth capital. The amended filing confirms that: no proceeds go to Aptera, all shares are selling shareholders. For a capital-intensive car startup, that’s a huge red flag. You don’t sell stock to raise liquidity for investors unless you’re out of options. Also, you would think they want to get these bad boys out asap. Why not use this retail-friendly, late-stage top of the market, ignore dilution, and deliver the goods to all those (likely in Cali) folks who laid out their single Benjamin?
Once you get your hands dirty with the filings, the story clears up. The original S-1 showed about 27 million shares pro forma — STAI made sure not to hallucinate that figure. The new filing jumps to 21 million basic and around 35 million fully diluted, once you include the 6 million shares issued to New Circle and the expanded 14 million-share equity plan. That’s the real denominator you should be using when you calculate the market cap — roughly $280–320 million at current prices.
Aptera Share Count Breakdown
| Filing / Stage | Details | Key Takeaways |
|---|---|---|
| 1. Original S-1 (Pre-Listing Baseline) | • Class A: 18,486,999 • Class B: 5,064,588 • Series B-1 Preferred: 3,721,394 (1:1 → Class B) → Pro Forma Common ≈ 27.27 M • Options/Warrants: ~470 K → Fully Diluted ≈ 27.7 M | Reflected Aptera before Nasdaq listing — legacy A/B/Preferred structure, no new capital raise. |
| 2. Amended S-1 (Oct 23 2025) | • Class B (pre-offering): 10,014,801 • New Circle equity line: +6 M → 16,014,801 B • Class A still exists: 5,064,588 → ~21.08 M Common Total Excluded Future Dilution: • 4.39 M options @ $21.18 • 21 K RSUs @ $6.98 • 0.87 M warrants @ $21.33 • 14 M reserved under 2025 Plan → Fully Diluted “if everything hits” ≈ 40.36 M ≈ 35 M realistic (using TSM) | Reflects direct-listing structure + new equity plan; large increase in potential dilution. |
| 3. Reconciling the Gap | • Corporate simplification (preferred → common) • New Circle agreement added 6 M shares • 2025 Omnibus Plan added 14 M authorized • Options/warrants now explicit under SEC Item 701 | The jump from ~27 M (pro forma) to ~21 M base / ~35–40 M fully diluted is from conversion + new issuance + expanded equity plan. |
To dig into the hype, we used a trick from the old hedge fund/family office days that Wall Street still ignores: analyzing YouTube sentiment. MKBHD’s video on Aptera is basically a behavioral dataset in plain sight. The comment section is full of people fantasizing about owning one, defending it like a belief system, and debating design tweaks like they already bought in. That’s real data — not a spreadsheet — and exactly the kind of signal traditional analysts never pick up. You can literally see the fanboy feedback loop forming.
Now you can frame the trade. If every single refundable deposit magically converted, Aptera could, in theory, book close to $2 billion in revenue against a sub-$300 million cap — a juicy setup for anyone willing to gamble. But that’s fantasy math until cars actually ship.
And here’s how this type of name usually plays out:
- Retail piles in on the hype and pre-order math.
- Stock rips.
- Company uses the pop to sell more shares.
- Hedge-fund analysts who never learn: write the draft on a Word doc, leave their laptops open so their buddies can short before the report hits (JUST KIDDING!), then drop “short reports” and victory tweets. It doesn’t work anymore — similar to EV and solar buzzword fatigue. I digress.
- Retail cult forms, buys every dip, waits for options to list. If you insist on trading this circus, at least understand what you’re buying. Know the share count, know who’s selling, and remember: this wasn’t an IPO to fund innovation — it was an exit ramp.
Disclaimer:
This post is for informational and educational purposes only. It is not financial advice or a recommendation to buy, sell, or short any security. Always do your own research, verify data directly from SEC filings, and understand that any security mentioned may involve substantial risk — especially hype-driven names like this.