0001884082FALSEFY2023xbrli:shares00018840822023-01-012023-12-310001884082dei:BusinessContactMember2023-01-012023-12-310001884082psny:ClassAAmericanDepositarySharesMember2023-01-012023-12-310001884082psny:ClassC1OrdinarySharesMember2023-01-012023-12-310001884082psny:ClassC1AmericanDepositarySharesMember2023-01-012023-12-310001884082psny:ClassAOrdinarySharesMember2023-01-012023-12-310001884082psny:ClassAOrdinarySharesMember2023-12-310001884082psny:ClassBAmericanDepositarySharesMember2023-12-310001884082psny:ClassC1OrdinarySharesMember2023-12-310001884082psny:ClassC2AmericanDepositarySharesMember2023-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Commission File Number: 001-41431
Polestar Automotive Holding UK PLC
(Exact name of Registrant as specified in its charter)
| | | | | |
Not applicable (Translation of Registrant’s name into English) | England and Wales (Jurisdiction of incorporation or organization) |
Assar Gabrielssons Väg 9 405 31 Gothenburg, Sweden (Address of Principal Executive Offices)
Thomas Ingenlath Assar Gabrielssons Väg 9 405 31 Gothenburg, Sweden
Tel: +1 551 284 9479
ir@polestar.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”):
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A American Depositary Shares | PSNY | The Nasdaq Stock Market LLC |
Class A Ordinary Shares, par value $0.01 each* | - | The Nasdaq Stock Market LLC* |
Class C-1 American Depositary Shares | PSNYW | The Nasdaq Stock Market LLC |
Class C-1 Ordinary Shares, par value $0.10 each** | - | The Nasdaq Stock Market LLC** |
Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: On December 31, 2023, the issuer had 467,976,748 Class A Shares (as defined in this Report) in the form of Class A ADSs (as defined in this Report) issued and outstanding, 1,642,233,575 Class B Shares (as defined in this Report) in the form of Class B ADSs (as defined in this Report) issued and outstanding, 20,499,965 Class C-1 Shares (as defined in this Report) in the form of Class C-1 ADSs (as defined in this Report) issued and outstanding and 4,500,000 Class C-2 Shares (as defined in this Report) in the form of Class C-2 ADSs (as defined in this Report) issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
| | | | | |
Large Accelerated Filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ |
| | | | | |
| | | | Emerging growth company | ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’ s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| | | | | | | | | | | | | | |
| | | | |
US GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | | | Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
* Not for trading, but only in connection with the listing of the Class A American Depositary Shares on The Nasdaq Stock Market LLC. The Class A American Depositary Shares each represent one Class A Ordinary Share and are registered under the Securities Act
of 1933 pursuant to a separate Registration Statement on Form F-6. Accordingly, the Class A American Depositary Shares are exempt from the operation of Section 12(a) of the Exchange Act pursuant to Rule 12a-8 thereunder.
** Not for trading, but only in connection with the listing of the Class C-1 American Depositary Shares on The Nasdaq Stock Market LLC. The Class C-1 American Depositary Shares each represent one Class C Ordinary Share and are registered under the Securities Act pursuant to a separate Registration Statement on Form F-6. Accordingly, the Class C-1 American Depositary Shares are exempt from the operation of Section 12(a) of the Exchange Act pursuant to Rule 12a-8 thereunder.
Explanatory Note
Polestar Automotive Holding UK PLC (“Polestar”) is filing this Amendment No. 1 to its Annual Report on Form 20-F (this “Amendment No. 1”) to supplement our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, as originally filed with the U.S. Securities and Exchange Commission on August 14, 2024 (the “Original Form 20-F”). This Amendment No. 1 is being filed solely to file certain exhibits that could not be included with the Original Form 20-F filing due to file size limitations.
The Original Form 20-F filing should be considered Part 1 and this Amendment No. 1 should be considered Part 2 of the Original Form 20-F. No other changes have been made to the Original Form 20-F. This Amendment No. 1 does not amend or otherwise update any other information in the Original Form 20-F. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 20-F.
ITEM 19. EXHIBITS
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
| | Incorporated by Reference | |
Exhibit No. | Description | Schedule Form | Exhibit | Filing Date | |
| | | | | |
1.1 | | 8-K** | 4.1, Exhibit A | June 27, 2022 | |
| | | | | |
2.1 | | F-6EF | (a) | August 26, 2022 | |
| | | | | |
2.2 | | F-4/A | 4.2 | May 23, 2022 | |
| | | | | |
2.3 | | 8-K** | 4.1, Exhibit B | June 27, 2022 | |
| | | | | |
2.4 | | F-4/A | 4.4 | May 23, 2022 | |
| | | | | |
2.5 | | 8-K** | 4.1, Exhibit B | June 27, 2022 | |
| | | | | |
2.6 | | F-4/A | 4.6 | May 23, 2022 | |
| | | | | |
2.7 | | F-4/A | 4.9 | May 23, 2022 | |
| | | | | |
2.8 | | F-4/A | 4.10 | May 23, 2022 | |
| | | | | |
2.9 | | F-4/A | 4.11 | May 23, 2022 | |
| | | | | |
2.10 | | 8-K** | 4.1 | June 27, 2022 | |
| | | | | |
2.11 | | 20-F | 2.11 | August 14, 2024 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.1## | | F-4/A | 2.1 | May 23, 2022 | |
| | | | | |
4.2## | | 8-K** | 2.1 | December 17, 2021 | |
| | | | | |
4.3## | | 8-K** | 2.1 | March 25, 2022 | |
4.4 | | 8-K** | 2.1 | April 21, 2022 | |
| | | | | |
4.5 | | F-4/A | 10.1 | May 23, 2022 | |
| | | | | |
4.6 | | F-4/A | 10.4 | May 23, 2022 | |
| | | | | |
4.7+ | | F-4/A | 10.5 | May 23, 2022 | |
| | | | | |
4.8+ | | S-8 | 99.1 | August 29, 2022 | |
| | | | | |
4.9+ | | S-8 | 99.2 | August 29, 2022 | |
| | | | | |
4.10 | | F-4/A | 10.8 | May 23, 2022 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.11† | Car Model Assignment and License Agreement, dated as of October 31, 2018, between Volvo Car Corporation and Polestar Performance AB, as supplemented by the Side Letter, dated as of October 31, 2018, between Volvo Car Corporation, Polestar Performance AB and Polestar New Energy Vehicle Co. Ltd., as amended by the Amendment Agreement to the Car Model Assignment and License Agreement, dated as of May 5, 2021, between Volvo Car Corporation and Polestar Performance AB. | F-4/A | 10.9 | May 23, 2022 | |
| | | | | |
4.12† | | F-4/A | 10.10 | May 23, 2022 | |
| | | | | |
4.13 | | F-4/A | 10.11 | May 23, 2022 | |
| | | | | |
4.14† | Car Model Assignment and License Agreement, dated as of October 31, 2018, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd, as supplemented by the Side Letter, dated as of October 31, 2018, between Volvo Car Corporation, Polestar Performance AB and Polestar New Energy Vehicle Co. Ltd., as supplemented by the Supplement to Car Model Assignment and License Agreement, dated as of September 23, 2019, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd., as amended by the Amendment Agreement to the Car Model Assignment and License Agreement, dated as of June 2020, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Volvo Car Corporation. | F-4/A | 10.12 | May 23, 2022 | |
| | | | | |
4.15† | | F-4/A | 10.13 | May 23, 2022 | |
| | | | | |
4.16† | | F-4/A | 10.14 | May 23, 2022 | |
4.17† | PHEV IP Sub-License Agreement, dated as of September 7, 2018, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd, as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Volvo Car Corporation. | F-4/A | 10.15 | May 23, 2022 | |
| | | | | |
4.18† | | F-4/A | 10.16 | May 23, 2022 | |
| | | | | |
4.19† | Service Agreement, dated as of October 31, 2018, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Volvo Car Corporation. | F-4/A | 10.17 | May 23, 2022 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.20† | | F-4/A | 10.18 | May 23, 2022 | |
| | | | | |
4.21† | | F-4/A | 10.19 | May 23, 2022 | |
| | | | | |
4.22† | Service Agreement, dated as of October 31, 2018, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Volvo Car Corporation. | F-4/A | 10.20 | May 23, 2022 | |
| | | | | |
4.23† | Service Agreement, dated as of December 21, 2018, between Daqing Volvo Car Manufacturing Co. Ltd. and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Daqing Volvo Car Manufacturing Co. Ltd. | F-4/A | 10.21 | May 23, 2022 | |
| | | | | |
4.24† | Service Agreement, dated as of October 31, 2018, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Volvo Car Corporation. | F-4/A | 10.22 | May 23, 2022 | |
| | | | | |
4.25† | Service Agreement, dated as of December 21, 2018, between Volvo Car (Asia Pacific) Investment Holding Co. Ltd. and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd and Volvo Car (Asia Pacific) Investment Holding Co. Ltd. | F-4/A | 10.23 | May 23, 2022 | |
| | | | | |
4.26† | Service Agreement, dated as of August 9, 2018, between Zhongjia Automobile Manufacturing (Chengdu) Co. Ltd. and Polestar New Energy Vehicle Co. Ltd., as amended by the Amendment Agreement to the Service Agreement, dated as of August 26, 2020, between Zhongjia Automobile Manufacturing (Chengdu) Co., Ltd. and Polestar New Energy Vehicle Co., Ltd., AB. | F-4/A | 10.24 | May 23, 2022 | |
| | | | | |
4.27† | | F-4/A | 10.25 | May 23, 2022 | |
| | | | | |
4.28† | | F-4/A | 10.26 | May 23, 2022 | |
| | | | | |
4.29† | | F-4/A | 10.27 | May 23, 2022 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
4.30† | | F-4/A | 10.28 | May 23, 2022 | |
4.31† | | F-4/A | 10.29 | May 23, 2022 | |
| | | | | |
4.32† | | F-4/A | 10.30 | May 23, 2022 | |
| | | | | |
4.33† | Car Model Manufacturing Agreement, dated as of November 28, 2018, between First Automobile Branch of Zhejiang Haoqing Automobile Manufacturing Co., Ltd. and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of July 7, 2021, between Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution (Taizhou) Co., Ltd. and First Automobile Branch of Zhejiang Haoqing Automobile Manufacturing Co., Ltd. | F-4/A | 10.31 | May 23, 2022 | |
| | | | | |
4.34† | Car Model Manufacturing Agreement, dated as of November 26, 2018, between Asia Euro Automobile Manufacturing (Taizhou) Co., Ltd. and Polestar Performance AB., as supplemented by the Supplement Car Manufacturing Agreement, dated as of May 2021, between Polestar Performance AB and Asia Euro Manufacturing (Taizhou) Co. Ltd., as amended by the Amendment Car Model Manufacturing Agreement, dated as of July 7, 2021, between Polestar Performance AB and Asia Euro Automobile Manufacturing (Taizhou) Co. Ltd. | F-4/A | 10.32 | May 23, 2022 | |
| | | | | |
4.35† | License, License Assignment and Service Agreement, dated as of June 30, 2019, between Volvo Car Corporation and Polestar Performance AB, as supplemented by Side Letter, dated as of June 30, 2019, between Volvo Car Corporation, Volvo Cars (China) Investment Co., Ltd., Polestar Performance AB and Polestar New Energy Vehicle Co. Ltd., as amended by the Amendment Agreement to the License, License Assignment and Service Agreement, dated as of December 19, 2019, between Volvo Car Corporation and Polestar Performance AB. | F-4/A | 10.33 | May 23, 2022 | |
| | | | | |
4.36† | License Agreement, dated as of June 30, 2019, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd., as supplemented by the Side Letter, dated as of June 30, 2019, between Polestar Performance AB, Polestar New Energy Vehicle Co., Ltd., Volvo Car Corporation and Volvo Cars (China) Investment Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Volvo Car Corporation. | F-4/A | 10.34 | May 23, 2022 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.37† | Service Agreement, dated as of June 30, 2019, between Volvo Car Corporation and Polestar New Energy Vehicle Co. Ltd., as supplemented by Side Letter, dated as of June 30, 2019, between Volvo Car Corporation, Volvo Cars (China) Investment Co., Ltd., Polestar Performance AB and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Volvo Car Corporation. | F-4/A | 10.35 | May 23, 2022 | |
| | | | | |
4.38† | Service Agreement, dated as of June 30, 2019, between Volvo Cars (China) Investment Co., Ltd. and Polestar New Energy Vehicle Co. Ltd., as supplemented by Side Letter, dated as of June 30, 2019, between Volvo Car Corporation, Volvo Cars (China) Investment Co., Ltd., Polestar Performance AB and Polestar New Energy Vehicle Co. Ltd., as amended by the Amendment Agreement to the Service Agreement, dated as of November 28, 2019, between Volvo Cars (China) Investment Co. Ltd. and Polestar New Energy Vehicle Co. Ltd., as amended by the Novation Agreement, dated as of December 8, 2020, by and among Polestar New Energy Vehicle Co., Ltd., Polestar Automotive China Distribution Co., Ltd. and Volvo Cars (China) Investment Co., Ltd. | F-4/A | 10.36 | May 23, 2022 | |
| | | | | |
4.39† | | F-4/A | 10.37 | May 23, 2022 | |
| | | | | |
4.40† | | F-4/A | 10.38 | May 23, 2022 | |
| | | | | |
4.41† | | F-4/A | 10.39 | May 23, 2022 | |
| | | | | |
4.42† | | F-4/A | 10.40 | May 23, 2022 | |
| | | | | |
4.43† | | F-4/A | 10.41 | May 23, 2022 | |
| | | | | |
4.44† | | F-4/A | 10.42 | May 23, 2022 | |
| | | | | |
4.45† | | F-4/A | 10.43 | May 23, 2022 | |
| | | | | |
4.46† | | F-4/A | 10.44 | May 23, 2022 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.47† | | F-4/A | 10.45 | May 23, 2022 | |
| | | | | |
4.48† | | F-4/A | 10.46 | May 23, 2022 | |
| | | | | |
4.49† | | F-4/A | 10.47 | May 23, 2022 | |
| | | | | |
4.50† | | F-4/A | 10.48 | May 23, 2022 | |
| | | | | |
4.51† | | F-4/A | 10.49 | May 23, 2022 | |
| | | | | |
4.52† | | F-4/A | 10.50 | May 23, 2022 | |
| | | | | |
| | | | | |
4.53† | | F-4/A | 10.52 | May 23, 2022 | |
| | | | | |
4.54† | | F-4/A | 10.53 | May 23, 2022 | |
| | | | | |
4.55† | | F-4/A | 10.54 | May 23, 2022 | |
| | | | | |
4.56† | | F-4/A | 10.55 | May 23, 2022 | |
| | | | | |
4.57† | | F-4/A | 10.56 | May 23, 2022 | |
| | | | | |
4.58† | | F-4/A | 10.57 | May 23, 2022 | |
| | | | | |
4.59† | | F-4/A | 10.58 | May 23, 2022 | |
| | | | | |
4.60† | | F-4/A | 10.59 | May 23, 2022 | |
| | | | | |
4.61† | | F-4/A | 10.60 | May 23, 2022 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
4.62† | | F-4/A | 10.61 | May 23, 2022 | |
| | | | | |
4.63† | | F-4/A | 10.62 | May 23, 2022 | |
| | | | | |
4.64† | | F-4/A | 10.63 | May 23, 2022 | |
| | | | | |
4.65† | | F-4/A | 10.64 | May 23, 2022 | |
| | | | | |
4.66† | | F-4/A | 10.65 | May 23, 2022 | |
| | | | | |
4.67† | | F-4/A | 10.66 | May 23, 2022 | |
| | | | | |
4.68† | | F-4/A | 10.67 | May 23, 2022 | |
| | | | | |
4.69† | | F-4/A | 10.68 | May 23, 2022 | |
| | | | | |
4.70† | | F-4/A | 10.69 | May 23, 2022 | |
| | | | | |
4.71† | | F-4/A | 10.70 | May 23, 2022 | |
| | | | | |
4.72+† | | F-4/A | 10.71 | May 23, 2022 | |
| | | | | |
4.73+† | | F-4/A | 10.72 | May 23, 2022 | |
| | | | | |
4.74+† | | F-4/A | 10.73 | May 23, 2022 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.75 | | F-4/A | 10.74 | December 17, 2021 | |
| | | | | |
4.76† | | F-4/A | 10.76 | May 23, 2022 | |
| | | | | |
4.77 | Acknowledgement Agreement to the Shareholders Agreement, dated September 27, 2021, by and among Volvo Car Corporation, Snita Holding B.V., PSD Investment Limited, PSINV AB, GLY New Mobility 1. LP, Northpole GLY 1 LP, Chongqing Liangjiang, Zibo Financial Holding Group Co., Ltd., Zibo High-Tech Industrial Investment Co., Ltd., Polestar Automotive Holding Limited and Polestar Automotive Holding UK Limited (incorporated by reference to Annex M-1 to the proxy statement/prospectus used in connection with the Business Combination). | F-4/A | 10.77 | May 23, 2022 | |
| | | | | |
4.78 | Form of Amendment to Acknowledgement Agreement to the Shareholders Agreement, by and among Volvo Car Corporation, Snita Holding B.V., Zhejiang Geely Holding Group Co., Ltd., PSD Investment Limited, PSINV AB, GLY New Mobility 1. LP, Northpole GLY 1 LP, Chongqing Liangjiang, Zibo Financial Holding Group Co., Ltd., Zibo High-Tech Industrial Investment Co., Ltd., Polestar Automotive Holding Limited and Polestar Automotive Holding UK Limited (incorporated by reference to Annex M-2 to the proxy statement/prospectus used in connection with the Business Combination). | F-4/A | 10.78 | May 23, 2022 | |
| | | | | |
4.79† | | F-4/A | 10.79 | May 23, 2022 | |
| | | | | |
4.80† | | F-4/A | 10.80 | May 23, 2022 | |
| | | | | |
4.81† | | F-4/A | 10.81 | May 23, 2022 | |
| | | | | |
4.82† | | F-4/A | 10.82 | May 23, 2022 | |
| | | | | |
4.83 | | 8-K** | 10.2 | March 25, 2022 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.84† | | F-4/A | 10.85 | May 23, 2022 | |
| | | | | |
4.85† | | F-4/A | 10.86 | May 23, 2022 | |
| | | | | |
4.86† | | 20-F | 4.91 | June 29, 2022 | |
| | | | | |
4.87† | | 20-F | 4.92 | June 29, 2022 | |
| | | | | |
4.88† | | 20-F | 4.93 | June 29, 2022 | |
| | | | | |
4.89† | | 20-F | 4.94 | June 29, 2022 | |
| | | | | |
4.90† | | F-1/A | 10.91 | August 18, 2022 | |
| | | | | |
4.91† | | F-1/A | 10.92 | August 18, 2022 | |
| | | | | |
4.92† | | F-1/A | 10.95 | August 18, 2022 | |
| | | | | |
4.93† | | 20-F | 4.93 | April 14, 2023 | |
| | | | | |
4.94† | | 20-F | 4.94 | April 14, 2023 | |
| | | | | |
4.95† | | 20-F | 4.95 | April 14, 2023 | |
| | | | | |
4.96† | | 20-F | 4.96 | April 14, 2023 | |
| | | | | |
4.97† | | 20-F | 4.97 | April 14, 2023 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.98† | | 20-F | 4.98 | April 14, 2023 | |
4.99 | | 6-K | 10.1 | November 3, 2022 | |
| | | | | |
4.100† | | 20-F | 4.100 | April 14, 2023 | |
| | | | | |
4.101† | | 20-F | 4.101 | April 14, 2023 | |
4.102† | | 20-F | 4.102 | April 14, 2023 | |
4.103† | | 20-F | 4.103 | August 14, 2024 | |
4.104† | | 20-F | 4.104 | August 14, 2024 | |
4.105† | | 20-F | 4.105 | August 14, 2024 | |
4.106† | | 20-F | 4.106 | August 14, 2024 | |
4.107† | | 20-F | 4.107 | August 14, 2024 | |
4.108† | | 20-F | 4.108 | August 14, 2024 | |
4.109† | | 20-F | 4.109 | August 14, 2024 | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.110† | | 20-F | 4.110 | August 14, 2024 | |
4.111† | Amendment Agreement no 2, dated December 1, 2023 to Prototype Supply Agreement, effective as of July 1, 2022, between Asia Europe New Energy Vehicle Manufacturing (Chongqing) Co., Ltd., Polestar Performance AB, Polestar Automotive (Chongqing) Co., Ltd, Polestar Automotive (China) Distribution Co., Ltd. and Polestar Automotive (China) R&D Branch | 20-F | 4.111 | August 14, 2024 | |
4.112† | | 20-F | 4.112 | August 14, 2024 | |
4.113† | | 20-F | 4.113 | August 14, 2024 | |
4.114† | | 20-F | 4.114 | August 14, 2024 | |
4.115† | | 20-F | 4.115 | August 14, 2024 | |
4.116† | | 20-F | 4.116 | August 14, 2024 | |
4.117† | | 20-F | 4.117 | August 14, 2024 | |
4.118† | | 20-F | 4.118 | August 14, 2024 | |
4.119*† | | | | | |
4.120*† | | | | | |
4.121*† | | | | | |
4.122*† | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.123*† | | | | | |
4.124*† | | | | | |
4.125*† | | | | | |
4.126*† | | | | | |
4.127† | | 20-F | 4.127 | August 14, 2024 | |
4.128† | | 20-F | 4.128 | August 14, 2024 | |
4.129† | | 20-F | 4.129 | August 14, 2024 | |
4.130† | | 20-F | 4.131 | August 14, 2024 | |
4.131† | | 20-F | 4.131 | August 14, 2024 | |
4.132*† | | | | | |
4.133*† | | | | | |
4.134*† | | | | | |
4.135*† | | | | | |
4.136*† | | | | | |
4.137† | | 20-F | 4.137 | August 14, 2024 | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.138† | | 20-F | 4.138 | August 14, 2024 | |
4.139† | | 20-F | 4.139 | August 14, 2024 | |
4.140† | | 20-F | 4.14 | August 14, 2024 | |
4.141*† | | | | | |
4.142† | | 20-F | 4.142 | August 14, 2024 | |
4.143*† | | | | | |
4.144† | | 20-F | 4.143 | August 14, 2024 | |
4.145† | | 20-F | 4.144 | August 14, 2024 | |
4.146† | | 20-F | 4.146 | August 14, 2024 | |
4.147† | | 20-F | 4.147 | August 14, 2024 | |
4.148† | | 20-F | 4.148 | August 14, 2024 | |
4.149† | | 20-F | 4.149 | August 14, 2024 | |
4.150† | | 20-F | 4.150 | August 14, 2024 | |
4.151† | | 20-F | 4.151 | August 14, 2024 | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.152† | Amendment Agreement No. 2, dated October 3, 2023, related to the License, License Assignment and Service Agreement, dated as of April 13, 2021, between Volvo Car Corporation and Polestar Automotive China Distribution Co. Ltd., and amended by Amendment Agreement No. 1, dated December 13, 2022 | 20-F | 4.152 | August 14, 2024 | |
4.153† | Amendment Agreement No. 1, dated as of October 3, 2023, to the Restated Framework Assignment and License Agreement, dated as of June 1, 2023, and the Restated Car Model Assignment and License Agreement, dated as of June 31, 2023, by and among Polestar Automotive China Distribution Co., Ltd. and Volvo Car Corporation | 20-F | 4.153 | August 14, 2024 | |
4.154† | | 20-F | 4.154 | August 14, 2024 | |
4.155† | | 20-F | 4.155 | August 14, 2024 | |
4.156*† | | | | | |
4.157*† | | | | | |
4.158*† | | | | | |
4.159*† | | | | | |
4.160 | | 6-K | 10.1 | November 8, 2023 | |
4.161 | | 6-K | 10.2 | November 8, 2023 | |
4.162 | | 6-K | 99.2 | June 20, 2023 | |
4.163 | | 6-K | 99.3 | June 20, 2023 | |
4.164† | Amendment No. 3 to the Registration Rights Agreement, dated as of April 26, 2023, between Polestar Automotive Holding UK PLC, Zibo High-Tech Industrial Investment Co., Ltd., Zibo Financial Holding Group Co., Ltd, Chongqing Liangjiang, Northpole GLY 1 LP, GLP New Mobility 1. LP, Snita Holding B.V., PSD Investment Limited, and Gores Guggenheim Sponsor LLC | 20-F | 4.164 | August 14, 2024 | |
4.165 | | 6-K | 10.1 | February 28, 2024 | |
| | | | | | | | | | | | | | | | | | | | | | | |
4.166*† | | | | | |
4.167*† | | | | | |
4.168*† | | | | | |
4.169*† | | | | | |
4.170*† | | | | | |
4.171*† | | | | | |
4.172† | | 20-F | 4.172 | August 14, 2024 | |
4.173† | | 20-F | 4.173 | August 14, 2024 | |
| | | | | |
8.1 | | 20-F | 8.1 | August 14, 2024 | |
12.1 | | 20-F | 12.1 | August 14, 2024 | |
| | | | | |
12.2 | | 20-F | 12.2 | August 14, 2024 | |
| | | | | |
13.1 | | 20-F | 13.1 | August 14, 2024 | |
| | | | | |
13.2 | | 20-F | 13.2 | August 14, 2024 | |
| | | | | |
15.1 | | 20-F | 15.1 | August 14, 2024 | |
| | | | | |
97.1 | | 20-F | 97.1 | August 14, 2024 | |
101. INS* | Inline XBRL Instance Document. | | | | |
101. SCH* | Inline XBRL Taxonomy Extension Schema Document. | | | | |
101. CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | |
101. DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
101. LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | | |
101. PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | |
104* | Cover Page Interactive Data Filed (embedded within the Inline XBRL document). | | | | |
* Filed herewith.
** Form 8-K was originally filed by Gores Guggenheim, Inc., which became a subsidiary of Polestar in connection with the Business Combination.
*** Furnished herewith.
+ Indicates management contract or compensatory plan.
† Certain confidential information (indicated by brackets and asterisks) has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
## Certain schedules and similar attachments to the exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
August 15, 2024
| | | | | |
| |
POLESTAR AUTOMOTIVE HOLDING UK PLC |
| |
By: | /s/ Thomas Ingenlath |
Name: | Thomas Ingenlath |
Title: | Chief Executive Officer |
| | | | | |
| |
By: | /s/ Per Ansgar |
Name: | Per Ansgar |
Title: | Chief Financial Officer |