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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.
DescriptionSchedule FormExhibitFiling Date
1.18-K**4.1, Exhibit AJune 27, 2022
2.1F-6EF(a)August 26, 2022
2.2F-4/A4.2May 23, 2022
2.38-K**4.1, Exhibit BJune 27, 2022
2.4F-4/A4.4May 23, 2022
2.58-K**4.1, Exhibit BJune 27, 2022
2.6F-4/A4.6May 23, 2022
2.7F-4/A4.9May 23, 2022
2.8F-4/A4.10May 23, 2022
2.9F-4/A4.11May 23, 2022
2.108-K**4.1June 27, 2022
2.1120-F2.11August 14, 2024



4.1##F-4/A2.1May 23, 2022
4.2##8-K**2.1December 17, 2021
4.3##8-K**2.1March 25, 2022
4.48-K**2.1April 21, 2022
4.5F-4/A10.1May 23, 2022
4.6F-4/A10.4May 23, 2022
4.7+F-4/A10.5May 23, 2022
4.8+S-899.1August 29, 2022
4.9+S-899.2August 29, 2022
4.10F-4/A10.8May 23, 2022



4.11†F-4/A10.9May 23, 2022
4.12†F-4/A10.10May 23, 2022
4.13F-4/A10.11May 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/A10.12May 23, 2022
4.15†F-4/A10.13May 23, 2022
4.16†F-4/A10.14May 23, 2022
4.17†F-4/A10.15May 23, 2022
4.18†F-4/A10.16May 23, 2022
4.19†F-4/A10.17May 23, 2022



4.20†F-4/A10.18May 23, 2022
4.21†F-4/A10.19May 23, 2022
4.22†F-4/A10.20May 23, 2022
4.23†F-4/A10.21May 23, 2022
4.24†F-4/A10.22May 23, 2022
4.25†F-4/A10.23May 23, 2022
4.26†F-4/A10.24May 23, 2022
4.27†F-4/A10.25May 23, 2022
4.28†F-4/A10.26May 23, 2022
4.29†F-4/A10.27May 23, 2022



4.30†F-4/A10.28May 23, 2022
4.31†F-4/A10.29May 23, 2022
4.32†F-4/A10.30May 23, 2022
4.33†F-4/A10.31May 23, 2022
4.34†F-4/A10.32May 23, 2022
4.35†F-4/A10.33May 23, 2022
4.36†F-4/A10.34May 23, 2022



4.37†F-4/A10.35May 23, 2022
4.38†F-4/A10.36May 23, 2022
4.39†F-4/A10.37May 23, 2022
4.40†F-4/A10.38May 23, 2022
4.41†F-4/A10.39May 23, 2022
4.42†F-4/A10.40May 23, 2022
4.43†F-4/A10.41May 23, 2022
4.44†F-4/A10.42May 23, 2022
4.45†F-4/A10.43May 23, 2022
4.46†F-4/A10.44May 23, 2022



4.47†F-4/A10.45May 23, 2022
4.48†F-4/A10.46May 23, 2022
4.49†F-4/A10.47May 23, 2022
4.50†F-4/A10.48May 23, 2022
4.51†F-4/A10.49May 23, 2022
4.52†F-4/A10.50May 23, 2022
4.53†F-4/A10.52May 23, 2022
4.54†F-4/A10.53May 23, 2022
4.55†F-4/A10.54May 23, 2022
4.56†F-4/A10.55May 23, 2022
4.57†F-4/A10.56May 23, 2022
4.58†F-4/A10.57May 23, 2022
4.59†F-4/A10.58May 23, 2022
4.60†F-4/A10.59May 23, 2022
4.61†F-4/A10.60May 23, 2022



4.62†F-4/A10.61May 23, 2022
4.63†F-4/A10.62May 23, 2022
4.64†F-4/A10.63May 23, 2022
4.65†F-4/A10.64May 23, 2022
4.66†F-4/A10.65May 23, 2022
4.67†F-4/A10.66May 23, 2022
4.68†F-4/A10.67May 23, 2022
4.69†F-4/A10.68May 23, 2022
4.70†F-4/A10.69May 23, 2022
4.71†F-4/A10.70May 23, 2022
4.72+†F-4/A10.71May 23, 2022
4.73+†F-4/A10.72May 23, 2022
4.74+†F-4/A10.73May 23, 2022



4.75F-4/A10.74December 17, 2021
4.76†F-4/A10.76May 23, 2022
4.77F-4/A10.77May 23, 2022
4.78F-4/A10.78May 23, 2022
4.79†F-4/A10.79May 23, 2022
4.80†F-4/A10.80May 23, 2022
4.81†F-4/A10.81May 23, 2022
4.82†F-4/A10.82May 23, 2022
4.838-K**10.2March 25, 2022



4.84†F-4/A10.85May 23, 2022
4.85†F-4/A10.86May 23, 2022
4.86†20-F4.91June 29, 2022
4.87†20-F4.92June 29, 2022
4.88†20-F4.93June 29, 2022
4.89†20-F4.94June 29, 2022
4.90†F-1/A10.91August 18, 2022
4.91†F-1/A10.92August 18, 2022
4.92†F-1/A10.95August 18, 2022
4.93†20-F4.93April 14, 2023
4.94†20-F4.94April 14, 2023
4.95†20-F4.95April 14, 2023
4.96†20-F4.96April 14, 2023
4.97†20-F4.97April 14, 2023



4.98†20-F4.98April 14, 2023
4.996-K10.1November 3, 2022
4.100†20-F4.100April 14, 2023
4.101†20-F4.101April 14, 2023
4.102†20-F4.102April 14, 2023
4.103†20-F4.103August 14, 2024
4.104†20-F4.104August 14, 2024
4.105†20-F4.105August 14, 2024
4.106†20-F4.106August 14, 2024
4.107†20-F4.107August 14, 2024
4.108†20-F4.108August 14, 2024
4.109†20-F4.109August 14, 2024



4.110†20-F4.110August 14, 2024
4.111†20-F4.111August 14, 2024
4.112†20-F4.112August 14, 2024
4.113†20-F4.113August 14, 2024
4.114†20-F4.114August 14, 2024
4.115†20-F4.115August 14, 2024
4.116†20-F4.116August 14, 2024
4.117†20-F4.117August 14, 2024
4.118†20-F4.118August 14, 2024
4.119*†
4.120*†
4.121*†
4.122*†



4.123*†
4.124*†
4.125*†
4.126*†
4.127†20-F4.127August 14, 2024
4.128†20-F4.128August 14, 2024
4.129†20-F4.129August 14, 2024
4.130†20-F4.131August 14, 2024
4.131†20-F4.131August 14, 2024
4.132*†
4.133*†
4.134*†
4.135*†
4.136*†
4.137†20-F4.137August 14, 2024



4.138†20-F4.138August 14, 2024
4.139†20-F4.139August 14, 2024
4.140†20-F4.14August 14, 2024
4.141*†
4.142†20-F4.142August 14, 2024
4.143*†
4.144†20-F4.143August 14, 2024
4.145†20-F4.144August 14, 2024
4.146†20-F4.146August 14, 2024
4.147†20-F4.147August 14, 2024
4.148†20-F4.148August 14, 2024
4.149†20-F4.149August 14, 2024
4.150†20-F4.150August 14, 2024
4.151†20-F4.151August 14, 2024



4.152†20-F4.152August 14, 2024
4.153†20-F4.153August 14, 2024
4.154†20-F4.154August 14, 2024
4.155†20-F4.155August 14, 2024
4.156*†
4.157*†
4.158*†
4.159*†
4.1606-K10.1November 8, 2023
4.1616-K10.2November 8, 2023
4.1626-K99.2June 20, 2023
4.1636-K99.3June 20, 2023
4.164†20-F4.164August 14, 2024
4.1656-K10.1February 28, 2024



4.166*†
4.167*†
4.168*†
4.169*†
4.170*†
4.171*†
4.172†20-F4.172August 14, 2024
4.173†20-F4.173August 14, 2024
8.120-F8.1August 14, 2024
12.120-F12.1August 14, 2024
12.220-F12.2August 14, 2024
13.120-F13.1August 14, 2024
13.220-F13.2August 14, 2024
15.120-F15.1August 14, 2024
97.120-F97.1August 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