United States securities and exchange commission logo
May 20, 2022
Anna Rudensj
General Counsel
Polestar Automotive Holding UK Ltd
Assar Gabrielssons V g 9
405 31 G teborg, Sweden
Re: Polestar Automotive
Holding UK Ltd
Amendment No. 7 to
Registration Statement on Form F-4
Filed May 19, 2022
File No. 333-260992
Dear Ms. Rudensj :
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
17, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-4
Revenue, Gross Profit and Operating Expenditure Trends as Compared to
the Financial
Projections, page 209
1. We note the Polestar
financial projections provided to the GGI Board was revised to
reflect the changes in
trends affecting its business. To the extent you quantified the revised
amounts in your
disclosure, please tell us how you considered the requirements of Item
10b of Regulation S-K.
Additionally, please revise MD&A to include a discussion of the
changes in trends and
uncertainties such as those included in this section related to
the reduction in
projected global volume that is affecting Polestar's business.
Anna Rudensj
Polestar Automotive Holding UK Ltd
May 20, 2022
Page 2
Polestar's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 315
2. Your disclosure on page 87 states that Polestar relies on
single-source suppliers in China
for critical components for Polestar vehicles, and prolonged
government mandated
quarantines and lockdowns in China during the first half of 2022 due
to further outbreaks
of COVID-19 has resulted in delays in the production and delivery of
such critical
components and delayed production of Polestar vehicles. Please revise
to disclose this
information along with discussion and analysis of known trends and
uncertainties in the
overview section of the MD&A.
You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Jean Yu,
Assistant Chief Accountant, at (202) 551-3305 if you have questions regarding
comments on the
financial statements and related matters. Please contact Bradley Ecker, Staff
Attorney, at (202)
551-4985 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other
questions.
FirstName LastNameAnna Rudensj Sincerely,
Comapany NamePolestar Automotive Holding UK Ltd
Division of
Corporation Finance
May 20, 2022 Page 2 Office of
Manufacturing
FirstName LastName