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United States securities and exchange commission logo
May 5, 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. 5 to
Registration Statement on Form F-4
Filed April 21,
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 March
30, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-4
Polestar's Management's Discussion and Analysis of Financial Condition
and Results of
Operations
Internal control over financial reporting, page 329
1. We note that additional
material weaknesses were identified in fiscal 2021 related to
revenue and intangible
assets, which resulted in material adjustments. Please tell us
whether any of these
adjustments were related to periods prior to fiscal 2021 and how you
considered the
requirements under IAS 8, if material.
Unaudited Pro Forma Condensed Combined Statement of Financial Position
as of December 31,
2021, page 339
Anna Rudensj
Polestar Automotive Holding UK Ltd
May 5, 2022
Page 2
2. We note that you separately present the amount associated with the
Earn Out Shares in
Retained Earnings instead of reflecting in Accumulated
Deficit." Please revise to
present this amount as part of the Accumulated Deficit," or explain
why you believe your
current presentation is appropriate.
Audited Financial Statements of Polestar Automotive Holding Limited
Revenue recognition, page F-42
3. Reference is made to your disclosures relating to residual value
guarantees (RVG) on page
F-43. Please explain in greater detail the nature and terms
surrounding the RVG in your
contracts and how such transactions with certain dealers that include
RVG are recorded
within your financial statements. Tell us to whom Polestar pays cash
for the difference
between the determined residual value and the contracted residual
value and how often
you evaluate the determined residual value. As part of your response,
please provide the
authoritative guidance you relied upon in determining your accounting
treatment.
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 5, 2022 Page 2 Office of
Manufacturing
FirstName LastName