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United States securities and exchange commission logo
March 30, 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. 4 to
Registration Statement on Form F-4
Filed March 28,
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
23, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-4
Index of Financial Statements
Audited Financial Statements of Polestar Automotive Holding UK Limited,
page F-1, page F-1
1. We note your response
to prior comment 1; however, a foreign private issuer that has been
in existence less than
a year must include an audited balance sheet that is no more than
nine months old, or if
the it has commenced operations, audited statements of
comprehensive income,
stockholders equity and cash flows for the period from the date
of inception to the
date of the audited balance sheet also are required. This requirement is
irrespective of the
materiality or the financial statement requirements of the predecessor.
Please revise to
include the audited financial statements of the registrant, Polestar
Automotive Holding UK
Limited.
Anna Rudensj
Polestar Automotive Holding UK Ltd
March 30, 2022
Page 2
Item 21. Exhibits and Financial Statement Schedules, page II-2
2. We note that your exhibit list indicates that confidential information
has been omitted
from Exhibits 10.83 and 10.84. It appears that these exhibits have
been filed in full
without redactions. If true, please delete the notations to Exhibits
10.83 and 10.84 or
advise.
General
3. We note that the proxy statement/prospectus is missing information
such as the GGI and
Polestar record dates, the GGI special stockholders and warrant
holders meeting dates,
number of GGI and Polestar securities outstanding on the record date,
and the warrant,
and share market prices on page 24. Please include this information,
and any other
missing information, in a pre-effective amendment.
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
March 30, 2022 Page 2 Office of
Manufacturing
FirstName LastName