View:
United States securities and exchange commission logo
February 25, 2022
Anna Rudensj
General Counsel
Polestar Automotive Holding UK Ltd
Assar Gabrielssons V g 9
405 31 G teborg, Sweden
Polestar Automotive Holding UK Ltd
Re: Polestar Automotive
Holding UK Ltd
Amendment No. 2 to
Registration Statement on Form F-4
Filed February 1,
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
January 18, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-4
Q: What interests do the GGI Sponsor and GGI's current officers and
directors have in the
Business Combination?, page 29
1. Please revise to
quantify the amount of out-of-pocket expenses and other reimbursements
incurred by your GGI
executive officers, directors, and their respective affiliates as of a
recent practicable date
and provide similar disclosure in the Summary on page 59.
Material U.S. Federal Income Tax Considerations, page 241
2. We note your disclosure
that you intend that the merger will be treated as a reorganization
Anna Rudensj
Polestar Automotive Holding UK Ltd
February 25, 2022
Page 2
for U.S. federal income tax purposes within the meaning of Section
368(a) of the Code.
Please revise your disclosure here to clearly state counsel's tax
opinion on whether the
merger will qualify as a reorganization. Also, state in your
disclosure here that the tax
discussion is the opinion of tax counsel Weil, Gotshal & Manges LLP or
tell us whether
you will be providing a separate long form tax opinion. Please refer
to Section III.A.2 of
Staff Legal Bulletin 19. Please make similar changes throughout your
prospectus,
including in the Summary.
Item 21. Exhibits and Financial Statement Schedules, page II-1
3. We note your disclosure in the headings of certain exhibits. If you
intend to redact
information pursuant to Item 601(b)(2)(ii) or Item 601(b)(10)(iv) of
Regulation S-K,
please revise to mark each applicable exhibit to indicate, if true,
that portions of the
exhibit have been omitted, and include a footnote to state that
certain information has been
excluded from relevant exhibits because it is both not material and
the type of information
that the registrant treats as private or confidential. Please also
include a similar statement
at the top of the first page of each redacted exhibit. Refer to Item
601(b)(2)(ii) and Item
601(b)(10)(iv) of Regulation S-K.
General
4. 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,
the per unit,
warrant, and share market prices on pages 22, the director disclosure
on pages 22 and 347,
and the ownership information on page 363. Please include this
information, and any other
missing information, in a pre-effective amendment.
5. Please remove the Filing Fee Table from the cover page and file it as
an exhibit to this
registration statement. Refer to Item 601(b)(107) of Regulation S-K.
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
February 25, 2022 Page 2 Office of
Manufacturing
FirstName LastName