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United States securities and exchange commission logo
March 23, 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. 3 to
Registration Statement on Form F-4
Filed March 7, 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
February 25, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-4
Index of Financial Statements
Audited Financial Statements of Polestar Automotive Holding UK Limited,
page F-1
1. We note audited
financial statements of the registrant, Polestar Automotive Holding UK
Limited have been
omitted. Please provide audited financial statements of the registrant or
explain to us why you
believe you are not required to do so.
Gores Guggenheim, Inc.
Audited Financial Statements For the year ended December 31, 2021
Report of Independent Registered Public Accounting Firm, page F-3
Anna Rudensj
Polestar Automotive Holding UK Ltd
March 23, 2022
Page 2
2. We note that you include two sets of audited financial statements for
Gores Guggenheim,
Inc. both of which include the balance sheet as of December 31, 2020
and the related
statements of operations, changes in stockholder s equity, and cash
flows for the period
from December 21, 2020 (inception) through December 31, 2020. Your
current
presentation is confusing. Please revise to include the set of audited
financial statements
as of December 31, 2021 and 2020 and for the year ended December 31,
2021 and for the
period from December 21, 2020 (inception) through December 31, 2020
and respective
auditor reports as filed in the Form 10-K/A filed on March 4, 2022.
Item 21. Exhibits and Financial Statement Schedules, page II-1
3. We note your disclosure in the exhibit index key that "certain
confidential portions" have
been omitted from various exhibits. To the extent you intend to redact
information from
any exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K, please
revise the
applicable 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.
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 23, 2022 Page 2 Office of
Manufacturing
FirstName LastName