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United States securities and exchange commission logo
January 18, 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. 1 to
Registration Statement on Form F-4
Filed December 22,
2021
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
December 9, 2021 letter.
Amendment No. 1 to Form F-4
Cover Page
1. We note your response
to our prior comment 3. Please revise to disclose, if true, that your
subsidiaries conduct
operations in China.
2. Provide a description
on your cover page of how cash is transferred through your
organization and
disclose your intentions to distribute earnings or settle amounts owed
under your agreements.
State whether any transfers, dividends, or distributions have been
made to date between
the holding company, its subsidiaries, or to investors, and quantify
the amounts where
applicable. Provide cross-references to the condensed consolidating
schedule and the
consolidated financial statements.
Anna Rudensj
FirstName LastNameAnna Rudensj
Polestar Automotive Holding UK Ltd
Comapany
January 18,NamePolestar
2022 Automotive Holding UK Ltd
January
Page 2 18, 2022 Page 2
FirstName LastName
3. Please disclose that the combined company will be a controlled company
under Nasdaq
listing rules and identify the controlling shareholders and the
shareholders' total voting
power.
Summary of the Proxy Statement/Prospectus, page 41
4. We note your response to our prior comment 6. Please also describe the
consequences to
you and your investors if you or your subsidiaries (i) do not receive
or maintain such
permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals
are not required, or (iii) applicable laws, regulations, or
interpretations change and you are
required to obtain such permissions or approvals in the future.
5. Please describe the operations of Polestar Singapore. Also, you
disclose that Polestar was
established as a joint venture between Volvo Cars and Geely Holdings
in 2017. Please
update your disclosure to describe your status with Volvo and Geely
including whether
Volvo and Geely are your joint venture partners. Please disclose the
material terms of
your joint venture agreement with Volvo and Geely and file the
agreement as an exhibit to
your filing. Please clarify for us the joint venture percent ownership
interests in Polestar
and include such information in your organizational chart.
6. You disclose that Volvo Cars is expected to acquire the Luqiao plant
from Geely and
rename it Taizhou in the fourth quarter of 2021. Please update
your disclosure to
describe whether this acquisition has occurred.
Recommendation of the GGI Board and Reasons for the Business Combination, page
189
7. We note your response to our prior comment 12. Please revise here to
include a reference
to the discussion on the independent director exemption available to
controlled companies
on page 344.
Certain Financial Projections Provided to the GGI Board, page 199
8. We note your revisions in response to prior comment 13. In addition to
simply listing
factors and assumptions underlying the projections, please expand to
clarify how those
factors and assumptions directly relate to the forecasted financial
information.
Polestar's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Critical Accounting Policies and Estimates
Revenue Recognition, page 314
9. We note your response to comment 14; however, your response did not
address our
concerns in their entirety. As previously requested, please tell us
how you considered the
guidance outlined in IFRS 15.78 which requires all information that is
reasonably
available to the company to be considered in estimating stand-alone
selling price. Provide
us with your comprehensive analysis for estimating stand-alone selling
price related to the
Anna Rudensj
FirstName LastNameAnna Rudensj
Polestar Automotive Holding UK Ltd
Comapany
January 18,NamePolestar
2022 Automotive Holding UK Ltd
January
Page 3 18, 2022 Page 3
FirstName LastName
delivery of your vehicles and support for your belief that utilizing
either the adjusted
market assessment approach or the expected cost plus margin approach
would not provide
an appropriate estimate of the stand-alone selling price for a
vehicle. Your response
should include evidence which supports your statements that
"estimating a market price or
a margin for an electric vehicle like the PS1 and PS2 is challenging
because (1) the
technologies in the vehicles are relatively new and complex, (2) there
is a lack of direct
competitors that have reached the stage of commercializing their
electric vehicles and (3),
for the competitors that do commercialize, there is a wide variation
in market price. While
Polestar can reasonably determine the expected cost of its vehicles,
determining a margin
that would be appropriate is equally as challenging as determining a
market price for the
same reasons."
Polestar Automotive Holdings Limited
Notes to the Consolidated Financial Statements
Note 1. Significant accounting policies and judgements
Segment reporting, page F-66
10. In your response to prior comment 20, you stated that, as of the end
of the fiscal 2020,
more than 90% of your revenues were within Europe, mainly in Sweden,
Norway and the
Netherlands. Please revise to disclose the revenue by country, if
revenues from external
customers attributed to an individual foreign country are material.
Refer to IAS 8.33.
Please confirm to us in your next response that you will disclose
geographic information
about revenues derived from foreign countries or assets located in
foreign countries to the
extent they become material in future periods.
Revenue Recognition, page F-67
11. We note that your contracts with customers include provisions that can
give rise to
elements of variable consideration, such as volume related discounts,
cancellation rights,
and return rights. You also disclose that some of the transaction
price allocated to vehicle
sales are subject to certain variable constraints. Please disclose the
methods, inputs, and
assumptions used to estimate variable consideration for each revenue
contract category.
Refer to IFRS 15.126.
12. We note your response to comment 27 but were unable to find the
disclosures required by
IFRS 15.120(b) on page F-69. Please revise your footnote accordingly.
13. We refer to your revenue recognition policy for the sales of software
and performance
engineered kits on page F-68. You disclose the related sales-based
royalties from Volvo
Cars are recognized as revenues in the period in which the sales that
trigger the royalties
occur. In this regard, please confirm, if true, that your sales-based
royalties have met the
requirements outlined in paragraph B63 of IFRS 15 in order to be
recognized, and revise
your disclosures accordingly.
Anna Rudensj
Polestar Automotive Holding UK Ltd
January 18, 2022
Page 4
Polestar Automotive Holding Limited
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2 - Revenue, page F-115
14. We note under the table for contract liabilities on page F-116 your
disclosures related to
the Group's policies on buy-backs, call options and put options which
refer to the revenue
recognition section in Note 1 of the consolidated financial statements
as of and for the
year ended December 31, 2020. We were unable to find the related
disclosures. Please
advise or revise your notes accordingly.
General
15. Please tell us whether GGI or Polestar is required to obtain any
permissions or approvals
from Chinese authorities to consummate the Business Combination, list
its securities on a
U.S. stock exchange or issue securities to non-Chinese investors, or
for the post-closing
combined company to operate its business.
16. Please tell us the revenues that Polestar currently generates from
China and Hong Kong.
17. Please tell us whether any accounting work papers will be located in
the PRC or
Hong Kong and, accordingly, would be subject to PRC rules and
regulations that could
limit the
ability to inspect such work papers.
18. Please summarize and confirm the extent to which the business
operations of the post-
closing combined company will be conducted in the PRC or Hong Kong
following the
Business Combination.
You may contact Eiko Yaoita Pyles at (202)-551-3587 or Jean Yu at
(202)-551-3305 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at (202)-551-4985 or Sherry Haywood at (202)-551-3345
with any other
questions.
FirstName LastNameAnna Rudensj Sincerely,
Comapany NamePolestar Automotive Holding UK Ltd
Division of
Corporation Finance
January 18, 2022 Page 4 Office of
Manufacturing
FirstName LastName