View:
United States securities and exchange commission logo
August 8, 2022
Anna Rudensj
General Counsel
Polestar Automotive Holding UK PLC
Assar Gabrielssons V g 9
405 31 G teborg, Sweden
Re: Polestar Automotive
Holding UK PLC
Registration
Statement on Form F-1
Filed July 12, 2022
File No. 333-266101
Dear Ms. Rudensj :
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form F-1
Cover Page
1. We note the significant
number of redemptions of your securities in connection with your
business combination
and that the securities being registered for resale will constitute a
considerable percentage
of your public float. We also note that a portion of the securities
being registered for
resale were purchased by the selling securityholders for prices
considerably below the
current market price of the security. Highlight the percentage of
Class A common stock
that elected to redeem in connection with your business
combination and the
significant negative impact sales of shares on this registration
statement could have on
the public trading price of the common stock.
Anna Rudensj
Polestar Automotive Holding UK PLC
August 8, 2022
Page 2
Operating and Financial Review and Prospects
Polestar Automotive Holding Limited - Overview, page 120
2. In light of the number of redemptions and the unlikelihood that the
company will receive
significant proceeds from exercises of the warrants because of the
disparity between the
exercise price of the warrants and the current trading price of the
Class A ADSs, expand
your discussion of capital resources to address any changes in the
company s liquidity
position since the business combination. If the company is likely to
have to seek
additional capital, discuss the effect of this offering on the company
s ability to raise
additional capital.
3. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of ADSs for resale and discuss
how such sales could
impact the market price of the company s securities. Your discussion
should highlight the
fact that Li Shufu, a beneficial owner of over 94% of your outstanding
shares, will be able
to sell all of his shares for so long as the registration statement of
which this prospectus
forms a part is available for use.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at
202-551-3754
with any questions.
FirstName LastNameAnna Rudensj Sincerely,
Comapany NamePolestar Automotive Holding UK PLC
Division of
Corporation Finance
August 8, 2022 Page 2 Office of
Manufacturing
FirstName LastName