Filed pursuant to Rule 424(b)(3)
Registration No. 333-266101
PROSPECTUS SUPPLEMENT NO. 9
(to the Prospectus dated September 22, 2022)
Polestar Automotive Holding UK PLC
UP TO 2,203,977,609 CLASS A ADSs,
UP TO 24,999,965 CLASS A ADSs ISSUABLE UPON
CONVERSION OF CLASS C ADSs AND
UP TO 9,000,000 CLASS C-2 ADSs
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 22, 2022 (the “Prospectus”), which forms a part of a registration statement on Form F-1 (Registration No. 333-266101), related to the offer and sale from time to time by the selling securityholders named in the Prospectus of up to (a) 2,228,977,574 Class A ADSs and (b) 9,000,000 Class C-2 ADSs. Specifically, this prospectus supplement is being filed to update and supplement the information included in the Prospectus with the information contained in our Report on Form 6-K submitted to the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2023.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This prospectus supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements and amendments thereto.
We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements carefully before you make your investment decision.
Our Class A ADSs and Class C-1 ADSs are listed on the Nasdaq Stock Market LLC (“Nasdaq”), under the trading symbols “PSNY” and “PSNYW,” respectively. On March 1, 2023, the closing price for our Class A ADSs on Nasdaq was $5.05. On March 1, 2023, the closing price for our Class C-1 ADSs on Nasdaq was $0.95.
Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading “Risk Factors” beginning on page 14 of the Prospectus before you make an investment in the securities.
Neither the SEC nor any state or foreign securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus supplement is dated March 2, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number: 001-41431
Polestar Automotive Holding UK PLC
Assar Gabrielssons Väg 9
405 31 Göteborg, Sweden
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On March 2, 2023, Polestar Automotive Holding UK PLC (“Polestar”) announced its preliminary estimated unaudited operational and financial results for the year and quarter ended December 31, 2022. These unaudited preliminary estimates are based on Polestar management’s current best estimates and are subject to risks, uncertainties and potential adjustments that may be identified in connection with Polestar’s year-end audit. Polestar’s independent registered public accounting firm, Deloitte AB (“Deloitte”), has not completed its audit, review or other procedures with respect to any of the preliminary estimated unaudited information published by Polestar in connection with this announcement. Accordingly, Deloitte does not express an opinion or any other form of assurance with respect thereto. Polestar’s audited financial statements for the year ended December 31, 2022 will be included in the Annual Report on Form 20-F to be filed with SEC by the end of April 2023 (the “20-F”) and the preliminary estimated unaudited information should not be considered a substitute to the 20-F that Polestar will be filing. You are hereby advised not to place undue reliance on the unaudited preliminary estimates announced on March 2, 2023 by Polestar. A copy of the press release is attached hereto as Exhibit 99.1, and a copy of the investor update presentation that was posted on the investor relations website of Polestar in connection with the announcement is attached hereto as Exhibit 99.2, and the foregoing is qualified in its entirety by reference thereto.
Exhibits 99.1 and 99.2 to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
2
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release of Polestar Automotive Holding UK PLC, dated March 2, 2023, titled “Polestar releases fourth quarter and full year 2022 financial results.” | |
| 99.2 | Investor Update, dated March 2, 2023. | |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 2, 2023 | POLESTAR AUTOMOTIVE HOLDING UK PLC | |||||
| By: | /s/ Thomas Ingenlath | |||||
| Name: | Thomas Ingenlath | |||||
| Title: | Chief Executive Officer | |||||
| By: | /s/ Johan Malmqvist | |||||
| Name: | Johan Malmqvist | |||||
| Title: | Chief Financial Officer | |||||
4
Exhibit 99.1
Polestar releases fourth quarter and full year 2022 financial results
| • | Total revenue of USD 2.5 billion in 2022, an increase of 84% year on year |
| • | 51,491 cars delivered in 2022, compared to 28,677 in 2021, an increase of 80% |
| • | Cash and cash equivalents of USD 974 million as of December 31, 2022 |
GOTHENBURG, SWEDEN – 2 March 2023. Polestar Automotive Holding UK PLC (“Polestar” or the “Company,” Nasdaq: PSNY), the Swedish electric performance car brand, reports its preliminary unaudited financial and operational results for the year ended December 31, 2022.
Thomas Ingenlath, Polestar CEO, comments: “We left 2022 having exceeded our 50,000 delivery target, grown revenue over 80 percent and with strengthened liquidity. We are focused on business execution and have had a busy start to this year with a major update to Polestar 2, excellent reception for Polestar 3, and welcomed additional sustainability partners for our ambitious Polestar 0 project. Our business will continue to gain momentum through the year as we start producing Polestar 3—and with Polestar 4 in the starting blocks.”
Key financial highlights
The below table summarises key financial results for the year ended December 31, 2022.
| (in millions of U.S. dollars) (unaudited) |
Dec 31, 2022 |
Dec 31, 2021 |
% Change |
|||||||||
| Revenue |
2,461.9 | 1,337.2 | 84 | |||||||||
| Cost of sales |
(2,342.5 | ) | (1,336.3 | ) | 75 | |||||||
| Gross profit |
119.4 | 0.9 | n/m | |||||||||
| Gross margin (%) |
4.9 | 0.1 | n/m | |||||||||
| Selling, general and administrative expenses |
(864.6 | ) | (714.7 | ) | 21 | |||||||
| Research and development expenses |
(171.0 | ) | (232.9 | ) | (27 | ) | ||||||
| Other operating expenses and income, net |
2.2 | (48.1 | ) | (105 | ) | |||||||
| Listing expense(1) |
(372.3 | ) | — | 100 | ||||||||
| Operating loss |
(1,286.3 | ) | (994.8 | ) | 29 | |||||||
| Adjusted operating loss(2) |
(914.0 | ) | (994.8 | ) | (8 | ) | ||||||
| (1) | The listing expense represents a non-recurring, non-cash, share-based listing charge, incurred in connection with the business combination with Gores Guggenheim, Inc (GGI). on June 23, 2022. |
| (2) | Non-GAAP measure. See Appendix B for details and a reconciliation of adjusted metrics to the nearest GAAP measure. |
| • | Revenue increased USD 1,124.7 million, or 84%, mainly driven by higher Polestar 2 vehicle sales with continued commercial expansion across markets. |
| • | Gross profit increased USD 118.5 million, as the result of higher Polestar 2 sales and lower fixed manufacturing costs. This growth was partially offset by foreign exchange rates which led to higher cost of sales, and product and market mix. |
| • | Selling, general and administrative expenses increased USD 149.9 million, or 21%. This increase primarily reflects Polestar’s international business expansion partially offset by active cost management. |
| • | Research and development expenses decreased USD 62.0 million, or 27% due to the absence of Polestar 1 amortisation. This decrease was partially offset by continued investments in future vehicles and technologies. |
| • | Operating loss increased USD 291.5 million, or 29%, impacted by a Q2 2022 one-time share-based listing charge of USD 372.3 million. |
| • | Adjusted operating loss decreased USD 80.8 million, or 8%, benefiting from higher gross profit and active cost management. |
The below table summarises key financial results for the quarter ended December 31, 2022.
| (in millions of U.S. dollars) (unaudited) |
Dec 31, 2022 |
Dec 31, 2021 |
% Change |
|||||||||
| Revenue |
985.2 | 589.5 | 67 | |||||||||
| Cost of sales |
(923.2 | ) | (589.7 | ) | 57 | |||||||
| Gross profit |
61.9 | (0.2 | ) | n/m | ||||||||
| Gross margin (%) |
6.3 | -0.0 | n/m | |||||||||
| Selling, general and administrative expenses |
(239.2 | ) | (236.6 | ) | 1 | |||||||
| Research and development expenses |
(47.6 | ) | (75.5 | ) | (37 | ) | ||||||
| Other operating expenses and income, net |
20.1 | (25.0 | ) | (181 | ) | |||||||
| Operating loss |
(204.7 | ) | (337.3 | ) | (39 | ) | ||||||
Variances for Q4 2022 versus Q4 2021 largely followed the trends outlined for 2022 versus 2021, with the following notable exceptions:
| • | Selling, general and administrative expenses were kept flat due to active cost management. |
| • | Operating loss decreased USD 132.6 million, or 39%, benefiting from higher gross profit and active cost management. |
Cash flow highlights
The below table summarises cash flow for the year ended December 31, 2022.
| (in millions of U.S. dollars) (unaudited) |
||||
| Dec 31, 2021 |
756.7 | |||
| Operating |
(1,088.3 | ) | ||
| Investing |
(716.0 | ) | ||
| Financing |
2,087.7 | |||
| Foreign exchange effect on cash and cash equivalents |
(66.2 | ) | ||
| Dec 31, 2022 |
973.9 | |||
| • | Operating cash outflow of USD 1,088.3 million, mainly driven by operating loss, working capital increase in inventories and trade receivables as a result of higher production and sales, and interest expenses due to increased financial debt during 2022. |
| • | Investing cash outflow of USD 716.0 million, predominantly driven by intellectual property investments for Polestar 2, Polestar 3 and Polestar 4. |
| • | Financing cash inflow mainly comprised of equity proceeds of USD 1,418.0 million from the merger with GGI in June 2022 and a net increase in short-term borrowings of USD 723.5 million to support the continued growth of the company. |
Key operational highlights
The below table summarises key preliminary operational results as of and for the year ended December 31, 2022.
| (unaudited) | Dec 31, 2022 |
Dec 31, 2021 |
% Change |
|||||||||
| Global volumes (1) |
51,491 | 28,677 | 80 | |||||||||
| — including external vehicles with repurchase obligations |
1,296 | 2,836 | ||||||||||
| — including internal vehicles |
1,664 | 2,081 | ||||||||||
| Dec 31, 2022 |
Dec 31, 2021 |
Change | ||||||||||
| Markets (2) |
27 | 19 | +8 | |||||||||
| Locations (3) |
158 | 103 | +55 | |||||||||
| Service points (4) |
1,116 | 811 | +305 | |||||||||
| (1) | Represents total volumes of new vehicles delivered, including external sales with recognition of revenue at time of delivery, external sales with repurchase commitments and internal sales of vehicles transferred for demonstration and commercial purposes as well as vehicles transferred to Polestar employees at time of registration. Transferred vehicles for demonstration and commercial purposes are owned by Polestar and included in Inventory. |
| (2) | Represents the markets in which Polestar operates. |
| (3) | Represents Polestar retail and handover locations, including Polestar Spaces, Polestar Destinations and Polestar Test Drive Centers. |
| (4) | Represents Volvo Cars service centres which provide customers access to service points worldwide in support of Polestar’s international expansion. |
| • | Global volumes increased 22,814 to 51,491 cars in 2022, an increase of 80% year on year. |
| • | Polestar has added eight new markets since the start of 2022: United Arab Emirates, Kuwait, Hong Kong, Ireland, Israel, Italy, Spain and Portugal. |
| • | Polestar has 158 retail locations and 1,116 service points across its markets, up 55 and 305 respectively, since the end of 2021. |
2023 outlook
| • | As previously announced, Polestar anticipates global volumes to increase by nearly 60% to approximately 80,000 cars, predominantly driven by Polestar 2 sales. |
| • | For the year as a whole, the Company expects gross margin to be broadly in line with 2022, with volume and product mix supporting margin progression later in the year. |
| • | While liquidity has strengthened, including a cash balance of approximately USD 1 billion as of December 31, 2022, the Company continues to explore potential equity or debt offerings to raise additional capital to fund operations and business growth. |
Recent developments – design, innovation, sustainability
| • | In early January, Polestar announced that its vehicles will benefit from the latest enhancements and developments by Google. Developments include Google’s new HD map that will debut in Polestar 3, and the roll-out of remote actions for Polestar 2. The company also showcased Polestar 3 for the first time in the US at CES 2023 in Las Vegas, together with Smart Eye, supplier of premium driver monitoring technology which is included as standard. |
| • | In late January, Polestar announced a major update to Polestar 2. The 2024 model year will feature a new high-tech front end that reflects the design language premiered by Polestar 3, substantial performance increases with all-new electric motors, even more powerful batteries, longer range, sustainability improvements and, for the first time in a Polestar, rear-wheel drive. |
| • | In February, Polestar signed up eight additional sustainability partners to the ambitious Polestar 0 project – to create a truly climate-neutral car by 2030 – bringing the total to 24, as well as initiated a collaboration with Rivian on the Pathway Report in response to the climate crisis. The Company also announced Polestar 3 with Luminar LiDAR is available to order, and an expanded partnership with Luminar to work on the integration of LiDAR in Polestar 5. |
Upcoming reporting and other events
| • | Polestar’s Annual Report on Form 20-F is expected to be filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2023. |
| • | Polestar’s 2022 Sustainability Report is expected to be published in April 2023. |
| • | Polestar expects to post its unaudited financial results for the quarter ended March 31, 2023 on Thursday, May 11, 2023, before market opening in the USA. |
Polestar management will hold a live audio webcast today, March 2, 2023 at 08:00 ET (14:00 CET) to discuss the Company’s results and outlook. The live webcast will be available at https://edge.media-server.com/mmc/p/gp4rk9mk.
Following the completion of the call, a replay will be available shortly at https://investors.polestar.com/.
Ends.
Contacts
Bojana Flint
Investor Relations
bojana.flint@polestar.com
Tanya Ridd
Global Head of Communications & PR
tanya.ridd@polestar.com
Statement Regarding Preliminary Unaudited Financial and Operational Results
The unaudited financial and operational information published in this press release is preliminary and subject to potential adjustments. Potential adjustments to operational and consolidated financial information may be identified from work performed during Polestar’s year-end audit. This could result in differences from the unaudited operational and financial information published herein. For the avoidance of doubt, the preliminary unaudited operational and financial information published in this press release should not be considered a substitute for the financial information to be filed with the SEC in Polestar’s Annual Report on Form 20-F for the year ended December 31, 2022.
About Polestar
Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand determined to improve society by using design and technology to accelerate the shift to sustainable mobility. Headquartered in Gothenburg, Sweden, its cars are available online in 27 markets globally across North America, Europe and Asia Pacific. The company plans to create a truly climate-neutral production car, without offsetting, by 2030.
Polestar 2 launched in 2019 as the electric performance fastback with avant-garde Scandinavian design and up to 350 kW. Polestar 3 launched in late 2022 as the SUV for the electric age – a large high-performance SUV that delivers sports car dynamics with a low stance and spacious interior. Polestar plans to release three more electric performance vehicles through to 2026.
Forward-Looking Statements
Certain statements in this press release (“Press Release”) may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of Polestar. Guidance on revenue, volumes, gross margin and other financial or operating metrics, such as the ones included in the 2023 outlook described in this press release, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “forecast”, “outlook,” “guidance”, “plan”, “seek”, “future”, “propose” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Polestar and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) Polestar’s ability to maintain agreements or partnerships with its strategic partners, Volvo Cars and Geely, and to develop new agreements or partnerships; (2) Polestar’s ability to maintain relationships with its existing suppliers, and source new suppliers for its critical components, and to complete building out its supply chain, while effectively managing the risks due to such relationships; (3) Polestar’s reliance on its partnerships with vehicle charging networks to provide charging solutions for its vehicles and its reliance on strategic partners for servicing its vehicles and their integrated software; (4) Polestar’s reliance on its partners to manufacture vehicles at a high volume,
some of which have limited experience in producing electric vehicles, and on the allocation of sufficient production capacity to Polestar by its partners in order for Polestar to be able to increase its vehicle production capacities; (5) competition, the ability of Polestar to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) Polestar’s estimates of expenses and profitability; (7) increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors; (8) the possibility that Polestar may be adversely affected by other economic, business, and/or competitive factors; (9) the effects of competition and the high barriers to entry in the automotive industry, and the pace and depth of electric vehicle adoption generally on Polestar’s future business; (10) changes in regulatory requirements, governmental incentives and fuel and energy prices; (11) the outcome of any legal proceedings that may be instituted against Polestar or others; (12) the ability to meet stock exchange listing standards; (13) risks associated with changes in applicable laws or regulations and with Polestar’s international operations; (14) Polestar’s ability to establish its brand and capture additional market share, and the risks associated with negative press or reputational harm, including from lithium-ion battery cells catching fire or venting smoke; (15) delays in the design, manufacture, launch and financing of Polestar’s vehicles and Polestar’s reliance on a limited number of vehicle models to generate revenues; (16) Polestar’s ability to continuously and rapidly innovate, develop and market new products; (17) risks related to future market adoption of Polestar’s offerings; (18) risks related to Polestar’s distribution model; (19) the impact of the global COVID-19 pandemic, inflation, interest rate changes, the ongoing conflict between Ukraine and Russia, supply chain disruptions and logistical constraints on Polestar, Polestar’s projected results of operations, financial performance or other financial and operational metrics, or on any of the foregoing risks; and (20) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Polestar’s Form 20-F, and other documents filed, or to be filed, with the SEC by Polestar. There may be additional risks that Polestar presently does not know or that Polestar currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Nothing in this Press Release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Polestar assumes no obligation to update these forward-looking statements, even if new information becomes available in the future.
Appendix A
Polestar Automotive Holding UK PLC
Preliminary Unaudited Condensed Consolidated Statement of Loss
(in thousands of U.S. dollars unless otherwise stated)
| For the three months ended December 31, |
For the year ended December 31, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue |
985,151 | 589,507 | 2,461,897 | 1,337,181 | ||||||||||||
| Cost of sales |
(923,183 | ) | (589,707 | ) | (2,342,454 | ) | (1,336,321 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit (loss) |
61,968 | (200 | ) | 119,443 | 860 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Selling, general, and administrative expense |
(239,174 | ) | (236,580 | ) | (864,598 | ) | (714,724 | ) | ||||||||
| Research and development expense |
(47,634 | ) | (75,522 | ) | (170,987 | ) | (232,922 | ) | ||||||||
| Other operating income (expense), net |
20,143 | (24,993 | ) | 2,182 | (48,053 | ) | ||||||||||
| Listing expense |
— | — | (372,318 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating loss |
(204,697 | ) | (337,295 | ) | (1,286,278 | ) | (994,839 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Finance income |
7,066 | 8,169 | 8,551 | 32,970 | ||||||||||||
| Finance expense |
3,531 | (16,738 | ) | (108,435 | ) | (45,249 | ) | |||||||||
| Fair value change – Earn-out rights |
(63,600 | ) | — | 902,068 | — | |||||||||||
| Fair value change - Class C Shares |
(500 | ) | — | 35,090 | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss before income taxes |
(258,200 | ) | (345,864 | ) | (449,005 | ) | (1,007,118 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income tax expense |
(4,240 | ) | 9,078 | (16,783 | ) | (336 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss |
(262,440 | ) | (336,786 | ) | (465,789 | ) | (1,007,454 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Polestar Automotive Holding UK PLC
Preliminary Unaudited Condensed Consolidated Statement of Financial Position
(in thousands of U.S. dollars unless otherwise stated)
| December 31, 2022 |
December 31, 2021 |
|||||||
| Assets |
||||||||
| Non-current assets |
||||||||
| Intangible assets and goodwill |
1,391,828 | 1,368,356 | ||||||
| Property, plant and equipment |
262,593 | 208,193 | ||||||
| Vehicles held under operating lease |
92,198 | 120,626 | ||||||
| Other non-current assets |
15,395 | 5,532 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
1,762,014 | 1,702,707 | ||||||
|
|
|
|
|
|||||
| Current assets |
||||||||
| Cash and cash equivalents |
973,877 | 756,677 | ||||||
| Marketable securities |
— | 1,258 | ||||||
| Trade receivables external and trade receivables and accrued income – related parties |
370,164 | 177,544 | ||||||
| Inventories |
657,882 | 545,743 | ||||||
| Other current assets |
178,516 | 125,764 | ||||||
|
|
|
|
|
|||||
| Total current assets |
2,180,439 | 1,606,986 | ||||||
|
|
|
|
|
|||||
| Total assets |
3,942,453 | 3,309,693 | ||||||
|
|
|
|
|
|||||
| Equity |
||||||||
| Share capital |
(21,156 | ) | (1,865,909 | ) | ||||
| Other contributed capital |
(3,582,589 | ) | (35,231 | ) | ||||
| Accumulated deficit & Foreign currency translation reserve |
3,737,089 | 1,778,644 | ||||||
|
|
|
|
|
|||||
| Total equity |
133,344 | (122,496 | ) | |||||
|
|
|
|
|
|||||
| Liabilities |
||||||||
| Non-current liabilities |
||||||||
| Other non-current provisions and liabilities |
(139,428 | ) | (79,906 | ) | ||||
| Earn-out liability |
(598,570 | ) | — | |||||
| Other non-current interest-bearing liabilities |
(85,556 | ) | (66,575 | ) | ||||
|
|
|
|
|
|||||
| Total non-current liabilities |
(823,554 | ) | (146,481 | ) | ||||
|
|
|
|
|
|||||
| Current liabilities |
||||||||
| Trade payables external and trade payables and accrued expenses - related parties |
(1,184,142 | ) | (1,857,730 | ) | ||||
| Advance payments from customers |
(40,868 | ) | (36,415 | ) | ||||
| Liabilities to credit institutions |
(1,328,752 | ) | (642,338 | ) | ||||
| Interest-bearing current liabilities |
(38,235 | ) | (24,072 | ) | ||||
| Class C Shares liability |
(28,000 | ) | — | |||||
| Other current provisions and liabilities |
(632,246 | ) | (480,161 | ) | ||||
| Total current liabilities |
(3,252,243 | ) | (3,040,716 | ) | ||||
|
|
|
|
|
|||||
| Total liabilities |
(4,075,797 | ) | (3,187,197 | ) | ||||
|
|
|
|
|
|||||
| Total equity and liabilities |
(3,942,453 | ) | (3,309,693 | ) | ||||
|
|
|
|
|
|||||
Polestar Automotive Holding UK PLC
Preliminary Unaudited Condensed Consolidated Statement of Cash Flows
(in thousands of U.S. dollars unless otherwise stated)
| For the year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities |
||||||||
| Net loss |
(465,789 | ) | (1,007,454 | ) | ||||
| Adjustments to reconcile Net loss to net cash flows |
||||||||
| Depreciation and amortization |
185,057 | 239,164 | ||||||
| Finance income and expense |
99,884 | 12,280 | ||||||
| Listing expense |
372,318 | — | ||||||
| Income tax expense |
16,783 | 336 | ||||||
| Other non-cash expense and income |
(839,595 | ) | 106,658 | |||||
| Change in operating assets and liabilities |
(378,526 | ) | 357,505 | |||||
| Interest net paid & tax paid |
(78,481 | ) | (20,645 | ) | ||||
|
|
|
|
|
|||||
| Cash used for operating activities |
(1,088,349 | ) | (312,156 | ) | ||||
|
|
|
|
|
|||||
| Cash flows from investing activities |
||||||||
| Additions to property, plant and equipment |
(32,269 | ) | (24,701 | ) | ||||
| Additions to intangible assets |
(681,204 | ) | (104,971 | ) | ||||
| Other |
(2,500 | ) | — | |||||
|
|
|
|
|
|||||
| Cash used for investing activities |
(715,973 | ) | (129,672 | ) | ||||
|
|
|
|
|
|||||
| Cash flows from financing activities |
||||||||
| Change in restricted cash |
— | 48,830 | ||||||
| Proceeds from short-term borrowings |
2,146,396 | 698,882 | ||||||
| Principal repayments of short-term borrowings |
(1,422,862 | ) | (411,950 | ) | ||||
| Principal repayments of lease liabilities |
(14,905 | ) | (8,578 | ) | ||||
| Proceeds from the issuance of share capital and other contributed capital |
1,417,973 | 582,388 | ||||||
| Transaction costs |
(38,903 | ) | — | |||||
|
|
|
|
|
|||||
| Cash provided by financing activities |
2,087,699 | 909,572 | ||||||
|
|
|
|
|
|||||
| Effect of foreign exchange rate changes on cash and cash equivalents |
(66,177 | ) | (27,491 | ) | ||||
|
|
|
|
|
|||||
| Net increase in cash and cash equivalents |
217,200 | 440,253 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents at beginning of period |
756,677 | 316,424 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents at end of period |
973,877 | 756,677 | ||||||
|
|
|
|
|
|||||
Appendix B
Polestar Automotive Holding UK PLC
Non-GAAP Financial Measures
Polestar uses both generally accepted accounting principles (“GAAP,” i.e., IFRS) and non-GAAP (i.e., non-IFRS) financial measures to evaluate operating performance, for internal comparisons to historical performance, and for financial decision-making purposes. Polestar believes non-GAAP financial measures are helpful to investors as they provide useful perspective on underlying business trends and assist in period on period comparisons.
These non-GAAP measures are presented for supplemental information purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. The measures are not presented under a comprehensive set of accounting rules and, therefore, should only be read in conjunction with financial information reported under GAAP when understanding Polestar’s operating performance.
The measures may not be the same as similarly titled measures used by other companies due to possible differences in calculation methods and items or events being adjusted. A reconciliation between non-GAAP financial measures and the most comparable GAAP performance measures is provided below.
Non-GAAP financial measures include adjusted operating loss, adjusted EBITDA, adjusted net loss, and free cash flow.
Adjusted Operating Loss
Polestar defines adjusted operating loss as operating loss, adjusted to exclude listing expense. This measure is reviewed by management and provides a relevant measure for understanding the ongoing operating performance of the business prior to the impact of the non-recurring adjusting item.
Adjusted EBITDA
Adjusted EBITDA is calculated as listing expense, fair value change of earn-out rights, fair value change of Class C Shares, interest income, interest expense, income tax expense, depreciation, and amortization, subtracted from net loss. This measure is reviewed by management and is relevant measure for understanding the underlying operating results and trends of the business prior to the impact of any adjusting items.
Adjusted Net Loss
Adjusted net loss is calculated as net loss, adjusted to exclude listing expense, fair value change of earn-out rights, and fair value change of Class C Shares. This measure is reviewed by management and is a relevant measure for understanding the underlying performance of Polestar’s recurring core business operations.
Free Cash Flow
Free cash flow is calculated by subtracting cash flows used for tangible assets and intangible assets from cash used for operating activities. This measure is reviewed by management and is a relevant measure for understanding cash sourced from operating activities that is available to repay debts, fund capital expenditures, and spend on other strategic initiatives.
Unaudited Reconciliation of GAAP and Non-GAAP Results
Adjusted Operating Loss
| (in millions of U.S. dollars) | For the year ended December 31, |
|||||||
| 2022 | 2021 | |||||||
| Operating loss |
(1,286.3 | ) | (994.8 | ) | ||||
| Listing expense |
372.3 | — | ||||||
| Adjusted operating loss (non-GAAP) |
(914.0 | ) | (994.8 | ) | ||||
Adjusted EBITDA
| (in millions of U.S. dollars) | For the year ended December 31, |
|||||||
| 2022 | 2021 | |||||||
| Net loss |
(465.8 | ) | (1,007.5 | ) | ||||
| Listing expense |
372.3 | — | ||||||
| Fair value change—Earn-out rights |
(902.1 | ) | — | |||||
| Fair value change—Class C Shares |
(35.1 | ) | — | |||||
| Interest income |
(7.7 | ) | (1.4 | ) | ||||
| Interest expenses |
77.5 | 44.9 | ||||||
| Income tax expense |
16.8 | 0.3 | ||||||
| Depreciation and amortization |
185.1 | 239.2 | ||||||
| Adjusted EBITDA (non-GAAP) |
(759.0 | ) | (724.5 | ) | ||||
Adjusted Net Loss
| (in millions of U.S. dollars) | For the year ended December 31, |
|||||||
| 2022 | 2021 | |||||||
| Net loss |
(465.8 | ) | (1,007.5 | ) | ||||
| Listing expense |
372.3 | — | ||||||
| Fair value change—Earn-out rights |
(902.1 | ) | — | |||||
| Fair value change—Class C Shares |
(35.1 | ) | — | |||||
| Adjusted net loss (non-GAAP) |
(1,030.7 | ) | (1,007.5 | ) | ||||
Free Cash Flow
| (in millions of U.S. dollars) | For the year ended December 31, |
|||||||
| 2022 | 2021 | |||||||
| Net cash used for operating activities |
(1,088.3 | ) | (312.2 | ) | ||||
| Investing cash flows used for tangible assets |
(32.3 | ) | (24.7 | ) | ||||
| Investing cash flows used for intangible assets |
(681.2 | ) | (105.0 | ) | ||||
| Free cash flow (non-GAAP) |
(1,801.8 | ) | (441.8 | ) | ||||
Investor update for the year ended December 31, 2022 March 2, 2023 Polestar Automotive Holding UK PLC Exhibit 99.2
Polestar Disclaimer Forward-Looking Statements Certain statements in this presentation (“Presentation”) of Polestar Automotive Holding UK PLC (“Polestar”) constitute forward-looking statements, within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, that express Polestar’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and involve significant risks and uncertainties. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Presentation and include statements regarding Polestar’s intentions, beliefs or current expectations concerning, among other things: results of operations; financial condition; liquidity; prospects; growth; strategies and the markets in which Polestar operates, including estimates and forecasts of financial and operational metrics, projections of market opportunity, market share, vehicle sales, revenue or other financial or operation results; expectations and timing related to commercial product launches, including the start of production and launch of any future products of Polestar, and the performance, range, autonomous driving and other features of the vehicles of Polestar; future market opportunities, including with respect to energy storage systems and automotive partnerships; future manufacturing capabilities and facilities; future sales channels and strategies; access to financing and liquidity support from major shareholders; the adequacy of funding through 2023; and future market launches and expansion. Such forward-looking statements are based on available current market information and the current expectations of Polestar including beliefs and forecasts concerning future developments and the potential effects of such developments on Polestar. Factors that may impact such forward-looking statements include: the failure to realize the anticipated benefits of the business combination (the “Business Combination”) that Polestar consummated on June 23, 2022 with Gores Guggenheim, Inc. (“GGI”); the outcome of any legal proceedings that may be instituted against GGI or Polestar in connection with the Business Combination; the ability to continue to meet stock exchange listing standards; our securities’ potential liquidity and trading; changes in domestic and foreign business, market, financial, political and legal conditions; Polestar’s ability to enter into or maintain agreements or partnerships with its strategic partners, including Volvo Car AB (publ) and its subsidiaries, and Zhejiang Geely Holding Group Company Limited, original equipment manufacturers, vendors and technology providers, and to source new suppliers for its critical components, and to complete building out its supply chain, while effectively managing the risks due to such relationships; risks relating to the uncertainty of any projected financial information or operational results of Polestar, including underlying assumptions regarding expected development and launch timelines for Polestar’s carlines, manufacturing in the United States starting as planned, demand for Polestar’s vehicles or car sale volumes, revenue and margin development based on pricing, variant and market mix, cost reduction efficiencies, logistics and growing aftersales as the total Polestar fleet of cars and customer base grow; delays in the development, design, manufacture, launch and financing of Polestar’s vehicles and Polestar’s reliance on a limited number of vehicle models to generate revenues; risks related to the timing of expected business milestones and commercial launches, including Polestar’s ability to mass produce its current and new vehicle models and complete the upgrade or tooling of its manufacturing facilities; increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors; Polestar’s reliance on its partners to manufacture vehicles at a high volume, some of which have limited experience in producing electric vehicles, and on the allocation of sufficient production capacity to Polestar by its partners in order for Polestar to be able to increase its vehicle production volumes and meet timings for product launches; competition, the ability of Polestar to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; the possibility that Polestar may be adversely affected by other economic, business, and/or competitive factors; risks related to future market adoption of Polestar’s product offerings; risks related to Polestar’s distribution model; the effects of competition and the high barriers to entry in the automotive industry, and the pace and depth of electric vehicle adoption generally on Polestar’s future business; changes in regulatory requirements (including environmental laws and regulations), governmental incentives and fuel and energy prices; Polestar’s ability to rapidly innovate;risks associated with changes in applicable laws or regulations and with Polestar’s international operations; Polestar’s ability to effectively manage its growth and recruit and retain key employees, including its chief executive officer and executive team; Polestar’s reliance on its partnerships with vehicle charging networks to provide charging solutions for its vehicles and its reliance on strategic partners for servicing its vehicles and their integrated software; Polestar’s ability to establish its brand and capture additional market share, and the risks associated with negative press or reputational harm, including from lithium-ion battery cells catching fire or venting smoke; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; Polestar’s ability to continuously and rapidly innovate, develop and market new products; the impact of the global COVID-19 pandemic, new lockdowns in China, government mandated quarantines, inflation, interest rate changes, the ongoing conflict between Ukraine and Russia, supply chain disruptions and logistical constraints on Polestar’s business, projected results of operations, financial performance or other financial and operational metrics or on any of the foregoing risks; the need to raise additional funds to support business growth; and the other risks and uncertainties described in Polestar’s filings with the U.S. Securities and Exchange Commission (the “SEC”). There can be no assurance that future developments affecting Polestar will be those that Polestar has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Polestar’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Polestar’s filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Polestar will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You are cautioned not to put undue reliance on these forward-looking statements. Trademarks This Presentation includes trademarks, trade names and service marks, certain of which belong to Polestar or Polestar’s affiliates and others that are the property of other organizations. The Polestar logo and other trademarks or service marks of Polestar appearing in this prospectus are the property of Polestar. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that Polestar or its affiliates will not assert its or their rights or that the applicable owner will not assert its rights to these trademarks, trade names and service marks to the fullest extent under applicable law. Polestar does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Polestar by, these other parties. Statement Regarding Preliminary Unaudited Financial and Operational Results The unaudited financial and operational information published in this press release is preliminary and subject to potential adjustments. Potential adjustments to operational and consolidated financial information may be identified from work performed during Polestar’s year-end audit. This could result in differences from the unaudited operational and financial information published herein. For the avoidance of doubt, the preliminary unaudited operational and financial information published in this press release should not be considered a substitute for the financial information to be filed with the SEC in Polestar’s Annual Report on Form 20-F for the year ended December 31, 2022. Non-GAAP Financial Information This presentation includes certain financial measures that are not presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”), including adjusted operating loss, adjusted EBITDA, adjusted net loss, and free cash flow. Please see slide 40 for a reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures. *** Past results are not indicative of future performance and investing in securities of Polestar involves significant risks. Potential investors should read and understand the explanations of risks disclosed by Polestar in its filings with the SEC before making any decisions. The information set forth herein is based upon information reasonably available to Polestar as of the date of this Presentation (or any such earlier date referenced herein), and Polestar does not undertake any obligation to update such information at any time after such date. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein and as may be amended. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Polestar, nor shall there be any sale or offer of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. This Presentation is not intended to constitute, and should not be construed as investment, tax, legal or other advice. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein neither Polestar nor any of its directors, officers, employees, affiliates or advisors makes any representation or warranty with respect to the accuracy of such information. This Presentation does not purport to contain all of the information that may be required to evaluate Polestar and has solely been prepared for the purpose of generally familiarizing the reader with Polestar.
Polestar
Latest in-car Google tech to feature in Polestar cars Developments include Google’s new HD map that will debut in Polestar 3, and the roll-out of remote actions for Polestar 2 Polestar — Recent developments Polestar 3 showcased at Las Vegas CES 2023 For the first time on US soil, together with Smart Eye, supplier of premium driver monitoring technology which is included as standard Delivered 51,4911 vehicles for the full year 2022, an increase of 80% year on year Aim to deliver approximately 80,000 cars in 2023, an increase of about 60% year on year Represents total volumes of new vehicles delivered, including 48,531 external sales with recognition of revenue at time of delivery, 1,296 external sales with repurchase commitments and 1,664 internal sales of vehicles transferred for demonstration and commercial purposes as well as vehicles transferred to Polestar employees at time of registration. Transferred vehicles for demonstration and commercial purposes are owned by Polestar and included in Inventory (unaudited). Rounded. See slide 37 for unaudited condensed consolidated statement of loss for figure in thousands of U.S. dollars. Achieved $2.5bn2 in revenues for the full year 2022 Mainly driven by higher Polestar 2 vehicle sales with continued commercial expansion across markets Polestar 0 project adds eight new partners to create a truly climate-neutral car by 2030 Vitesco, Stora Enso and six other new global industry-leading partners join Polestar 0 project Launched a major update to Polestar 2 Model Year 2024 High-tech front end, all-new electric motors, more powerful batteries, sustainability improvements and rear-wheel drive Initiated a Pathway Report in response to the climate crisis Collaborating with pioneering EV maker and calls for new forms of collaboration to build rapid momentum Expanded partnership with Luminar to include Polestar 5 Under existing partnership, Luminar supplies LiDAR for Polestar 3 which is now available to order
Polestar — Our past, our present and our future History in performance 1996–2017 Founded in 1996 as a racing team Developed and sold performance software for Volvo Cars The official performance partner to Volvo Cars from 2009 Acquired by Volvo Cars in 2015 Launching the new Polestar brand 2017–2021 Launched Polestar 1 in 2017 and Polestar 2 in 2019 First customer handovers and retail locations open in 2020 Global from day one in 2020, with presence in 10 markets Growing rapidly 2021 onwards Listed on Nasdaq New York in June 2022 Launched limited edition Polestar 6 in August 2022 Launched Polestar 3 in October 2022 Expects to launch three new cars by 2026 Leading ambition of a climate-neutral production car by 2030 Source: Company information.
Polestar 1 Electric performance hybrid Polestar 2 Electric performance fastback Polestar 3 Electric performance SUV Polestar 4 Electric performance SUV coupe Polestar 5 Electric performance 4-door GT Polestar 6 Electric performance roadster Polestar — Our growing, diversified premium product portfolio Source: Company information.
Polestar — Our asset-light model Agility of a start-up Stability of established players Flexible and scalable Source: Company information.
01 Design Avant-garde, pure Scandinavian design High tech minimalism Design perfection focus Unique design attributes 03 Sustainability Leading ambition of climate-neutral production car by 2030 Circular battery strategy, battery centers in place Blockchain-powered transparency through supply chain Ethical and inclusive work principles and values 02 Innovation Bonded aluminium platform High-performance electric motors Advanced battery technology design R&D capability in the UK, Sweden and China Polestar — Our core pillars Source: Company information.
01 Overall market opportunity 02 Rapidly expanding product portfolio 03 Growth in existing and new markets Polestar — Our well-defined growth strategy +18% CAGR 2021-2026E Global premium BEV market1 Global presence Expected new product launches 2023 – Polestar 4 2024 – Polestar 5 2026 – Polestar 6 27 Global market for BEV premium luxury vehicles. Source: Leading management consultancy, October 2022.
Åsa Borg Brand & Marketing Joined in 2020 from Volvo Cars where she was Chief Operating Officer of Care by Volvo. Has over 20 years of Brand, Marketing and automotive industry experience. Thomas Ingenlath CEO Joined in 2017 from Volvo Cars where he was SVP of Design. Brings over 20 years of design, innovation and leadership experience in the automotive industry. Johan Malmqvist CFO Joined in 2021 from Dole Food Company where he was CFO. Has over 20 years of financial experience across multiple sectors. Mike Whittington Global Sales Joined in 2018, previously worked with new EV introductions at Jaguar Land Rover, PSA, Mercedes-Benz and Toyota. Has over 20 years of experience. Maximilian Missoni Design Joined in 2018 from Volvo Cars where he was Vice President Exterior Design and Chief Designer Exterior. Has 20 years of experience within the automotive industry. Mona Abbasi Customer Experience Joined in 2019, from Husqvarna Group where she was Senior Vice President of Brand. Has over 20 years of experience in leading consumer and IT brands. Polestar — Our visionary , diverse and experienced management team Jörg Brandscheid CTO, R&D Joined in 2021 from Hella APAC where he was Executive Vice President Electronics. Has 30 years of automotive experience in several R&D roles. Dennis Nobelius COO Joined in 2020 from Zenuity (now Zenseact) where he was CEO. Has 20 years of R&D, operation and leadership experience in the automotive industry. Nils Mösko Strat&Bus. Development Joined in 2018 as Deputy CFO from Volvo Cars. Held finance and treasury roles for Volvo Cars and Ford Motor. Has 15 years of automotive industry experience. Fredrika Klaren Sustainability Joined in 2020 from KappAhl where she was Head of Sustainability. Has over 10 years of dedicated sustainability experience across fashion and retail. Tanya Ridd Communications & PR Joined in 2022 from Spotify where she was Senior Director of Communications. Has over 20 years of communication management experience. Monika Franke HR Joined in 2019 from Volvo Cars where she held roles of Senior HR Director, Global R&D and Purchasing & Quality. Has 20 years of experience. Mikael Björklund Digital Joined in 2020 from Filippa K where he was Chief Operating Officer. Has over 13 years of business development and digital marketing experience. Anna Rudensjö Legal Joined in 2018 from SKF Group where she was Legal Director and Group Legal Counsel. Has 20 years of experience. Source: Company information. In alphabetical order.
Unaudited financial highlights for the year ended December 31, 2022
Financial and operational highlights — Key financial highlights for the year ended Dec 31, 2022 (unaudited) Revenue ($ mn) Gross profit ($ mn) FY 2021 FY 2022 2,462 1,337 FY 2021 FY 2022 1 84% Gross profit of $119mn As the result of higher Polestar 2 sales and lower fixed manufacturing costs. This growth was partially offset by FX which led to higher cost of sales, and product and market mix . Delivered $2.5bn in revenues Driven by higher Polestar 2 sales with continued commercial expansion across markets. Cash and cash equivalents ($ mn) FY2021 974 757 Cash balance of approximately $1bn Benefited from the listing proceeds and strengthened liquidity provided by short term financing facilities. FY 2022 Note: All U.S. dollar figures on this slide rounded. Percentages have been calculated using unrounded amounts. See slide 37 for unaudited condensed consolidated statement of loss for figures in thousands of U.S. dollars. 119
Financial and operational highlights — Key financial highlights for the year ended Dec 31, 2022 (unaudited) US$ million FY 2022 FY 2021 % Change Revenue 2,462 1,337 84 Cost of sales (2,343) (1,336) 75 Gross profit 119 1 n/m Gross margin (%) 4.9 0.1 n/m SG&A expense (865) (715) 21 R&D expenses (171) (233) (27) Other operating income (expense), net 2 (48) (105) Listing expense1 (372) - 100 Operating loss (1,286) (995) 29 Adjusted operating loss2 (914) (995) (8) The listing expense in Q2 2022 represents a non-recurring, non-cash, share-based listing charge, incurred in connection with the business combination with Gores Guggenheim, Inc. on June 23, 2022. Non-GAAP measure. See slide 40 for details and a reconciliation of adjusted metrics to the nearest GAAP measure. Note: All U.S. dollar figures on this slide rounded. Percentages have been calculated using unrounded amounts. See slide 37 for unaudited condensed consolidated statement of loss for figures in thousands of U.S. dollars. Revenue up 84% Driven by higher Polestar 2 vehicle sales with continued market expansion Gross profit up $119mn With higher sales of Polestar 2 and lower fixed manufacturing costs, partially offset by FX, and product and market mix SG&A up 21% Primarily reflects international business expansion, partially offset by active cost management R&D down 27% With absence of Polestar 1 amortisation, partially offset by continued investment in future vehicles and technologies Operating loss up 29% Impacted by a Q2 2022 one-time share-based listing charge of $372mn. Adjusted operating loss down 8%
Financial and operational highlights — Key financial highlights for the three months ended Dec 31, 2022 (unaudited) US$ million Q4 2022 Q4 2021 % Change Revenue 985 590 67 Cost of sales (923) (590) 57 Gross profit (loss) 62 (0) n/m Gross margin (%) 6.3 -0.0 n/m SG&A expense (239) (237) 1 R&D expenses (48) (76) (37) Other operating income (expense), net 20 (25) (181) Operating loss (205) (337) (39) Variances for Q4 2022 versus Q4 2021 largely followed the trends outlined for 2022 versus 2021, with the following notable exceptions: SG&A broadly flat Due to active cost management, especially in the second half of the year Operating loss down 39% Benefiting from higher gross profit and active cost management actions Note: All U.S. dollar figures on this slide rounded. Percentages have been calculated using unrounded amounts. See slide 37 for unaudited condensed consolidated statement of loss for figures in thousands of U.S. dollars.
Financial and operational highlights — Cash flow for the year ended Dec 31, 2022 (unaudited) Cash flow ($ mn) 2021 Operating Investing FX and other1 Equity proceeds 2022 Operating Cash outflow of $1,088mn, mainly driven by operating loss, working capital increase in inventories and trade receivables, and interest expenses due to increased financial debt during 2022 Investing Cash outflow of $716mn, predominantly driven by intellectual property investments for Polestar 2, Polestar 3 and Polestar 4 Financing Cash inflow mainly comprised of equity proceeds of $1,418mn and net increase in short-term borrowings of $724mn Net short-term borrowings Including effect of foreign exchange rate changes on cash and cash equivalents of -$66mn, transaction costs of -$39mn and principal repayments of lease liabilities of -$15mn. Note: All U.S. dollar figures on this slide rounded. See slide 39 for unaudited condensed consolidated statement of cash flows for figures in thousands of U.S. dollars. 757 (120) 1,418 724 974 (1,088) (716)
Financial and operational highlights — 2023 outlook Liquidity Global volumes Gross profit margin 80,000 While liquidity has strengthened, including nearly $1.0bn cash balance , we continue to explore potential equity or debt offering to fund operations and business growth. Expect an increase of about 60% in global volumes predominantly driven by Polestar 2 sales. Expect gross margin to be broadly in line with 2022, with volume and product mix supporting progression later in the year. Strengthened Source: Company estimates. ~2022
Delivering on our strategy
01 Well-defined growth strategy 02 Asset-light model 03 Digital-first direct-to-consumer approach 04 Core pillars: Design, Innovation, Sustainability Delivering our strategy — Key investment highlights
Well-defined growth strategy — Operating within the fastest-growing car segment Global premium BEV vehicles market is one of the fastest growing segments with +18% CAGR. Premium BEV market size in million cars We operate in a large and competitive automotive market, with BEV market growth expected to outpace the overall market growth. There is a significant BEV market opportunity, with premium segment BEV penetration expected to grow to 23% in 2026. 01 2021A 2026E 2.9 +18% CAGR 2021A 2026E Premium segment BEV penetration percentage Automotive market in million cars1 68 83 ICE PHEV/HEV2 BEV 2026E 2021A 1.3 23 12 Excluding FCEV cars due to low volumes until 2026. Including PHEV and HEV vehicles. Source: Leading management consultancy, October 2022.
Polestar 1 Polestar 2 Polestar 3 Polestar 4 Polestar 5 Type Segment ASP1 Range Launch Hybrid Grand Tourer Sports Premium ~$155k ~120km range 2017 Fastback C/D premium ~$50-70k ~540km 2019 Luxury Aero SUV SUV E premium ~$80-120k up to 610km2 2022 Premium Sport SUV SUV D premium ~$60-80k 600km +2 2023E Luxury Sport GT 4-Door F coupé premium >$100k 600km +2 2024E Well-defined growth strategy — Rapidly expanding premium product portfolio 01 Polestar 6 Luxury 2+2 roadster S roadster premium >$200k 600km +2 2026E Prices vary by region. Estimated indicative US market pricing range as at November 2022, subject to change. WLTP (Worldwide Harmonised Light Vehicle Test Procedure) target range. Source: Company information, management estimates.
Active markets Australia, Austria, Belgium, Canada, China, Denmark , Finland, Germany, Hong Kong, Iceland, Ireland, South Korea, Kuwait, Israel, Italy, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, United Arab Emirates, United Kingdom and United States of America. Global presence today Well-defined growth strategy — Extensive global market presence 01 Source: Company information. 27
Asset-light model — Combining the best of both worlds 02 Flexible and scalable set-up Agility of a start-up Innovation and high-performance technologies Avant-garde design Leading sustainability goals Full vehicle attributes Digital first DTC business Stability of established players Over 100 years’ of combined experience Platform development Engineering capability Supply chain and partnerships Manufacturing capacity Safety credentials Service network access Source: Company information.
Opened Operated by Manufacturing 2016 Volvo Cars Polestar 2 2015 Volvo Cars Polestar 3 2021 Geely Polestar 4 2024E Polestar Polestar 5 Taizhou, China Asset-light model — Access to state-of-the-art factories 02 Hangzhou Bay, China Charleston, US Chongqing, China1 Operated by Polestar, owned by Geely. Source: Company information. Chengdu, China 2013 Volvo Cars Polestar 3
Digital-first direct-to-consumer approach Customers can browse our products, configure their vehicle and place their order online Local support centres We continue to establish in-house care centres, creating a premium brand experience Action through data driven insight Monitor customer experiences across journeys to drive relevant and impactful improvements Skilled specialists Passionate, knowledgeable and service-minded Polestars with local knowledge and cultural know-how to serve our customers’ needs Digital-first direct-to-consumer approach — Our customer approach Source: Company information. 03
Digital-first direct-to-consumer approach — Connected retail and ownership experience 03 Source: Company information. Explore and schedule Explore Polestar vehicles online and schedule a test drive Configure and finance Configure and order online via web and mobile channels Control and ownership Control vehicle functions and engage with support or book service
Locations1 2022 158 2021 103 Represents Polestar Spaces, Polestar Destinations and Polestar Test Drive Centers (Unaudited). Represents Volvo Cars service centres to provide access to customer service points worldwide in support of Polestar’s international expansion (Unaudited). Source: Company information. Digital-first direct-to-consumer approach — Expanding sales and service network 03 Locations Permanent or pop up/temporary Polestar showrooms located in urban and peri-urban areas with retail and test drive opportunities. Service points Leveraging established Volvo Cars service network for full service support. Service points2 2022 1,116 2021 811
Core pillars — Design – Avant-garde, pure Scandinavian design Unique design attributes SmartZone sensor panel Integrated aerodynamic enhancers Rear view camera feed replaces rear window Extended panoramic glass roof Avant-garde interior with innovative materials High contrast, iconic design Integrated long-range LiDAR Sustainable materials integration Sustainability declarations to show our progress Vegan standard interior MicroTech – bio-attributed vinyl produced without fossil fuels Leather & wool from farms that are animal welfare certified, and leather tanning process is chrome free Bcomp – natural fibre composites with flax fibres for seats and interior components 04 Source: Company information.
Core pillars — Innovation – performance orientated technology development 04 Bonded aluminium platform Bonded aluminium platform developed in-house Set to provide class-leading dynamics, rigidity and safety features Technology usually applied to low-volume sports cars now brought into mainstream production High-performance electric motors P10 rear motor with 450 kW (~603 hp) One of the most powerful electric motors in the world 1-speed energy efficient transmission facilitating special requirements for multiple platforms Multiple installation options for easy integration with multiple platforms Advanced battery technology design Developed 800V battery pack Switchable between 800V and 400V 103 kWh possible to charge to 80% in ~20 minutes Bi-directional/vehicle-to-grid charging compatible Source: Company information.
Core pillars — Innovation – At the digital forefront 04 Smart partnerships and collaborations Autonomous driving partners: Luminar – Advanced Lidar System Nvidia – centralised computing Zenseact – AI powered software MobilityXlab – global start-up community pipeline Infotainment system Infotainment system built on AndroidTM Automotive OS with Google built-in End-to-end integration of Android features Native applications without requiring smartphone connection Over-the-air (OTA) updates Vehicles updated with latest software Applicable to all cars 1 17 updates successfully executed for Polestar 2 model year 2023, targeting range, efficiency, connectivity and driving experience improvements A new in-car Range Assistant app that is geared to assist drivers to improve efficiency and range confidence Add a new image Excluding Polestar 1. Source: Company information.
Core pillars — Innovation – R&D capability 04 Source: Company information. R&D Coventry, United Kingdom 400+ employees Lightweight vehicle structures / bonded aluminium body Program lead for Polestar inhouse developed programs Overall vehicle development and release Sports car production technology In-car software development, testing and integration Advanced engineering and research, Polestar 0 R&D Gothenburg, Sweden 250+ employees Electric powertrain and battery system development Setting of vehicle attributes and final sign off In-car software development Polestar Engineered performance components Advanced engineering and research, Polestar 0 Project R&D Shanghai, China 25+ employees Focused on bespoke Chinese market features development R&D Volvo Cars and Geely Access to engineers and designers
Climate neutrality Climate-neutral platform Climate-neutral materials Climate-neutral manufacturing Renewable energy in the supply chain Transparency Material traceability Supply chain transparency Product sustainability declaration Sustainability reporting Inclusion Human rights in supply chain Ethical business practices Inclusive workplace Inclusive design Inclusive customer experience Image representing the subject Core pillars — Sustainability – our strategic focus areas 04 Circularity Circular battery design Remanufacturing of batteries Collaborations for second life Collaborations for recycling Image representing the subject
Core pillars — Sustainability – Climate neutrality Carbon footprint (cradle to gate) for Polestar 2 tons 2021 absolute GHG-emissions (scope 1-3) kton Trend in GHG-emissions (scope 1-3) relative to sold cars % +701 We reduced the carbon footprint of Polestar 2 throughout work with Sustainable Upgrades by 1.7 tons during 2022. Total greenhouse gas emissions from our value chain increased by 701 ktons in 2021, due to business growth. We are laser focused on decoupling this relationship and confident that our efforts will work. We reduced our greenhouse gases per sold car by 6% in 2021 compared to 2020. -1.7 Source: Company information. -6 04
Core pillars — Sustainability - Transparency 04 Volvo XC40 ICE Polestar 2 Global electricity mix Carbon Footprint for Polestar vs. a compact SUV ICE model Tons of CO2-equivalents Polestar 2 European electricity mix Polestar 2 Wind power Material production Li-on battery modules Manufacturing Use phase End-of-life 0 10 20 30 40 50 60 Tonnes CO2e 42 Source: Life cycle assessment - Carbon footprint of Polestar 2 which is available at https://www.polestar.com/hk/sustainability/transparency/ Life cycle assessments (LCAs) Pioneering transparency by disclosing LCAs with full methodology for all models Consumer transparency Industry unique product sustainability declaration allows consumers to compare sustainability credentials Supply chain traceability Enabling traceability through blockchain and certifications on risk materials throughout our batteries and cars Sustainability reporting Annual sustainability reporting since 2020 in adherence with Global Reporting Initiative standards 58 50 27
Core pillars — Sustainability - Circularity 04 Creating a circularity roadmap In 2022, together with Circle Economy and STENA Recycling, we set out to estimate the impact Polestar 2 has on important circularity issues - raw material consumption, biodiversity and recyclability. The findings on the recyclability of different functional areas, creates a baseline from where we are now building our strategy and KPIs to become a circular company. Material recycling rate of different functional areas of Polestar 2 Kg/unit Source: Company information.
Core pillars — Sustainability - Inclusion Suppliers - Code of Conduct for Business Partners % Women in the workforce in 2021 /2020 % 27 / 23 For Polestar 2 and 3 we have secured full commitment from all suppliers on issues like equality, working conditions, forced labor, wages etc. We are focused on building a workforce that represents our customers and our world and aim to have a 40% female workforce by 2025. 100 Collaborating through multi-stakeholder initiatives with responsible sourcing practices, sustainability assessments, and third-party audits. Source: Company information. 04
Appendix
Financial statements — Unaudited condensed consolidated statement of loss in thousands of U.S. dollars except per share data and unless otherwise stated For the three months ended December 31 For the year ended December 31 2022 2021 2022 2021 Revenue 985,151 589,507 2,461,897 1,337,181 Cost of sales (923,183) (589,707) (2,342,454) (1,336,321) Gross profit (loss) 61,968 (200) 119,443 860 Selling, general and administrative expenses (239,174) (236,580) (864,598) (714,724) Research and development expenses (47,634) (75,522) (170,987) (232,922) Other operating income (expense), net 20,143 (24,993) 2,182 (48,053) Listing expense — — (372,318) — Operating loss (204,697) (337,295) (1,286,278) (994,839) Finance income 7,066 8,169 8,551 32,970 Finance expenses 3,531 (16,738) (108,435) (45,249) Fair value change - Earn-out rights (63,600) — 902,068 — Fair value change - Class C Shares (500) — 35,090 — Loss before income taxes (258,200) (345,864) (449,005) (1,007,118) Income tax expense (4,240) 9,078 (16,783) (336) Net loss (262,440) (336,786) (465,789) (1,007,454)
Financial statements — Unaudited condensed consolidated statement of financial position in thousands of U.S. dollars December 31, 2022 December 31, 2021 Assets Non-current assets Intangible assets and goodwill 1,391,828 1,368,356 Property, plant and equipment 262,593 208,193 Vehicles held under operating lease 92,198 120,626 Other non-current assets 15,395 5,532 Total non-current assets 1,762,014 1,702,707 Current assets Cash and cash equivalents 973,877 756,677 Marketable securities — 1,258 Trade receivables external and trade receivables and accrued income – related parties 370,164 177,544 Inventories 657,882 545,743 Other current assets 178,516 125,764 Total current assets 2,180,439 1,606,986 Total assets 3,942,453 3,309,693 in thousands of U.S. dollars December 31, 2022 December 31, 2021 Equity Share capital (21,156) (1,865,909) Other contributed capital (3,582,589) (35,231) Accumulated deficit & Foreign currency translation reserve 3,737,089 1,778,644 Total equity 133,344 (122,496) Liabilities Non-current liabilities Other non-current provisions and liabilities (139,428) (79,906) Earn-out liability (598,570) — Other non-current interest-bearing liabilities (85,556) (66,575) Total non-current liabilities (823,554) (146,481) Current liabilities Trade payables external and trade payables and accrued expenses - related parties (1,184,142) (1,857,730) Advance payments from customers (40,868) (36,415) Liabilities to credit institutions (1,328,752) (642,338) Interest-bearing current liabilities (38,235) (24,072) Class C Shares liability (28,000) — Other current provisions and liabilities (632,246) (480,161) Total current liabilities (3,252,243) (3,040,716) Total liabilities (4,075,797) (3,187,197) Total equity and liabilities (3,942,453) (3,309,693)
Financial statements — Unaudited condensed consolidated statement of cash flows in thousands of U.S. dollars For the twelve months ended December 31, 2022 2021 Cash flows from operating activities Net loss (465,789) (1,007,454) Adjustments to reconcile Net loss to net cash flows Depreciation and amortization 185,057 239,164 Finance income and expense 99,884 12,280 Listing expense 372,318 — Income tax expense 16,783 336 Other non-cash expense and income (839,595) 106,658 Change in operating assets and liabilities (378,526) 357,505 Interest net paid & tax paid (78,481) (20,645) Cash used for operating activities (1,088,349) (312,156) Cash flows from investing activities Additions to property, plant and equipment (32,269) (24,701) Additions to intangible assets (681,204) (104,971) Other (2,500) — Cash used for investing activities (715,973) (129,672) in thousands of U.S. dollars For the twelve months ended December 31, 2022 2021 Cash flows from financing activities Change in restricted cash — 48,830 Proceeds from short-term borrowings 2,146,396 698,882 Principal repayments of short-term borrowings (1,422,862) (411,950) Principal repayments of lease liabilities (14,905) (8,578) Proceeds from the issuance of share capital and other contributed capital 1,417,973 582,388 Transaction costs (38,903) — Cash provided by financing activities 2,087,699 909,572 Effect of foreign exchange rate changes on cash and cash equivalents (66,177) (27,491) Net increase in cash and cash equivalents 217,200 440,253 Cash and cash equivalents at beginning of period 756,677 316,424 Cash and cash equivalents at end of period 973,877 756,677
Financial statements — Unaudited reconciliation of GAAP and Non-GAAP results in millions of U.S. dollars For the twelve months ended December 31, 2022 2021 Adjusted EBITDA Net loss (465.8) (1,007.5) Listing expense 372.3 — Fair value change - Earn-out rights (902.1) — Fair value change - Class C Shares (35.1) — Interest income (7.7) (1.4) Interest expenses 77.5 44.9 Income tax expense 16.8 0.3 Depreciation and amortization 185.1 239.2 Adjusted EBITDA (non-GAAP) (759.0) (724.5) in millions of U.S. dollars For the twelve months ended December 31, 2022 2021 Adjusted net loss Net loss (465.8) (1,007.5) Listing expense 372.3 — Fair value change - Earn-out rights (902.1) — Fair value change - Class C Shares (35.1) — Adjusted net loss (non-GAAP) (1,030.7) (1,007.5) in millions of U.S. dollars For the twelve months ended December 31, 2022 2021 Adjusted operating loss Operating loss (1,286.3) (994.8) Listing expense 372.3 — Adjusted operating loss (non-GAAP) (914.0) (994.8) in millions of U.S. dollars For the twelve months ended December 31, 2022 2021 Free cash flow Net cash used for operating activities (1,088.3) (312.2) Investing cash flows used for tangible assets (32.3) (24.7) Investing cash flows used for intangible assets (681.2) (105.0) Free cash flow (non-GAAP) (1,801.8) (441.8) Non-GAAP Financial Information Polestar uses both generally accepted accounting principles ("GAAP," i.e., IFRS) and non-GAAP (i.e., non-IFRS) financial measures to evaluate operating performance, for internal comparisons to historical performance, and for financial decision-making purposes. The Polestar believes non-GAAP financial measures are helpful to investors as they provide useful perspective on underlying business trends and assist in period on period comparisons. These non-GAAP measures are presented for supplemental information purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. The measures are not presented under a comprehensive set of accounting rules and, therefore, should only be read in conjunction with financial information reported under GAAP when understanding Polestar's operating performance. The measures may not be the same as similarly titled measures used by other companies due to possible differences in calculation methods and items or events being adjusted. A reconciliation between non-GAAP financial measures and the most comparable GAAP performance measures is provided below. For a more detailed explanation of each non-GAAP measure used, please also refer to our press release reporting our financial and operational results for the fourth quarter of 2022 and the year ended December 31, 2022.
For questions, please contact: Bojana Flint Head of Investor Relations ir@polestar.com Polestar Assar Gabrielssons Väg 9 SE-418 78 Göteborg Sweden polestar.com All ideas contained within this document are owned by Polestar. © Polestar 2022 Investor update for preliminary unaudited results for the year ended December 31, 2022 — Contact information