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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Polestar Automotive Holding UK PLC (Name of Issuer) |
Class A American Depositary Shares ("ADSs"), each ADS representing 30 Class A Ordinary Shares, par value $0.01 each (Title of Class of Securities) |
(CUSIP Number) |
02/05/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Standard Chartered Bank (Hong Kong) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,257,743.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BK, FI |
Comment for Type of Reporting Person: Note to Rows 6 and 8: Each Class A ADS represents thirty (30) Class A Ordinary Shares, par value $0.01 each. Standard Chartered Bank (Hong Kong) Limited (the "Bank") is a direct, wholly-owned subsidiary of Standard Chartered PLC (the "Parent"). The Bank holds directly 10,257,743 Class A ADSs of the Issuer. Accordingly, as the parent company of the Bank, the Parent may be deemed to share voting and dispositive power over the Class A ADSs of the Issuer held by the Bank.
Note to Row 11: Based on (i) 4,315,957,440 Class A Shares in the form of 143,865,248 Class A ADSs and (ii) 29,892,570 Class B Shares in the form of 996,419 Class B ADSs outstanding on April 17, 2026, as disclosed by the Issuer in Item 7 of its Annual Report on Form 20-F for the year ended December 31, 2025. Each Class B Share is convertible into one Class A Share at any time at the option of the holder of such Class B Share. Assumes the conversion of the Class B Shares referred to above into Class A Shares.
Explanatory Note: This Schedule 13G is being filed by the Bank and the Parent with respect to the Class A ADSs of the Issuer. A Schedule 13G relating to the Class A ADSs was previously filed on February 12, 2026 under the CIK code of Standard Chartered Bank (the "Original Schedule 13G"). Due to a clerical error, the Original Schedule 13G was inadvertently filed under the incorrect CIK code and should be disregarded. This Schedule 13G supersedes and replaces the Original Schedule 13G in its entirety.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Standard Chartered PLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,257,743.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, FI |
Comment for Type of Reporting Person: Note to Rows 6 and 8: Each Class A ADS represents thirty (30) Class A Ordinary Shares, par value $0.01 each. The Bank is a direct, wholly-owned subsidiary of the Parent. The Bank holds directly 10,257,743 Class A ADSs of the Issuer. Accordingly, as the parent company of the Bank, the Parent may be deemed to share voting and dispositive power over the Class A ADSs of the Issuer held by the Bank.
Note to Row 11: Based on (i) 4,315,957,440 Class A Shares in the form of 143,865,248 Class A ADSs and (ii) 29,892,570 Class B Shares in the form of 996,419 Class B ADSs outstanding on April 17, 2026, as disclosed by the Issuer in Item 7 of its Annual Report on Form 20-F for the year ended December 31, 2025. Each Class B Share is convertible into one Class A Share at any time at the option of the holder of such Class B Share. Assumes the conversion of the Class B Shares referred to above into Class A Shares.
Explanatory Note: This Schedule 13G is being filed by the Bank and the Parent with respect to the Class A ADSs of the Issuer. The Original Schedule 13G relating to the Class A ADSs was previously filed on February 12, 2026 under the CIK code of Standard Chartered Bank. Due to a clerical error, the Original Schedule 13G was inadvertently filed under the incorrect CIK code and should be disregarded. This Schedule 13G supersedes and replaces the Original Schedule 13G in its entirety.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Polestar Automotive Holding UK PLC | |
| (b) | Address of issuer's principal executive offices:
Assar Gabrielssons Vag 9, Gothenburg, V7 405 31 | |
| Item 2. | ||
| (a) | Name of person filing:
Standard Chartered Bank (Hong Kong) Limited (the "Bank")
Standard Chartered PLC (the "Parent") | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Bank is Standard Chartered Bank Building, 4-4A Des Voeux Road, Central, Hong Kong
The address of the principal business office of the Parent is 1 Basinghall Avenue, London, United Kingdom EC2V 5DD | |
| (c) | Citizenship:
The place of organization of the Bank is Hong Kong
The place of organization of the Parent is the United Kingdom | |
| (d) | Title of class of securities:
Class A American Depositary Shares ("ADSs"), each ADS representing 30 Class A Ordinary Shares, par value $0.01 each | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Bank | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
10,257,743 | |
| (b) | Percent of class:
7.1% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
10,257,743 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
10,257,743 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The Bank is a direct, wholly-owned subsidiary of the Parent and holds directly the Class A ADSs of the Issuer reported herein. Accordingly, the Parent may be deemed to share voting and dispositive power over the Class A ADSs of the Issuer held by the Bank. The Bank is classified under Item 3 as a non-U.S. institution (bank). | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to a bank is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution. I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13G and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of Class A ADSs of Polestar Automotive Holding UK PLC, and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13G provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 12, 2026.
| Standard Chartered Bank (Hong Kong) Limited | ||
| Signature: | /s/ Steven K. Choe | |
| Name/Title: | Steven K. Choe Managing Director, Global Head, Equity Financing and Derivatives | |
| Date: | May 12, 2026 | |
| Standard Chartered PLC | ||
| Signature: | /s/ Scott Corrigan | |
| Name/Title: | Scott Corrigan Group Company Secretary | |
| Date: | May 12, 2026 | |