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Geely-backed holders boost Polestar (PSNY) equity via major debt conversions

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Polestar Automotive Holding UK PLC’s major shareholders converted significant debt into new equity and updated their ownership positions. Geely Sweden Automotive Investment B.V. converted approximately $300 million of principal and interest into 15,511,892 Class A ADSs, while Snita Holding B.V. converted about $66 million into 3,864,300 Class A ADSs.

After these moves, Eric Li reports beneficial ownership of 99,358,168 shares, or 60.5% of the class, and Volvo-linked entities report stakes near 19.9%. The company also granted registration rights to GSAI B.V. for resales and amended a term loan facility, extending its maturity to June 30, 2027 and increasing the margin from 3.0% to 3.2%.

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Insights

Geely-affiliated holders convert Polestar debt to equity and extend funding.

The filing shows Geely-related entities converting approximately $300 million and $66 million of loan claims into 15,511,892 and 3,864,300 Class A ADSs. This shifts a portion of Polestar’s financing from debt to equity while keeping control with existing strategic backers.

A registration rights agreement obligates Polestar to register GSAI B.V.’s securities within defined SEC timelines, enabling potential secondary sales. Separately, an amended term loan extends the December 2025 facility to June 30, 2027 and raises the margin from 3.0% to 3.2%, modestly increasing borrowing costs but preserving committed funding.

Debt converted by GSAI B.V. $300 million Converted into 15,511,892 Class A ADSs on June 30, 2026
Debt converted by Snita Holding B.V. $66 million Converted into 3,864,300 Class A ADSs on June 30, 2026
Eric Li beneficial ownership 99,358,168 shares (60.5%) Based on outstanding Polestar ADSs
Volvo Car Corporation stake 32,691,731 shares (19.9%) Beneficial ownership percentage of class
Class A ADSs outstanding 163,283,710 ADSs Used as basis for ownership percentages
Class B ADSs outstanding 996,419 ADSs Included in ownership calculations
Term facility margin change 3.0% to 3.2% Applies from next interest period after General Effective Date
Registration filing deadline 90 days Deadline to file resale registration for GSAI B.V. securities
Class A American Depositary Shares financial
"Title of Class of Securities: Class A American Depositary Shares, Class A Ordinary Shares"
beneficially owned financial
"Number of Shares Beneficially Owned by Each Reporting Person With:"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Registration Rights Agreement regulatory
"the Issuer entered into a registration rights agreement with GSAI BV (the "Registration Rights Agreement")"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Term Facility Agreement financial
"under the previously disclosed Term Facility Agreement, dated November 8, 2023"
A term facility agreement is a legally binding loan contract that gives a borrower a fixed amount of money to be repaid over a set schedule with agreed interest and conditions, like a long-term mortgage for a company. Investors care because its size, interest cost, repayment timeline and rules about company behavior affect cash flow, credit risk and potential need for more financing or asset sales, and therefore influence share value and risk.
Term Loan Facility Amendment financial
"entered into an amendment (the "Term Loan Facility Amendment") to the previously disclosed Term Facility Agreement"
commercially reasonable efforts regulatory
"and to use commercially reasonable efforts to have the registration statement declared effective"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What major transactions did Polestar (PSNY) disclose in this Schedule 13D/A amendment?

Polestar’s filing shows Geely Sweden Automotive Investment B.V. converting about $300 million of debt into 15,511,892 Class A ADSs and Snita Holding B.V. converting roughly $66 million into 3,864,300 ADSs, replacing a portion of the company’s loan obligations with equity held by existing strategic investors.

How much of Polestar (PSNY) does Eric Li report owning in this filing?

Eric Li reports beneficial ownership of 99,358,168 shares, representing 60.5% of Polestar’s relevant class. This majority stake, based on 163,283,710 Class A ADSs and 996,419 Class B ADSs outstanding, underscores continued control by Geely-affiliated interests after the debt-to-equity conversions described.

What is Volvo Car Corporation’s reported stake in Polestar (PSNY)?

Volvo Car Corporation reports beneficial ownership of 32,691,731 shares, equal to 19.9% of the class. Related entity Snita Holding B.V. also reports 32,691,731 shares at 19.9%, reflecting Volvo’s sizeable but non-controlling strategic interest alongside Geely-linked reporting persons described in the amendment.

How many Polestar (PSNY) ADSs are outstanding according to this Schedule 13D/A?

The filing states that ownership percentages are calculated using 163,283,710 Class A American Depositary Shares and 996,419 Class B ADSs outstanding. These figures provide the base against which stakes like Eric Li’s 60.5% and Volvo-related entities’ roughly 19–20% holdings are computed.

What registration rights did Polestar (PSNY) grant to Geely Sweden Automotive Investment B.V.?

Polestar entered a registration rights agreement requiring it to file an SEC registration statement for GSAI B.V.’s securities within 90 days, then use commercially reasonable efforts to obtain effectiveness within 90 days of that deadline, or 120 days if the SEC reviews the filing, facilitating potential resales.

How was Polestar’s term loan facility with Geely amended in June 2026?

The amendment to the December Term Facility extends its maturity to June 30, 2027 and increases the margin from 3.0% to 3.2% for future interest periods. This keeps committed funding in place for longer while slightly raising the cost of that borrowing for Polestar.





731105201

(CUSIP Number)
Zhejiang Geely Holding Group
No. 1760 Jiangling Road,, Binjiang District
Hangzhou, F4, 3100 51
86-571-2809-8282

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/30/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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Eric Li
Signature:/s/ Eric Li
Name/Title:Eric Li (Shufu Li)
Date:07/02/2026
VOLVO CAR CORPORATION
Signature:/s/ Fredrik Hansson
Name/Title:Fredrik Hansson, Director & Authorized Signatory
Date:07/02/2026
Signature:/s/ Helen Hu
Name/Title:Helen Hu, Director & Authorized Signatory
Date:07/02/2026
PSD INVESTMENT LIMITED
Signature:/s/ Shufu Li
Name/Title:Shufu Li, Sole Director
Date:07/02/2026
PSD CAPITAL LIMITED
Signature:/s/ Shufu Li
Name/Title:Shufu Li, Sole Director
Date:07/02/2026
SNITA HOLDING B.V.
Signature:/s/ Fredrik Hansson
Name/Title:Fredrik Hansson, Director & Authorized Signatory
Date:07/02/2026
Signature:/s/ Helen Hu
Name/Title:Helen Hu, Director & Authorized Signatory
Date:07/02/2026
VOLVO CAR AB
Signature:/s/ Fredrik Hansson
Name/Title:Fredrik Hansson, Authorized Signatory
Date:07/02/2026
Signature:/s/ Helen Hu
Name/Title:Helen Hu, Authorized Signatory
Date:07/02/2026
GEELY SWEDEN HOLDINGS AB
Signature:/s/ Shufu Li
Name/Title:Shufu Li, Director
Date:07/02/2026
Signature:/s/ Donghui Li
Name/Title:Donghui Li, Director
Date:07/02/2026
SHANGHAI GEELY ZHAOYUAN INTERNATIONAL INVESTMENT CO., LTD
Signature:/s/ Quang Zhang
Name/Title:Quan Zhang, Director
Date:07/02/2026
BEIJING GEELY WANYUAN INTERNATIONAL INVESTMENT CO., LTD
Signature:/s/ Quan Zhang
Name/Title:Quan Zhang, Director
Date:07/02/2026
BEIJING GEELY KAISHENG INTERNATIONAL INVESTMENT CO., LTD
Signature:/s/ Quan Zhang
Name/Title:Quan Zhang, Director
Date:07/02/2026
ZHEJIANG GEELY HOLDING GROUP COMPANY LIMITED
Signature:/s/ Conghui An
Name/Title:Conghui An, Legal Representative & Director
Date:07/02/2026
GEELY SWEDEN AUTOMOTIVE INVESTMENT B.V.
Signature:/s/ Per Ansgar
Name/Title:Per Ansgar, Director
Date:07/02/2026
Signature:/s/ Quan Zhang
Name/Title:Quan Zhang, Director
Date:07/02/2026