Geely-aligned investors structure Polestar (PSNY) PIPE with put-option support

Rhea-AI Filing Summary

Polestar Automotive Holding UK PLC filed Amendment No. 12 to a Schedule 13D updating ownership and support arrangements by major Geely- and Volvo‑related holders. The filing notes a private investment in public equity where the issuer agreed to sell 15,511,891 Class A American Depositary Shares to four institutional purchasers.

Concurrently, each purchaser obtained a three‑year put option, extendable by one year, allowing resale of these ADSs to Geely Sweden Automotive Investment AB, with obligations guaranteed by Geely Sweden Holdings AB. Beneficial ownership remains highly concentrated, with Eric Li reporting 63,831,976 shares (56.4% of the class), PSD Investment Limited 33,949,660 (30.0%), Geely Sweden Holdings‑related entities 29,882,316 (26.4%), Geely Sweden Automotive Investment B.V. 16,738,542 (14.8%), and Volvo‑related entities 12,677,431 (11.2%). Percentages are based on 112,203,357 Class A ADSs and 996,419 Class B ADSs outstanding as of March 16, 2026.

Insights

Equity ownership and governance analyst

Polestar’s filing shows concentrated control and structured support for a new PIPE investment.

The amendment details a PIPE in which Polestar sells 15,511,891 Class A ADSs to four purchasers, paired with put options allowing them to sell these shares to Geely Sweden Automotive Investment AB, guaranteed by Geely Sweden Holdings AB. This links fresh capital from new buyers with backstop commitments from the existing controlling group.

Beneficial ownership data shows Eric Li at 56.4%, PSD Investment at 30.0%, a Geely Sweden chain at 26.4%, Geely Sweden Automotive Investment B.V. at 14.8%, and Volvo‑related entities at 11.2%, based on the outstanding ADS counts as of March 16, 2026. The reporting persons state they have not transacted in the issuer’s shares since Amendment No. 11, so the main change is disclosure of the PIPE support structure rather than immediate ownership shifts.

This combination of high concentration and contractual support may shape how future ownership evolves, but actual effects will depend on whether the purchasers use the put options or dispose of shares in the market over the option term.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Polestar Automotive Holding UK PLC

(Name of Issuer)

Class A American Depositary Shares, Class A Ordinary Shares, par value $0.01 each

(Title of Class of Securities)

(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)

03/16/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Eric Li

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 72,799,747.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 63,831,976.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

63,831,976.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Volvo Car Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWEDEN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,677,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 12,677,431.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,677,431.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

PSD Investment Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 42,917,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,949,660.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

33,949,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

30.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

PSD Capital Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 42,917,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,949,660.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

33,949,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

30.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Snita Holding B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,677,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 12,677,431.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,677,431.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Volvo Car AB

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWEDEN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,677,431.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,677,431.00

11

Aggregate amount beneficially owned by each reporting person

12,677,431.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Geely Sweden Holdings AB

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWEDEN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Shanghai Geely Zhaoyuan International Investment Co., Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Beijing Geely Wanyuan International Investment Co., Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Beijing Geely Kaisheng International Investment Co., Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Zhejiang Geely Holding Group Company Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,882,316.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,882,316.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,882,316.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Geely Sweden Automotive Investment B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,738,542.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,738,542.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,738,542.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A American Depositary Shares, Class A Ordinary Shares, par value $0.01 each
(b)	Name of Issuer: Polestar Automotive Holding UK PLC
(c)	Address of Issuer's Principal Executive Offices: Assar Gabrielssons Vag 9, Gothenburg, SWEDEN , 405 31.
Item 1 Comment: This Amendment No. 12 to Schedule 13D ("Amendment No. 12") amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on July 7, 2022 (as amended to date, the "Statement"),relating to Class A ordinary shares, par value $0.01 per share (the "Class A Shares"), of Polestar Automotive Holding UKPLC, a limited company incorporated under the laws of England and Wales (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented by inserting the following: PUT OPTIONS AND GUARANTEE AGREEMENTS On March 16, 2026, Polestar Automotive Holding UK PLC (the "Issuer") entered into securities purchase agreements (collectively, the "Purchase Agreements") with four separate purchasers, including Credit Agricole Corporate and Investment Bank, Vida Finance S.A., Innovator Limited and Proximstar Holdings Company Limited (each, a "Purchaser" and collectively, the "Purchasers"), pursuant to which the Issuer agreed to sell an aggregate of 15,511,891 Class A American Depositary Shares (the "Class A ADS") to the Purchasers through a private investment in public equity ("PIPE"). Concurrent with the entry into the Purchase Agreements, the Purchasers have each entered into a put option arrangement (each a "Put Option" and collectively, the "Put Options") with Geely Sweden Automotive Investment AB ("GSAI"), whose obligations under the Put Options are guaranteed (collectively, the "Guarantees") by Geely Sweden Holdings AB ("Geely Sweden"). GSAI is a wholly owned subsidiary of Geely Sweden. Each Put Option carries a three-year term and is extendable by one-year subject to mutual consent. Each Put Option allows the relevant Purchaser to sell the Class A ADSs acquired from the PIPE to GSAI at the end of the term at a pre-determined price to the extent such Purchaser has not disposed of such Class A ADSs before the end of the term. Upon the occurrence of certain events (e.g., delisting of the Issuer, acceleration of credit facilities of the Issuer and certain events of defaults by GSAI or Geely Sweden), a Purchaser could exercise its Put Option before the maturity date. In addition, GSAI can choose to early settle the Put Options in certain circumstances. The foregoing descriptions of the Put Options and the Guarantees do not purport to be complete, and are qualified in their entirety by reference to the form of each such agreement, which were filed as exhibits to Amendment No. 8.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Statement is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Statement is incorporated herein by reference. The percentages of beneficial ownership set forth herein are based on (i) 112,203,357 Class A ADSs and (ii) 996,419 Class B ADSs, issued and outstanding as of March 16, 2026.
(b)	Item 5(b) of the Statement is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Statement is incorporated herein by reference.
(c)	Item 5(c) of the Statement is hereby amended and supplemented as follows: The Reporting Persons have not effected any transactions in the Issuer's Shares since Amendment No. 11.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Statement is hereby amended and supplemented by inserting the following: Item 4 above summarizes certain provisions of the Put Options and the Guarantees and is incorporated herein by reference. A copy of the form of each agreement was previously filed as an exhibit to Amendment No. 8 and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

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.

Eric Li

Signature:	/s/ Eric Li
Name/Title:	Eric Li (Shufu Li)
Date:	03/18/2026

Volvo Car Corporation

Signature:	/s/ Hakan Samuelsson
Name/Title:	Hakan Samuelsson, Director
Date:	03/18/2026

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Director & Authorized Signatory
Date:	03/18/2026

PSD Investment Limited

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Sole Director
Date:	03/18/2026

PSD Capital Limited

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Sole Director
Date:	03/18/2026

Snita Holding B.V.

Signature:	/s/ Fredrik Hansson
Name/Title:	Fredrik Hansson, Authorized Signatory
Date:	03/18/2026

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Director
Date:	03/18/2026

Volvo Car AB

Signature:	/s/ Hakan Samuelsson
Name/Title:	Hakan Samuelsson, Director
Date:	03/18/2026

Signature:	/s/ Helen Hu
Name/Title:	Helen Hu, Director
Date:	03/18/2026

Geely Sweden Holdings AB

Signature:	/s/ Shufu Li
Name/Title:	Shufu Li, Director
Date:	03/18/2026

Signature:	/s/ Donghui Li
Name/Title:	Donghui Li, Director
Date:	03/18/2026

Shanghai Geely Zhaoyuan International Investment Co., Ltd

Signature:	/s/ Quang Zhang
Name/Title:	Quan Zhang, Director
Date:	03/18/2026

Beijing Geely Wanyuan International Investment Co., Ltd

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	03/18/2026

Beijing Geely Kaisheng International Investment Co., Ltd

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	03/18/2026

Zhejiang Geely Holding Group Company Limited

Signature:	/s/ Conghui An
Name/Title:	Conghui An, Legal Representative & Director
Date:	03/18/2026

Geely Sweden Automotive Investment B.V.

Signature:	/s/ Per Ansgar
Name/Title:	Per Ansgar, Director
Date:	03/18/2026

Signature:	/s/ Quan Zhang
Name/Title:	Quan Zhang, Director
Date:	03/18/2026

FAQ

What does Polestar (PSNY) Schedule 13D/A Amendment No. 12 disclose?

The amendment updates major shareholder information and new support agreements. It describes a PIPE where Polestar sells 15,511,891 Class A ADSs and discloses put options allowing purchasers to resell those ADSs to a Geely affiliate backed by a Geely Sweden guarantee.

How many Polestar Class A ADSs are involved in the new PIPE transaction?

Polestar agreed to sell 15,511,891 Class A American Depositary Shares in a PIPE. These ADSs go to four purchasers and are tied to three‑year put options, potentially extendable by one year, permitting resale to Geely Sweden Automotive Investment AB at a pre‑set price.

What are the key terms of the Polestar put options granted to PIPE purchasers?

Each purchaser received a three‑year put option, extendable by one year by mutual consent. These options let holders sell PIPE ADSs to Geely Sweden Automotive Investment AB at a pre‑determined price and may be exercised early if specified events such as delisting or certain defaults occur.

How concentrated is Polestar (PSNY) ownership among the reporting persons?

Ownership is highly concentrated among Geely‑ and Volvo‑related entities and Eric Li. Reported stakes include 56.4%, 30.0%, 26.4%, 14.8%, and 11.2% positions, all calculated from outstanding Class A and Class B ADS counts as of March 16, 2026.

Did the reporting persons report recent Polestar share transactions in this amendment?

No, the reporting persons state they have not effected any transactions in Polestar shares since Amendment No. 11. The current amendment mainly updates ownership percentages and discloses the new PIPE structure with associated put options and guarantees.

What share counts underpin the ownership percentages in Polestar’s Schedule 13D/A?

The stated ownership percentages are based on 112,203,357 Class A ADSs and 996,419 Class B ADSs outstanding as of March 16, 2026. Each reporting person’s percentage reflects their aggregate beneficial holdings relative to these total ADS counts.