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Polestar (NASDAQ: PSNY) adds $600M Geely loan and details major owner stakes

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Polestar Automotive Holding UK PLC major shareholders led by Zhejiang Geely and Volvo have updated their ownership filing and disclosed new financing and option arrangements. Eric Li reports beneficial ownership of 63,831,97669.0% of the class based on 91,507,722 Class A ADSs and 996,419 Class B ADSs outstanding as of December 23, 2025. Other group entities, including Volvo Car Corporation and Geely Sweden affiliates, report stakes ranging from 13.7% to 36.7%.

The filing details a USD 600,000,000 term loan facility from Geely Sweden Automotive Investment AB, with USD 300,000,000 committed and USD 300,000,000 uncommitted. The loan is for general corporate purposes, repayable six months after utilization, and may be converted into Polestar shares at a price based on the average NASDAQ closing price over five trading days before a conversion notice, subject to regulatory approvals. The filing also notes closing of a previously disclosed PIPE transaction and new put option arrangements between PSD Investment Limited and Geely Sweden Automotive Investment AB.

Positive

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Insights

Large insider group formalizes control, adds $600M convertible funding.

The filing shows that entities linked to Eric Li, Geely and Volvo hold sizable stakes in Polestar. Eric Li reports beneficial ownership of 63,831,976 shares, or 69.0% of the class, based on 91,507,722 Class A ADSs and 996,419 Class B ADSs outstanding as of December 23, 2025. Other related entities such as PSD Investment, Geely Sweden Holdings and Volvo Car Corporation each disclose double‑digit percentage holdings.

The new USD 600,000,000 term loan facility from Geely Sweden Automotive Investment AB provides short‑dated funding for general corporate purposes, with USD 300,000,000 committed and a further USD 300,000,000 available only with lender consent. The loan matures six months after utilization and includes an option for the lender to convert principal and accrued interest into shares at an equity conversion price based on the average NASDAQ closing price over five trading days before the conversion notice, subject to regulatory approvals.

If the conversion option is exercised after approvals, a registration rights agreement and a new shelf registration statement on Form F‑3 are to be put in place within 90 days of the equity conversion date, to register resale of any conversion shares. The filing also confirms closing of a previously disclosed PIPE on December 23, 2025 and new put options between PSD Investment Limited and Geely Sweden Automotive Investment AB, indicating ongoing intra‑group capital and risk management arrangements.






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).






SCHEDULE 13D






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SCHEDULE 13D


Eric Li
Signature:/s/ Eric Li
Name/Title:Eric Li (Shufu Li)
Date:12/30/2025
Volvo Car Corporation
Signature:/s/ Hakan Samuelsson
Name/Title:Hakan Samuelsson, Director
Date:12/30/2025
Signature:/s/ Helen Hu
Name/Title:Helen Hu, Director & Authorized Signatory
Date:12/30/2025
PSD Investment Limited
Signature:/s/ Shufu Li
Name/Title:Shufu Li, Sole Director
Date:12/30/2025
PSD Capital Limited
Signature:/s/ Shufu Li
Name/Title:Shufu Li, Sole Director
Date:12/30/2025
Snita Holding B.V.
Signature:/s/ Fredrik Hansson
Name/Title:Fredrik Hansson, Authorized Signatory
Date:12/30/2025
Signature:/s/ Helen Hu
Name/Title:Helen Hu, Director
Date:12/30/2025
Volvo Car AB
Signature:/s/ Hakan Samuelsson
Name/Title:Hakan Samuelsson, Director
Date:12/30/2025
Signature:/s/ Helen Hu
Name/Title:Helen Hu, Director
Date:12/30/2025
Geely Sweden Holdings AB
Signature:/s/ Shufu Li
Name/Title:Shufu Li, Director
Date:12/30/2025
Signature:/s/ Donghui Li
Name/Title:Donghui Li, Director
Date:12/30/2025
Shanghai Geely Zhaoyuan International Investment Co., Ltd
Signature:/s/ Quan Zhang
Name/Title:Quan Zhang, Director
Date:12/30/2025
Beijing Geely Wanyuan International Investment Co., Ltd
Signature:/s/ Quan Zhang
Name/Title:Quan Zhang, Director
Date:12/30/2025
Beijing Geely Kaisheng International Investment Co., Ltd
Signature:/s/ Quan Zhang
Name/Title:Quan Zhang, Director
Date:12/30/2025
Zhejiang Geely Holding Group Company Limited
Signature:/s/ Donghui Li
Name/Title:Donghui Li, Legal Representative & Director
Date:12/30/2025
Geely Sweden Automotive Investment B.V.
Signature:/s/ Per Ansgar
Name/Title:Per Ansgar, Director
Date:12/30/2025
Signature:/s/ Quan Zhang
Name/Title:Quan Zhang, Director
Date:12/30/2025

FAQ

What ownership stakes do Geely- and Volvo-related entities report in Polestar (PSNY)?

Eric Li reports beneficial ownership of 63,831,976 shares, representing 69.0% of the class. Other related entities such as PSD Investment Limited, Geely Sweden Holdings AB, Volvo Car Corporation and affiliated companies report stakes including 36.7%, 32.3%, 18.1% and 13.7%, based on 91,507,722 Class A ADSs and 996,419 Class B ADSs outstanding as of December 23, 2025.

What are the key terms of Polestar (PSNY)'s $600 million term loan facility?

On December 16, 2025, Polestar entered a USD 600,000,000 term loan facility with Geely Sweden Automotive Investment AB. The first USD 300,000,000 is committed and the second USD 300,000,000 is uncommitted and available only with lender consent. The loan is denominated in U.S. dollars, for general corporate purposes, available for drawdown until March 31, 2026, and must be repaid six months after the utilization date unless converted into shares.

How does the conversion feature on the Polestar (PSNY) term loan work?

Geely Sweden Automotive Investment AB may, subject to various regulatory approvals, convert all or part of the loan and accrued interest into Polestar shares. The equity conversion price is calculated using the average closing price of Polestar Class A ADSs on NASDAQ over the five trading days immediately before the equity conversion exercise notice. Until conversion and approvals, the filing states that the reporting persons are not deemed to beneficially own the conversion shares.

Are Polestar's obligations under the $600 million term loan secured or guaranteed?

The filing states that Polestar's obligations under the USD 600,000,000 term loan facility are not guaranteed or secured. The agreement includes customary negative covenants, such as restrictions on certain acquisitions, loans and guarantees, and affirmative covenants including information undertakings and access to senior management.

What future registration commitments are linked to potential conversion of the Polestar (PSNY) term loan?

Following any equity conversion, Polestar and Geely Sweden Automotive Investment AB will enter a registration rights agreement similar to an existing registration rights agreement. Polestar has agreed to treat any conversion shares as "Registrable Securities" and, within 90 days after the equity conversion date, file a new shelf registration statement on Form F‑3 to register the resale of such shares and seek to have it declared effective as soon as practicable.

What other transactions are mentioned in this Polestar (PSNY) ownership amendment?

The filing notes that a previously disclosed PIPE transaction closed on December 23, 2025. It also discloses that on December 26, 2025, PSD Investment Limited entered into two put option arrangements with Geely Sweden Automotive Investment AB on terms substantially similar to previously disclosed put options.

Polestar Automotive Holding UK Ltd

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